Common use of Supplemental Indentures With Consent of Securityholders Clause in Contracts

Supplemental Indentures With Consent of Securityholders. 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 or indentures, by Act of said Holders delivered to the Company and the Trustee, the Company and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series under this Indenture; provided, however , that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: (a) change the Scheduled Maturity Date or the stated payment date of any payment of premium or interest payable on any Security, or reduce the principal amount thereof, or any amount of interest or premium payable thereon, or (b) change the method of computing the amount of principal of any Security or any interest payable thereon on any date, or change any Place of Payment where, or the coin or currency in which, any Security or any payment of premium or interest thereon is payable, or (c) impair the right to institute suit for the enforcement of any payment described in clauses (a) or (b) on or after the same shall become due and payable, whether at Maturity or, in the case of redemption or repayment, on or after the Redemption Date or the Repayment Date, as the case may be; or (d) change or waive the redemption or repayment provisions of any series; (e) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences, provided for in this Indenture; or (f) modify any of the provisions of this Section or Section 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 Outstanding Security affected thereby; provided, however , that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(h); or (g) adversely affect the ranking or priority of any series; (h) release any guarantor or co-obligor from any of its obligations under its guarantee of the Securities or this Indenture, except in compliance with the terms of this Indenture; or (i) waive any Event of Default pursuant to Section 5.01(a), Section 5.01(b) or Section 5.01(c) hereof with respect to such Security. A supplemental indenture that changes or eliminates any covenant or other provision of this Indenture that has expressly been included solely for the benefit of one or more particular series of Securities, or that modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Securityholders 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.

Supplemental Indentures With Consent of Securityholders. 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 or indentures, by Act of said Holders delivered to the Company and the Trustee, the Company and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series under this Indenture; provided, however however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: (a) change the Scheduled Maturity Date or the stated payment date of any payment of premium or interest payable on any Security, or reduce the principal amount thereof, or any amount of interest or premium payable thereon, or (b) change the method of computing the amount of principal of any Security or any interest payable thereon on any date, or change any Place of Payment where, or the coin or currency in which, any Security or any payment of premium or interest thereon is payable, or (c) impair the right to institute suit for the enforcement of any payment described in clauses (a) or (b) on or after the same shall become due and payable, whether at Maturity or, in the case of redemption or repayment, on or after the Redemption Date or the Repayment Date, as the case may be; or (d) change or waive the redemption or repayment provisions of any series; (e) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences, provided for in this Indenture; or (f) modify any of the provisions of this Section or Section 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 Outstanding Security affected thereby; provided, however 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 Sections 6.11 and 9.01(h); or (g) adversely affect the ranking or priority of any series; (h) release any guarantor or co-obligor from any of its obligations under its guarantee of the Securities or this Indenture, except in compliance with the terms of this Indenture; or (i) waive any Event of Default pursuant to Section 5.01(a), Section 5.01(b) or Section 5.01(c) hereof with respect to such Security. A supplemental indenture that changes or eliminates any covenant or other provision of this Indenture that has expressly been included solely for the benefit of one or more particular series of Securities, or that modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Securityholders 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.

Supplemental Indentures With Consent of Securityholders. 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 or indentures, by Act of said Holders delivered to the Company and the Trustee, the Company Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series under this Indenture; provided, however however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby:, (a1) change the Scheduled Maturity Date of the principal of, or the stated payment date Stated Maturity of any payment premium on, or any installment of premium or interest payable on on, any Security, or reduce the principal amount thereofthereof or the interest or any premium thereon, or any amount of interest or premium payable thereon, or (b) change the method of computing the amount of principal of any Security thereof or any interest payable thereon on any date, date or change any Place of Payment where, or the coin or currency in which, any Security or any payment of premium or interest thereon is payable, or (c) or impair the right to institute suit for the enforcement of any such payment described in clauses (a) or (b) on or after the same shall become due and payableMaturity or the Stated Maturity, whether at Maturity as the case may be, thereof (or, in the case of redemption or repayment, on or after the Redemption Date or the Repayment Date, as the case may be); or (d) change or waive the redemption or repayment provisions of any series; (e2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences, provided for in this Indenture; or (f3) modify any of the provisions of this Section or Section 5.13513, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however , that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(h); or (g) adversely affect the ranking or priority of any series; (h) release any guarantor or co-obligor from any of its obligations under its guarantee of the Securities or this Indenture, except in compliance with the terms of this Indenture; or (i) waive any Event of Default pursuant to Section 5.01(a), Section 5.01(b) or Section 5.01(c) hereof with respect to such Security. A supplemental indenture that which changes or eliminates any covenant or other provision of this Indenture that which has expressly been included solely for the benefit of one or more particular series of Securities, or that 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 Securityholders 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.

Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in Article Seven and including written consents obtained in connection with a tender offer or exchange offer) of the Holders of not less than a majority in aggregate principal amount of the Securities then Outstanding Securities of each any series affected by such supplemental indenture or indentures, by Act of said Holders delivered to the Company and the Trusteethereby, the Company Issuer, when authorized by a Board Resolution (which resolution may provide general terms or parameters for such action and may provide that the specific terms of such action may be determined in accordance with or pursuant to an Issuer Order), and the Trustee may may, from time to time and at any time time, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as in force at the date of execution thereof) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series under this Indentureor waiving future compliance with any provision of the Indenture or the Securities (other than a continuing default or Event of Default in the payment of principal of or interest on Securities, which shall require the consent of the Holders of each Security so affected); provided, however , that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: or waiver shall (a) change the Scheduled Maturity Date or stated final maturity of the stated payment date principal of any payment of premium or interest payable on any Security, or reduce the principal amount thereof, or any amount reduce the rate or extend the time of payment of interest or premium payable thereon(including default interest), or if any, thereon (b) change the method of computing the amount of principal of any Security or any interest payable thereon on any date, or change any Place of Payment where, or the coin or currency in which, any Security or any payment of premium or interest thereon is payable, or (c) impair the right to institute suit for the enforcement of any payment described in clauses (a) or (b) on or after the same shall become due and payable, whether at Maturity or, in the case of redemption an Original Issue Discount Security, reduce the rate of accretion of original issue discount thereon), or repaymentreduce or alter the method of computation of any amount payable on redemption, on repayment or after purchase by the Redemption Date Issuer thereof (or the Repayment Datetime at which any such redemption, as repayment or purchase may be made), or make the case may be; or principal thereof (d) including any amount in respect of original issue discount), or interest, if any, thereon payable in any coin or currency other than that provided in the Securities or in accordance with the terms of the Securities, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 5.1 or the amount thereof provable in bankruptcy pursuant to Section 5.2, make any change to Sections 5.4 or waive 5.7, or impair or affect the redemption or repayment provisions right of any series; Securityholder to institute suit for the payment thereof or, if the Securities provide therefor, any right of repayment or purchase at the option of the Securityholder, in each case without the consent of the Holder of each Security so affected or modify the ranking or priority of the Securities or the Guarantees issued hereunder, or (eb) reduce the aforesaid percentage in principal amount of the Outstanding Securities of any series, the consent of whose the Holders of which is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences, provided for in this Indenture; or (f) modify any of the provisions of this Section or Section 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 Holders of each Outstanding Security affected thereby; provided, however , that this clause shall not be deemed to require the so affected. No 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 Sections 6.11 and 9.01(h); or (g) adversely affect the ranking or priority of any series; (h) release any guarantor or co-obligor from any of its obligations Security shall be necessary under its guarantee of this Section 8.2 to permit the Securities or this Indenture, except in compliance with Trustee and the terms of this Indenture; or (i) waive any Event of Default Issuer to execute supplemental indentures pursuant to Section 5.01(a), Section 5.01(b) or Section 5.01(c) hereof with respect to such SecuritySections 8.1 and 9.2. A supplemental indenture that which changes or eliminates any covenant covenant, Event of Default or other provision of this Indenture that which has expressly been included solely for the benefit of one or more particular series of Securities, or that which modifies the rights of the Holders of Securities of such series series, with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. Upon the request of the Issuer, accompanied by a copy of a resolution of the Board of Directors (which resolution may provide general terms or parameters for such action and may provide that the specific terms of such action may be determined in accordance with or pursuant to an Issuer Order) certified by the secretary or an assistant secretary of the Issuer authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of the Holders of the Securities as aforesaid and other documents, if any, required by Section 7.1, the Trustee shall join with the Issuer 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 at its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for any Act the consent of the Securityholders under this Section 9.02 8.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. Promptly after the execution by the Issuer and the Trustee of any supplemental indenture pursuant to the provisions of this Section 8.2, the Issuer (or the Trustee at the request and expense of the Issuer) shall give notice thereof to the Holders of then Outstanding Securities of each series affected thereby, as provided in Section 11.4. Any failure of the Issuer to give 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 Securityholders. With Except as otherwise set forth in an indenture supplemental hereto or Board Resolution creating such series of Securities or in the form of security for such Series, 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 or indenturesindentures (acting as one class), by Act of said Holders delivered to the Company and the TrusteeTrustee (in accordance with Section 1.04 hereof), the Company Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series under this Indenture; provided, however however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: (a1) change the Scheduled Maturity Date of the principal of, or the stated payment date Stated Maturity of any payment premium on, or any installment of premium or interest payable on on, any Security, or reduce the principal amount thereofthereof or the interest or any premium thereon, or any amount of interest or premium payable thereon, or (b) change the method of computing the amount of principal of any Security thereof or any interest payable thereon on any date, date or change any Place of Payment where, or the coin or currency in which, any Security or any payment of premium or interest thereon is payable, or (c) or impair the right to institute suit for the enforcement of any such payment described in clauses (a) or (b) on or after the same shall become due and payableMaturity or the Stated Maturity, whether at Maturity as the case may be, thereof (or, in the case of redemption or repayment, on or after the Redemption Date or the Repayment Date, as the case may be), or alter the provisions of this Indenture so as to affect adversely the terms, if any, of conversion of any Securities into Common Stock or other securities; or (d) change or waive the redemption or repayment provisions of any series; (e2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences, provided for in this Indenture; or (f3) modify any of the provisions of this Section 9.02, Section 5.13 or Section 5.1310.06, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however , that this clause shall not be deemed to require or (4) impair or adversely affect the consent right of any Holder to institute suit for the enforcement of any payment on, or with respect to changes to, the Securities of any series on or after the Stated Maturity of such Securities (or in the references to “case of redemption, on or after the Trustee” and concomitant changes in this Section, Redemption Date); (5) amend or the deletion modify Section 13.01 of this proviso, Indenture in accordance with any manner adverse to the requirements rights of Sections 6.11 and 9.01(h)the Holders of the Outstanding Securities of any series; or (g6) adversely affect make any change in the ranking or priority terms of any series; (h) release any guarantor or co-obligor from any of its obligations under its guarantee the subordination of the Securities or this Indenture, except in compliance with a manner adverse in any material respect to the terms Holders of any series of Outstanding Securities. For purposes of this Indenture; or (i) waive Section 9.02, if the Securities of any Event series are issuable upon the exercise of Default pursuant to Section 5.01(a)warrants, Section 5.01(b) or Section 5.01(c) hereof each holder of an unexercised and unexpired warrant with respect to such Securityseries 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 that which changes or eliminates any covenant or other provision of this Indenture that which has expressly been included solely for the benefit of one or more particular series of Securities, or that 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 Securityholders 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.

Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in Article Seven) of the Holders of not less than a majority in aggregate principal amount of the Securities then Outstanding Securities of each any series affected by such supplemental indenture or indentures, by Act of said Holders delivered to the Company and the Trusteeindenture, the Company Issuer, when authorized by a Board Resolution (which resolution may provide general terms or parameters for such action and may provide that the specific terms of such action may be determined in accordance with or pursuant to an Issuer Order), and the Trustee may may, from time to time and at any time time, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as in force at the date of execution thereof) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series under this Indentureseries; provided, however , that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: shall (a) change the Scheduled Maturity Date or extend the stated payment date final maturity of any payment the principal of premium or interest payable on any Security, or reduce the principal amount thereof, or any amount reduce the rate or extend the time of interest or premium payable thereon, or (b) change the method of computing the amount of principal of any Security or any interest payable thereon on any date, or change any Place of Payment where, or the coin or currency in which, any Security or any payment of premium or interest interest, if any, thereon is payable, or (c) impair the right to institute suit for the enforcement of any payment described in clauses (a) or (b) on or after the same shall become due and payable, whether at Maturity or, in the case of redemption an Original Issue Discount Security, reduce the rate of accretion of original issue discount thereon), or repaymentreduce or alter the method of computation of any amount payable on redemption, on repayment or after purchase by the Redemption Date Issuer thereof (or the Repayment Datetime at which any such redemption, as repayment or purchase may be made), or make the principal thereof (including any amount in respect of original issue discount), or interest, if any, thereon payable in any coin or currency other than that provided in the Securities or in accordance with the terms of the Securities, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon an acceleration of the maturity thereof or the amount thereof provable in bankruptcy in each case may be; or (d) change pursuant to Article Five, or waive impair or affect the redemption or repayment provisions right of any series; Securityholder to institute suit for the payment thereof or, if the Securities provide therefor, any right of repayment or purchase at the option of the Securityholder, in each case without the consent of the Holder of each Security so affected, or (eb) reduce the aforesaid percentage in principal amount of the Outstanding Securities of any series, the consent of whose the Holders of which is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences, provided for in this Indenture; or (f) modify any of the provisions of this Section or Section 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 Holders of each Outstanding Security affected thereby; provided, however , that this clause shall not be deemed to require the so affected. No 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 Sections 6.11 and 9.01(h); or (g) adversely affect the ranking or priority of any series; (h) release any guarantor or co-obligor from any of its obligations under its guarantee of the Securities or this Indenture, except in compliance with the terms of this Indenture; or (i) waive any Event of Default pursuant to Section 5.01(a), Section 5.01(b) or Section 5.01(c) hereof with respect to such Security. A supplemental indenture that changes or eliminates any covenant or other provision of this Indenture that has expressly been included solely for the benefit of one or more particular series of Securities, or that modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, Security 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 Securityholders under this Section 9.02 8.2 to approve permit the particular form of any proposed Trustee and the Issuer to execute supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereofindentures pursuant to Sections 8.1 and 9.

Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in Section 8.01) of the Holders of not less than a majority in the aggregate principal amount of the Outstanding Securities of each all series at the time outstanding affected by such supplemental indenture or indentures, by Act of said Holders delivered to the Company and the Trustee(voting as one class), the Company Corporation, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture indentures or of modifying in any manner the rights of the Holders of the Securities of each such series under this Indentureor any Coupons appertaining to such Securities; provided, however however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: shall (ai) change the Scheduled Maturity Date or the stated payment date fixed maturity of any payment of premium or interest payable on any SecuritySecurities, or reduce the principal amount thereofthereof (or premium, if any), or reduce the rate or extend the time of payment of any amount of interest or premium payable thereon, or (b) change the method of computing Additional Amounts thereon or reduce the amount due and payable upon acceleration of the maturity thereof or the amount provable in bankruptcy, or make the principal of (premium, if any) or interest, if any, or Additional Amounts, if any, on any Security or payable in any interest payable thereon on any date, or change any Place of Payment where, or the coin or currency other than that provided in whichsuch Security, any Security or any payment of premium or interest thereon is payable, or (cii) impair the right to institute suit for the enforcement of any such payment described in clauses (a) or (b) on or after the same shall become due and payable, whether at Maturity stated maturity thereof (or, in the case of redemption or repaymentredemption, on or after the Redemption Date redemption date therefor) or the Repayment Date, as the case may be; or (d) change or waive the redemption or repayment provisions of any series; (eiii) reduce the aforesaid percentage in principal amount of the Outstanding Securities of any seriesSecurities, the consent of whose the Holders of which is required for any such supplemental indenture, or the percentage required for the consent of whose the Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequencespursuant to Section 6.01 to waive defaults, provided for in this Indenture; or (f) modify any of the provisions of this Section or Section 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 Outstanding Security affected thereby; providedso affected. Upon the request of the Corporation, however accompanied by a copy of a Board Resolution certified by the Secretary or an Assistant Secretary of the Corporation authorizing the execution of any such supplemental indenture, that and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Corporation in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this clause Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Sectionobligated to, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(h); or (g) adversely affect the ranking or priority of any series; (h) release any guarantor or co-obligor from any of its obligations under its guarantee of the Securities or this Indenture, except in compliance with the terms of this Indenture; or (i) waive any Event of Default pursuant to Section 5.01(a), Section 5.01(b) or Section 5.01(c) hereof with respect to enter into such Security. A supplemental indenture that changes or eliminates any covenant or other provision of this Indenture that has expressly been included solely for the benefit of one or more particular series of Securities, or that modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other seriesindenture. It shall not be necessary for any Act the consent of the Securityholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. Promptly after the execution and delivery by the Corporation and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall give notice of such supplemental indenture (i) to the Holders of then outstanding Registered Securities of each series affected thereby, by mailing a notice thereof by first-class mail to such Holders at their addresses as they shall appear on the Security Register, (ii) if any Unregistered Securities of a series affected thereby are then outstanding, to the Holders thereof who have filed their names and addresses with the Trustee as described in Section 313(c) of the Trust Indenture Act, by mailing a notice thereof by first-class mail to such Holders at such addresses as were so furnished to the Trustee and (iii) if any Unregistered Securities of a series affected thereby are then outstanding, to all Holders thereof, by Publication of a notice thereof at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York and at least once in an Authorized Newspaper in London (and, if required by Section 4.04, at least once in an Authorized Newspaper in Luxembourg), and in each case such notice shall set forth in general terms the substance of such supplemental indenture. Any failure of the Corporation to mail or publish 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 Securityholders. 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 or indentures, by Act of said Holders delivered to the Company and the Trustee, the Company and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series under this Indenture; provided, however however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: (a) change the Scheduled Maturity Date or the stated payment date of any payment of premium or interest payable on any Security, or reduce the principal amount thereof, or any amount of interest or premium payable thereon, or (b) change the method of computing the amount of principal of any Security or any interest payable thereon on any date, or change any Place of Payment where, or the coin or currency in which, any Security or any payment of premium or interest thereon is payable, or (c) impair the right to institute suit for the enforcement of any payment described in clauses (a) or (b) on or after the same shall become due and payable, whether at Maturity or, in the case of redemption or repayment, on or after the Redemption Date or the Repayment Date, as the case may be; or (d) change or waive the redemption or repayment provisions of any series; (e) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences, provided for in this Indenture; or (f) modify any of the provisions of this Section, Section 5.13 or Section 5.1310.07, 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 thereby; provided, however 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 10.07, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(h); or (g) adversely affect the ranking or priority of any series; (h) release any guarantor or co-obligor from any of its obligations under its guarantee of the Securities or this Indenture, except in compliance with the terms of this Indenture; or (i) waive any Event of Default pursuant to Section 5.01(a), Section 5.01(b) or Section 5.01(c) hereof with respect to such Security. A supplemental indenture that changes or eliminates any covenant or other provision of this Indenture that has expressly been included solely for the benefit of one or more particular series of Securities, or that modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Securityholders 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.

Supplemental Indentures With Consent of Securityholders. With Except as otherwise set forth in an indenture supplemental hereto or Board Resolution creating such series of Securities or in the form of security for such Series, 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 or indenturesindentures (acting as one class), by Act of said Holders delivered to the Company and the TrusteeTrustee (in accordance with Section 1.04 hereof), the Company Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series under this Indenture; provided, however however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: (a1) change the Scheduled Maturity Date of the principal of, or the stated payment date Stated Maturity of any payment premium on, or any installment of premium or interest payable on on, any Security, or reduce the principal amount thereofthereof or the interest or any premium thereon, or any amount of interest or premium payable thereon, or (b) change the method of computing the amount of principal of any Security thereof or any interest payable thereon on any date, date or change any Place of Payment where, or the coin or currency in which, any Security or any payment of premium or interest thereon is payable, or (c) or impair the right to institute suit for the enforcement of any such payment described in clauses (a) or (b) on or after the same shall become due and payableMaturity or the Stated Maturity, whether at Maturity as the case may be, thereof (or, in the case of redemption or repayment, on or after the Redemption Date or the Repayment Date, as the case may be), or alter the provisions of this Indenture so as to affect adversely the terms, if any, of conversion of any Securities into Common Stock or other securities; or (d) change or waive the redemption or repayment provisions of any series; (e2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences, provided for in this Indenture; or (f3) modify any of the provisions of this Section 9.02, Section 5.13 or Section 5.1310.06, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however , that this clause shall not be deemed to require or (4) impair or adversely affect the consent right of any Holder to institute suit for the enforcement of any payment on, or with respect to changes to, the Securities of any series on or after the Stated Maturity of such Securities (or in the references to “case of redemption, on or after the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(hRedemption Date); or (g5) adversely affect amend or modify Section 13.01 of this Indenture in any manner adverse to the ranking or priority rights of the Holders of the Outstanding Securities of any series; (h) release any guarantor or co-obligor from any . For purposes of its obligations under its guarantee of this Section 9.02, if the Securities or this Indentureof any series are issuable upon the exercise of warrants, except in compliance with the terms each holder of this Indenture; or (i) waive any Event of Default pursuant to Section 5.01(a), Section 5.01(b) or Section 5.01(c) hereof an unexercised and unexpired warrant with respect to such Securityseries 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 that which changes or eliminates any covenant or other provision of this Indenture that which has expressly been included solely for the benefit of one or more particular series of Securities, or that 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 Securityholders 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.

Supplemental Indentures With Consent of Securityholders. With Except as otherwise set forth in an indenture supplemental hereto or Board Resolution creating such series of Securities or in the form of security for such Series, 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 or indenturesindentures (acting as one class), by Act of said Holders delivered to the Company and the TrusteeTrustee (in accordance with Section 1.04 hereof), the Company Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series under this Indenture; provided, however however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: (a) change the Scheduled Maturity Date of the principal of, or the stated payment date Stated Maturity of any payment premium on, or any installment of premium or interest payable on on, any Security, or reduce the principal amount thereofthereof or the interest or any premium thereon, or any amount of interest or premium payable thereon, or (b) change the method of computing the amount of principal of any Security thereof or any interest payable thereon on any date, date or change any Place of Payment where, or the coin or currency in which, any Security or any payment of premium or interest thereon is payable, or (c) or impair the right to institute suit for the enforcement of any such payment described in clauses (a) or (b) on or after the same shall become due and payableMaturity or the Stated Maturity, whether at Maturity as the case may be, thereof (or, in the case of redemption or repayment, on or after the Redemption Date or the Repayment Date, as the case may be), or alter the provisions of this Indenture so as to affect adversely the terms, if any, of conversion of any Securities into Common Stock or other securities; or (d) change or waive the redemption or repayment provisions of any series; (eb) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences, provided for in this Indenture; or (fc) modify any of the provisions of this Section 9.02, Section 5.13 or Section 5.1310.06, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however , that this clause shall not be deemed to require or (d) impair or adversely affect the consent right of any Holder to institute suit for the enforcement of any payment on, or with respect to changes to, the Securities of any series on or after the Stated Maturity of such Securities (or in the references to “case of redemption, on or after the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(hRedemption Date); or (ge) adversely affect amend or modify Section 13.01 of this Indenture in any manner adverse to the ranking or priority rights of the Holders of the Outstanding Securities of any series; (h) release any guarantor or co-obligor from any of its obligations under its guarantee of the Securities or this Indenture, except in compliance with the terms of this Indenture; or (if) waive make any Event change in the terms of Default pursuant the subordination of the Securities in a manner adverse in any material respect to the Holders of any Series of Outstanding Securities. For purposes of this Section 5.01(a)9.02, Section 5.01(b) or Section 5.01(c) hereof 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 Securityseries 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 that which changes or eliminates any covenant or other provision of this Indenture that which has expressly been included solely for the benefit of one or more particular series of Securities, or that 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 Securityholders 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.

Supplemental Indentures With Consent of Securityholders. With Except as otherwise set forth in an indenture supplemental hereto or Board Resolution creating such series of Securities or in the form of security for such Series, 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 or indenturesindentures (acting as one class), by Act of said Holders delivered to the Company and the TrusteeTrustee (in accordance with Section 1.04 hereof), the Company Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series under this Indenture; provided, however however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: (a1) change the Scheduled Maturity Date of the principal of, or the stated payment date Stated Maturity of any payment premium on, or any installment of premium or interest payable on on, any Security, or reduce the principal amount thereofthereof or the interest or any premium thereon, or any amount of interest or premium payable thereon, or (b) change the method of computing the amount of principal of any Security thereof or any interest payable thereon on any date, date or change any Place of Payment where, or the coin or currency in which, any Security or any payment of premium or interest thereon is payable, or (c) or impair the right to institute suit for the enforcement of any such payment described in clauses (a) or (b) on or after the same shall become due and payableMaturity or the Stated Maturity, whether at Maturity as the case may be, thereof (or, in the case of redemption or repayment, on or after the Redemption Date or the Repayment Date, as the case may be), or alter the provisions of this Indenture so as to affect adversely the terms, if any, of conversion of any Securities into Class A Shares or other securities; or (d) change or waive the redemption or repayment provisions of any series; (e2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences, provided for in this Indenture; or (f3) modify any of the provisions of this Section 9.02, Section 5.13 or Section 5.1310.06, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however , that this clause shall not be deemed to require or (4) impair or adversely affect the consent right of any Holder to institute suit for the enforcement of any payment on, or with respect to changes to, the Securities of any series on or after the Stated Maturity of such Securities (or in the references to “case of redemption, on or after the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(hRedemption Date); or (g5) adversely affect amend or modify Section 13.01 of this Indenture in any manner adverse to the ranking or priority rights of the Holders of the Outstanding Securities of any series; (h) release any guarantor or co-obligor from any . For purposes of its obligations under its guarantee of this Section 9.02, if the Securities or this Indentureof any series are issuable upon the exercise of warrants, except in compliance with the terms each holder of this Indenture; or (i) waive any Event of Default pursuant to Section 5.01(a), Section 5.01(b) or Section 5.01(c) hereof an unexercised and unexpired warrant with respect to such Securityseries 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 that which changes or eliminates any covenant or other provision of this Indenture that which has expressly been included solely for the benefit of one or more particular series of Securities, or that 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 Securityholders 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.

Supplemental Indentures With Consent of Securityholders. 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 or indenturesindentures (acting as one class), by Act of said Holders delivered to the Company and the TrusteeTrustee (in accordance with Section 1.04 hereof), the Company Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series under this Indenture; provided, however however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: (a1) change the Scheduled Maturity Date of the principal of, or the stated payment date Stated Maturity of any payment premium on, or any installment of premium or interest payable on on, any Security, or reduce the principal amount thereofthereof or the interest or any premium thereon, or any amount of interest or premium payable thereon, or (b) change the method of computing the amount of principal of any Security thereof or any interest payable thereon on any date, date or change any Place of Payment where, or the coin or currency in which, any Security or any payment of premium or interest thereon is payable, or (c) or impair the right to institute suit for the enforcement of any such payment described in clauses (a) or (b) on or after the same shall become due and payableMaturity or the Stated Maturity, whether at Maturity as the case may be (or, in the case of redemption or repayment, on or after the Redemption Date or the Repayment Date, as the case may be), or alter the provisions of this Indenture so as to affect adversely the terms, if any, of conversion of any Securities into Common Stock or other securities; or (d) change or waive the redemption or repayment provisions of any series; (e2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences, provided for in this Indenture; or (f3) modify any of the provisions of this Section 9.02, Section 5.13 or Section 5.1310.07, 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 thereby; provided, however , that this clause shall not be deemed to require or (4) impair or adversely affect the consent right of any Holder to institute suit for the enforcement of any payment on, or with respect to changes to, the Securities of any series on or after the Stated Maturity of such Securities (or in the references to “case of redemption, on or after the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(hRedemption Date); or (g5) adversely affect amend or modify Section 13.01 of this Indenture in any manner adverse to the ranking or priority rights of the Holders of the Outstanding Securities of any series; (h) release any guarantor or co-obligor from any . For purposes of its obligations under its guarantee of this Section 9.02, if the Securities or this Indentureof any series are issuable upon the exercise of warrants, except in compliance with the terms each holder of this Indenture; or (i) waive any Event of Default pursuant to Section 5.01(a), Section 5.01(b) or Section 5.01(c) hereof an unexercised and unexpired warrant with respect to such Securityseries 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 that which changes or eliminates any covenant or other provision of this Indenture that which has expressly been included solely for the benefit of one or more particular series of Securities, or that 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 Securityholders 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.

Supplemental Indentures With Consent of Securityholders. 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 or indenturesindentures (acting as one class), by Act of said Holders delivered to the Company and the TrusteeTrustee (in accordance with Section 1.04 hereof), the Company Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series under this Indenture; provided, however however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: (a1) change the Scheduled Maturity Date of the principal of, or the stated payment date Stated Maturity of any payment premium on, or any installment of premium or interest payable on on, any Security, or reduce the principal amount thereofthereof or the interest or any premium thereon, or any amount of interest or premium payable thereon, or (b) change the method of computing the amount of principal of any Security thereof or any interest payable thereon on any date, date or change any Place of Payment where, or the coin or currency in which, any Security or any payment of premium or interest thereon is payable, or (c) or impair the right to institute suit for the enforcement of any such payment described in clauses (a) or (b) on or after the same shall become due and payableMaturity or the Stated Maturity, whether at Maturity as the case may be, thereof (or, in the case of redemption or repayment, on or after the Redemption Date or the Repayment Date, as the case may be), or alter the provisions of this Indenture so as to affect adversely the terms, if any, of conversion of any Securities into Common Stock or other securities; or (d) change or waive the redemption or repayment provisions of any series; (e2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences, provided for in this Indenture; or (f3) modify any of the provisions of this Section 9.02, Section 5.13 or Section 5.1310.07, 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 thereby; provided, however , that this clause shall not be deemed to require or (4) impair or adversely affect the consent right of any Holder to institute suit for the enforcement of any payment on, or with respect to changes to, the Securities of any series on or after the Stated Maturity of such Securities (or in the references to “case of redemption, on or after the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(hRedemption Date); or (g5) adversely affect amend or modify Section 13.01 of this Indenture in any manner adverse to the ranking or priority rights of the Holders of the Outstanding Securities of any series; (h) release any guarantor or co-obligor from any . For purposes of its obligations under its guarantee of this Section 9.02, if the Securities or this Indentureof any series are issuable upon the exercise of warrants, except in compliance with the terms each holder of this Indenture; or (i) waive any Event of Default pursuant to Section 5.01(a), Section 5.01(b) or Section 5.01(c) hereof an unexercised and unexpired warrant with respect to such Securityseries 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 that which changes or eliminates any covenant or other provision of this Indenture that which has expressly been included solely for the benefit of one or more particular series of Securities, or that 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 Securityholders 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.

Supplemental Indentures With Consent of Securityholders. With Except as otherwise set forth in an indenture supplemental hereto or Board Resolution creating such series of Securities or in the form of security for such Series, 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 or indenturesindentures (acting as one class), by Act of said Holders delivered to the Company and the TrusteeTrustee (in accordance with Section 1.04 hereof), the Company Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series under this Indenture; provided, however however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: (a) change the Scheduled Maturity Date of the principal of, or the stated payment date Stated Maturity of any payment premium on, or any installment of premium or interest payable on on, any Security, or reduce the principal amount thereofthereof or the interest or any premium thereon, or any amount of interest or premium payable thereon, or (b) change the method of computing the amount of principal of any Security thereof or any interest payable thereon on any date, date or change any Place of Payment where, or the coin or currency in which, any Security or any payment of premium or interest thereon is payable, or (c) or impair the right to institute suit for the enforcement of any such payment described in clauses (a) or (b) on or after the same shall become due and payableMaturity or the Stated Maturity, whether at Maturity as the case may be, thereof (or, in the case of redemption or repayment, on or after the Redemption Date or the Repayment Date, as the case may be), or alter the provisions of this Indenture so as to affect adversely the terms, if any, of conversion of any Securities into Common Stock or other securities; or (d) change or waive the redemption or repayment provisions of any series; (eb) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences, provided for in this Indenture; or (fc) modify any of the provisions of this Section 9.02, Section 5.13 or Section 5.1310.06, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however , that this clause shall not be deemed to require or (d) impair or adversely affect the consent right of any Holder to institute suit for the enforcement of any payment on, or with respect to changes to, the Securities of any series on or after the Stated Maturity of such Securities (or in the references to “case of redemption, on or after the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(hRedemption Date); or (ge) adversely affect amend or modify Section 12.01 of this Indenture in any manner adverse to the ranking or priority rights of the Holders of the Outstanding Securities of any series; (h) release any guarantor or co-obligor from any . For purposes of its obligations under its guarantee of this Section 9.02, if the Securities or this Indentureof any series are issuable upon the exercise of warrants, except in compliance with the terms each holder of this Indenture; or (i) waive any Event of Default pursuant to Section 5.01(a), Section 5.01(b) or Section 5.01(c) hereof an unexercised and unexpired warrant with respect to such Securityseries 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 that which changes or eliminates any covenant or other provision of this Indenture that which has expressly been included solely for the benefit of one or more particular series of Securities, or that 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 Securityholders 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.

Supplemental Indentures With Consent of Securityholders. With the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each series adversely affected by such supplemental indenture or indentures, by Act of said Holders delivered to the Company and the Trustee, the Company Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series under this Indenture; provided, however , provided that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security of such series adversely affected thereby:, (a1) change the Scheduled Maturity Date of the principal of, or the stated payment date Stated Maturity of any payment premium on, or any installment of premium or interest payable on on, any SecuritySecurity of such series, or reduce the principal amount thereof, thereof or any amount the rate of interest (or premium Additional Amounts, if any) payable thereon, or (b) or change the method of computing the amount of principal of any Security thereof or any interest (or Additional Amounts, if any) payable thereon on any date, date or change any Place of Payment where, or the coin or currency in which, any Security of such series or any payment of premium or interest thereon is payable, or (c) or impair the right to institute suit for the enforcement of any such payment described in clauses (a) or (b) on or after the same shall become due and payableMaturity or the Stated Maturity, whether at Maturity as the case may be, thereof (or, in the case of redemption or repayment, on or after the Redemption Date or the Repayment Date, as the case may be); or (d) change or waive the redemption or repayment provisions of any series; (e2) reduce the percentage in aggregate principal amount of the Outstanding Securities of any such series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences, provided for in this Indenture; or (f3) modify any of the provisions of this Section or Section 5.13513, 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 of such series adversely affected thereby; provided, however , that this clause shall not be deemed to require . Promptly after the consent execution by the Company and the Trustee of any Holder with respect amendment, supplement or waiver pursuant to changes the provisions of this Section 902, the Company shall give notice thereof to the Holders of Securities as provided in Section 106, and to any other entity as required by applicable regulations, setting forth in general terms the references substance of such amendment, supplement or waiver. Any failure of the Company to “the Trustee” and concomitant changes in this Sectiongive such notice, or the deletion of this provisoany defect therein, shall not, however, in accordance with the requirements of Sections 6.11 and 9.01(h); or (g) adversely any way impair or affect the ranking or priority validity of any series; (h) release any guarantor such amendment, supplement or co-obligor from any of its obligations under its guarantee of the Securities or this Indenture, except in compliance with the terms of this Indenture; or (i) waive any Event of Default pursuant to Section 5.01(a), Section 5.01(b) or Section 5.01(c) hereof with respect to such Securitywaiver. A supplemental indenture that which changes or eliminates any covenant or other provision of this Indenture that which has expressly been included solely for the benefit of one or more particular series of Securities, or that 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 Securityholders 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.

Supplemental Indentures With Consent of Securityholders. 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 or indentures, by Act of said Holders delivered to the Company and the Trustee, the Company and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series under this Indenture; provided, however however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: (a) change the Scheduled Maturity Date or the stated payment date of any payment of premium or interest payable on any Security, or reduce the principal amount thereof, or any amount of interest or premium payable thereon, or (b) change the method of computing the amount of principal of any Security or any interest payable thereon on any date, or change any Place of Payment where, or the coin or currency in which, any Security or any payment of premium or interest thereon is payable, or (c) impair the right to institute suit for the enforcement of any payment described in clauses (a) or (b) on or after the same shall become due and payable, whether at Maturity or, in the case of redemption or repayment, on or after the Redemption Date or the Repayment Date, as the case may be; or (d) change or waive the redemption or repayment provisions of any series; (e) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences, provided for in this Indenture; or (f) modify any of the provisions of this Section 9.02 or Section 5.13Sections 5.13 or 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 thereby; provided, however 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 SectionSections 9.02 and Section 10.06, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(h); or (g) adversely affect the ranking or priority of any series; (h) release any guarantor or co-obligor from any of its obligations under its guarantee of the Securities or this Indenture, except in compliance with the terms of this Indenture; (i) modify the terms of the Guarantee in a manner adverse to the Holders of Securities of a series; or (ij) waive any Event of Default pursuant to Section Sections 5.01(a), Section 5.01(b) or Section 5.01(c) hereof with respect to such Security. A supplemental indenture that changes or eliminates any covenant or other provision of this Indenture that has expressly been included solely for the benefit of one or more particular series of Securities, or that modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Securityholders 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.

Supplemental Indentures With Consent of Securityholders. With Except as otherwise set forth in an indenture supplemental hereto or Board Resolution creating such series of Securities or in the form of security for such Series, 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 or indenturesindentures (acting as one class), by Act of said Holders delivered to the Company and the TrusteeTrustee (in accordance with Section 1.04 hereof), the Company Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series under this Indenture; provided, however however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: (a) change the Scheduled Maturity Date of the principal of, or the stated payment date Stated Maturity of any payment premium on, or any installment of premium or interest payable on on, any Security, or reduce the principal amount thereofthereof or the interest or any premium thereon, or any amount of interest or premium payable thereon, or (b) change the method of computing the amount of principal of any Security thereof or any interest payable thereon on any date, date or change any Place of Payment where, or the coin or currency in which, any Security or any payment of premium or interest thereon is payable, or (c) or impair the right to institute suit for the enforcement of any such payment described in clauses (a) or (b) on or after the same shall become due and payableMaturity or the Stated Maturity, whether at Maturity as the case may be, thereof (or, in the case of redemption or repayment, on or after the Redemption Date or the Repayment Date, as the case may be), or alter the provisions of this Indenture so as to affect adversely the terms, if any, of conversion of any Securities into Common Stock or other securities; or (d) change or waive the redemption or repayment provisions of any series; (eb) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences, provided for in this Indenture; or (fc) modify any of the provisions of this Section 9.02, Section 5.13 or Section 5.1310.06, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however , that this clause shall not be deemed to require or (d) impair or adversely affect the consent right of any Holder to institute suit for the enforcement of any payment on, or with respect to changes to, the Securities of any series on or after the Stated Maturity of such Securities (or in the references to “case of redemption, on or after the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(hRedemption Date); or (ge) adversely affect amend or modify Section 12.01 of this Indenture in any manner adverse to the ranking or priority rights of the Holders of the Outstanding Securities of any series; (h) release any guarantor or co-obligor from any . For purposes of its obligations under its guarantee of this Section 9.02, if the Securities or this Indentureof any series are issuable upon the exercise of warrants, except in compliance with the terms each holder of this Indenture; or (i) waive any Event of Default pursuant to Section 5.01(a), Section 5.01(b) or Section 5.01(c) hereof an unexercised and unexpired warrant with respect to such Securityseries 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 that which changes or eliminates any covenant or other provision of this Indenture that which has expressly been included solely for the benefit of one or more particular series of Securities, or that 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 Securityholders 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.

Supplemental Indentures With Consent of Securityholders. 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 or indentures, by Act of said Holders delivered to the Company and the Trustee, the Company and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series under this Indenture; provided, however however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: (a) change the Scheduled Maturity Date or the stated payment date of any payment of premium or interest payable on any Security, or reduce the principal amount thereof, or any amount of interest or premium payable thereon, ; or (b) change the method of computing the amount of principal of any Security or any interest payable thereon on any date, or change any Place of Payment where, or the coin or currency in which, any Security or any payment of premium or interest thereon is payable, ; or (c) impair the right to institute suit for the enforcement of any payment described in clauses (a) or (b) on or after the same shall become due and payable, whether at Maturity or, in the case of redemption or repayment, on or after the Redemption Date or the Repayment Date, as the case may be; or (d) change or waive the redemption or repayment provisions of any series;; or (e) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences, provided for in this Indenture; or (f) modify any of the provisions of this Section or Section 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 Outstanding Security affected thereby; provided, however 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 Sections 6.11 and 9.01(h); or (g) adversely affect the ranking or priority of any series;the Outstanding Security (or series thereof) of such Holder; or (h) release any guarantor or co-obligor from any of its obligations under its guarantee Guarantee of the Securities such Outstanding Security or this Indenture, except in compliance with the terms of this Indenture; or (i) waive any Event of Default pursuant to Section 5.01(a), Section 5.01(b) or Section 5.01(c) hereof with respect to such Security. A supplemental indenture that changes or eliminates any covenant or other provision of this Indenture that has expressly been included solely for the benefit of one or more particular series of Securities, or that modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Securityholders 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.

Supplemental Indentures With Consent of Securityholders. 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 or indenturesindenture, by Act of said Holders delivered to the Company and the Trustee, the Company and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series under this Indenture; provided, however however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: (a1) change (except for extensions pursuant to Section 3.12) the Scheduled Stated Maturity Date of the principal of, or the stated payment date any installment of interest, if any, on, any payment Security of premium or interest payable on any Securitysuch series, or reduce the principal amount thereof or the rate of interest, if any, thereon or any premium payable upon the redemption thereof, or any amount of interest or premium payable thereon, or (b) change the method of computing reduce the amount of principal of any an Original Issue Discount Security or any interest that would be due and payable thereon on any dateupon a declaration of acceleration of Maturity thereof pursuant to Section 5.02, or change any Place of Payment where, or the coin or currency Currency in which, any Security (or any payment of premium premium, if any) or interest the interest, if any, thereon is payable, or (c) or impair the right to institute suit for the enforcement of any such payment described in clauses (a) or (b) on or after the same shall become due and payable, whether at Stated Maturity thereof (or, in the case of redemption or repayment, on or after the Redemption Date or the Repayment Date, as the case may be); or (d) change or waive the redemption or repayment provisions of any series; (e2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, indenture or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults applicable to such series hereunder and their consequences, ) provided for in this IndentureIndenture or reduce the quorum or voting requirements of Section 13.04; or (f3) modify any of the provisions of this Section or Section 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 Outstanding Security of such series affected thereby; provided, however , that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(h); or (g) adversely affect the ranking or priority of any series; (h) release any guarantor or co-obligor from any of its obligations under its guarantee of the Securities or this Indenture, except in compliance with the terms of this Indenture; or (i) waive any Event of Default pursuant to Section 5.01(a), Section 5.01(b) or Section 5.01(c) hereof with respect to such Security. A supplemental indenture that which changes or eliminates any covenant or other provision of this Indenture that which has expressly been included solely for the benefit of one or more particular series of Securities, or that 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 Securityholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver to the Holders a notice briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders, or any defect in the notice, will not impair or affect the validity of the supplemental indenture.

Supplemental Indentures With Consent of Securityholders. 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 or indentures, by Act of said Holders delivered to the Company Company, the Guarantor and the Trustee, the Company Company, when authorized by a Board Resolution, the Guarantor, when authorized by a Guarantor's Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series under this Indenture; providedPROVIDED, however HOWEVER, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby:, (a1) change the Scheduled Maturity Date of the principal of, or the stated payment date Stated Maturity of any payment premium on, or any installment of premium or interest payable on on, any Security, or reduce the principal amount thereofthereof or the interest or any premium thereon, or any amount of interest or premium payable thereon, or (b) change the method of computing the amount of principal of any Security thereof or any interest payable thereon on any date, date or change any Place of Payment where, or the coin or currency in which, any Security or any payment of premium or interest thereon is payable, or (c) or impair the right to institute suit for the enforcement of any such payment described in clauses (a) or (b) on or after the same shall become due and payableMaturity or the Stated Maturity, whether at Maturity as the case may be, thereof (or, in the case of redemption or repayment, on or after the Redemption Date or the Repayment Date, as the case may be); or (d) change or waive the redemption or repayment provisions of any series; (e2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences, provided for in this Indenture; or (f3) modify any of the provisions of this Section or Section 5.13513, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however , that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(h); or (g) adversely affect the ranking or priority of any series; (h) release any guarantor or co-obligor from any of its obligations under its guarantee of the Securities or this Indenture, except in compliance with the terms of this Indenture; or (i) waive any Event of Default pursuant to Section 5.01(a), Section 5.01(b) or Section 5.01(c) hereof with respect to such Security. A supplemental indenture that which changes or eliminates any covenant or other provision of this Indenture that which has expressly been included solely for the benefit of one or more particular series of Securities, or that 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 Securityholders 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.

Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in Article Six) 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 or indentures, by Act of said Holders delivered to at the Company and the Trusteetime Outstanding, the Company Issuer, when authorized by a resolution of its Board of Directors, and the Trustee may may, from time to time and at any time time, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series under this IndentureSecurities; provided, however , provided that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: shall (a) change extend the Scheduled Maturity Date or the stated payment date final maturity of any payment of premium or interest payable on any Security, or reduce the principal amount thereof or premium, if any, thereon, or reduce the rate or extend the time of payment of interest thereon, or any premium payable upon the redemption thereof, or any amount of interest or premium payable thereon, or (b) change the method place of computing the amount of principal of any Security or any interest payable thereon on any date, or change any Place of Payment payment where, or the coin or currency in which, any Security or any payment of principal, premium or interest thereon is payable, or or reduce or alter the method of calculation of any amount payable on redemption, repurchase or repayment thereof (c) or the time at which any such redemption, repurchase or repayment may be made), or impair or adversely affect the right of any Securityholder to institute suit for the enforcement payment or conversion thereof or adversely affect the right to convert the Securities in accordance with Article Twelve, in each case, without the consent of the Holder of each Security so affected; provided no consent of any payment described in clauses (aHolder of any Security shall be necessary under this Section 7.2 to permit the Trustee and the Issuer to execute supplemental indentures pursuant to Section 7.1(e) and Section 12.5 of this Indenture; or (b) on or after the same shall become due and payable, whether at Maturity or, in the case of redemption or repayment, on or after the Redemption Date or the Repayment Date, as the case may be; or (d) change or waive the redemption or repayment provisions of any series; (e) reduce the aforesaid percentage in principal amount of the Outstanding Securities of any seriesSecurities, the consent of whose the Holders of which is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences, provided for in this Indenture; or (f) modify any of the provisions of this Section or Section 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 Holders of each Outstanding Security affected therebyso affected; provided, however , that this clause shall not be deemed or (c) reduce the percentage of Securities necessary 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 Sections 6.11 and 9.01(h); or (g) adversely affect the ranking or priority of any series; (h) release any guarantor or co-obligor from any of its obligations under its guarantee of the Securities or this Indenture, except in compliance with the terms of this Indenture; or (i) waive any Event of Default pursuant to Section 5.01(a), Section 5.01(b) or Section 5.01(c) hereof with respect to such Security. A supplemental indenture that changes or eliminates any covenant or other provision of this Indenture that has expressly been included solely for the benefit of one or more particular series of Securities, or that modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Securityholders 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.past default

Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in Article 6) of the Holders of not less than a majority in of the aggregate principal amount of the Securities at the time Outstanding Securities of each a series affected by such supplemental indenture or indentures, by Act of said Holders delivered to the Company and the Trusteeindenture, the Company Issuer, when authorized by a resolution of its Board of Directors, and the Trustee may may, from time to time and at any time time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series under this Indentureseries; provided, however , that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: shall (a) change extend the Scheduled Maturity Date or the stated payment date final maturity of any payment of premium or interest payable on any Security, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or alter or waive any amount of interest payable on redemption thereof or premium payable thereon, or (b) change the method of computing alter or waive the amount of the principal of any an Original Issue Discount Security that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 4.01 or any interest payable thereon on any datethe amount thereof provable in bankruptcy pursuant to Section 4.02, or change any Place of Payment wherethe currency in which principal or interest is paid, or the coin impair or currency in which, any Security or any payment of premium or interest thereon is payable, or (c) impair affect the right of any Securityholder to institute suit for the enforcement of any payment described in clauses (a) or (b) on or after the same shall become due and payable, whether at Maturity thereof or, in if the case Securities provide therefor, any right of redemption or repayment, on or after repayment at the Redemption Date or the Repayment Date, as the case may be; or (d) change or waive the redemption or repayment provisions of any series; (e) reduce the percentage in principal amount option of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences, provided for in this Indenture; or (f) modify any of the provisions of this Section or Section 5.13, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived Securityholder without the consent of the Holder of each Outstanding Security affected thereby; providedof such series so affected, however , that this clause shall not be deemed to require the consent of any Holder or waive a payment default with respect to changes in the references to “the Trustee” and concomitant changes in this SectionSecurities or any guarantee, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(h); or (g) adversely affect the ranking or priority of the Securities of any series; (h) , or release any guarantor or co-obligor from any of its obligations under its guarantee of or the Securities or this Indenture, except in compliance with the terms of this the Indenture; or , (ib) waive any Event reduce the aforesaid percentage of Default pursuant to Section 5.01(a)Securities of such series, Section 5.01(b) or Section 5.01(c) hereof with respect to such Security. A supplemental indenture that changes or eliminates any covenant or other provision of this Indenture that has expressly been included solely for the benefit of one or more particular series of Securities, or that modifies the rights consent of the Holders of Securities of such series with respect which is required for any amendment, supplemental indenture, or waiver or consent to such covenant or other provision, shall be deemed not to affect take any action without the rights under this Indenture consent of the Holders of Securities each Security of such series so affected. Upon the request of the Issuer, accompanied by a copy of a resolution of the Board of Directors certified by the secretary or an assistant secretary of the Issuer authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid and other seriesdocuments, if any, required by Section 6.01, the Trustee shall join with the Issuer 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. It shall not be necessary for any Act the consent of the Securityholders under this Section 9.02 section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. Promptly after the execution by the Issuer and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Issuer shall mail a notice thereof by first class mail to the Holders of Securities of each series affected thereby at their addresses as they shall appear on the registry books of the Issuer, 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 Securityholders. 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 or indentures, by Act of said Holders delivered to the Company and the Trustee, the Company and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series under this Indenture; provided, however however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: (a) change the Scheduled Maturity Date or the stated payment date of any payment of premium or interest payable on any Security, or reduce the principal amount thereof, or any amount of interest or premium payable thereon, or (b) change the method of computing the amount of principal of any Security or any interest payable thereon on any date, or change any Place of Payment where, or the coin or currency in which, any Security or any payment of premium or interest thereon is payable, or (c) impair the right to institute suit for the enforcement of any payment described in clauses (a) or (b) on or after the same shall become due and payable, whether at Maturity or, in the case of redemption or repayment, on or after the Redemption Date or the Repayment Date, as the case may be; or (d) change or waive the redemption or repayment provisions of any series; (e) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences, provided for in this Indenture; or (f) modify any of the provisions of this Section or Section 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 Outstanding Security affected thereby; provided, however 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 Sections 6.11 and 9.01(h); or (g) adversely affect the ranking or priority of any series; (h) release any guarantor or co-obligor from any of its obligations under its guarantee Guarantee of the Securities or this Indenture, except in compliance with the terms of this Indenture; or (i) waive any Event of Default pursuant to Section 5.01(a), Section 5.01(b) or Section 5.01(c) hereof with respect to such Security. A supplemental indenture that changes or eliminates any covenant or other provision of this Indenture that has expressly been included solely for the benefit of one or more particular series of Securities, or that modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Securityholders 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.

Supplemental Indentures With Consent of Securityholders. 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 or indentures, by Act of said Holders delivered to the Company and the Trustee, the Company Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series under this Indenture; provided, however however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security of such series adversely affected thereby:, (a1) change the Scheduled Maturity Date of the principal of, or the stated payment date Stated Maturity of any payment premium on, or any installment of premium or interest payable on on, any SecuritySecurity of such series, or reduce the principal amount thereof, thereof or any amount the rate of interest (or premium Additional Amounts, if any) payable thereon, or (b) or change the method of computing the amount of principal of any Security thereof or any interest (or Additional Amounts, if any) payable thereon on any date, date or change any Place of Payment where, or the coin or currency in which, any Security of such Series or any payment of premium or interest thereon is payable, or (c) or impair the right to institute suit for the enforcement of any such payment described in clauses (a) or (b) on or after the same shall become due and payableMaturity or the Stated Maturity, whether at Maturity as the case may be, thereof (or, in the case of redemption or repayment, on or after the Redemption Date or the Repayment Date, as the case may be); or (d) change or waive the redemption or repayment provisions of any series; (e2) reduce the percentage in aggregate principal amount of the Outstanding Securities of any such series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences, provided for in this Indenture; or (f3) modify any of the provisions of this Section, Section 513 or Section 5.131012, 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 of such series affected thereby; provided, however , that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(h); or (g) adversely affect the ranking or priority of any series; (h) release any guarantor or co-obligor from any of its obligations under its guarantee of the Securities or this Indenture, except in compliance with the terms of this Indenture; or (i) waive any Event of Default pursuant to Section 5.01(a), Section 5.01(b) or Section 5.01(c) hereof with respect to such Security. A supplemental indenture that which changes or eliminates any covenant or other provision of this Indenture that which has expressly been included solely for the benefit of one or more particular series of Securities, or that 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 Securityholders 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.

Supplemental Indentures With Consent of Securityholders. 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 or indenturesindentures (acting as one class), by Act of said Holders delivered to the Company and the TrusteeTrustee (in accordance with Section 1.04 hereof), the Company Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series under this Indenture; provided, however however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: (a1) change the Scheduled Maturity Date of the principal of, or the stated payment date Stated Maturity of any payment premium on, or any installment of premium or interest payable on on, any Security, or reduce the principal amount thereofthereof or the interest or any premium thereon, or any amount of interest or premium payable thereon, or (b) change the method of computing the amount of principal of any Security thereof or any interest payable thereon on any date, date or change any Place of Payment where, or the coin or currency in which, any Security or any payment of premium or interest thereon is payable, or (c) or impair the right to institute suit for the enforcement of any such payment described in clauses (a) or (b) on or after the same shall become due and payableMaturity or the Stated Maturity, whether at Maturity as the case may be, thereof (or, in the case of redemption or repayment, on or after the Redemption Date or the Repayment Date, as the case may be), or alter the provisions of this Indenture so as to affect adversely the terms, if any, of conversion of any Securities into Common Stock or other securities; or (d) change or waive the redemption or repayment provisions of any series; (e2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences, provided for in this Indenture; or (f3) modify any of the provisions of this Section 9.02, Section 5.13 or Section 5.1310.07, 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 thereby; provided, however , that this clause shall not be deemed to require or (4) impair or adversely affect the consent right of any Holder to institute suit for the enforcement of any payment on, or with respect to changes to, the Securities of any series on or after the Stated Maturity of such Securities (or in the references to “case of redemption, on or after the Trustee” and concomitant changes in this Section, or the deletion Redemption Date). For purposes of this provisoSection 9.02, in accordance with if the requirements of Sections 6.11 and 9.01(h); or (g) adversely affect the ranking or priority Securities of any series; (h) release any guarantor or co-obligor from any series are issuable upon the exercise of its obligations under its guarantee warrants, each holder of the Securities or this Indenture, except in compliance with the terms of this Indenture; or (i) waive any Event of Default pursuant to Section 5.01(a), Section 5.01(b) or Section 5.01(c) hereof an unexercised and unexpired warrant with respect to such Securityseries 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 that changes or eliminates any covenant or other provision of this Indenture that has expressly been included solely for the benefit of one or more particular series of Securities, or that modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Securityholders 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.

Supplemental Indentures With Consent of Securityholders. With Without limiting the consent provisions of Section 7.1, IRSA, when authorized by a resolution of the Holders Board of not less than a majority in principal amount Directors of the Outstanding Securities of each series affected by such supplemental indenture or indenturesIRSA, by Act of said Holders delivered to the Company and the Trustee, the Company and the Trustee may may, from time to time and at any time time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture Indenture, the Securities of any Series or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each any Series, with the affirmative vote, at a meeting of Holders of such series under this IndentureSeries or an adjourned meeting duly convened at which a quorum is present as provided in Section 6.6, of a majority in aggregate principal amount of the Securities of such Series then Outstanding represented and voting at such meeting; provided, however , provided that no such supplemental indenture shall, without the consent of the each Holder of each Outstanding a Security of a Series adversely affected thereby: , (a) change extend the Scheduled Maturity Date or due date for the stated payment date of any payment of premium principal of, premium, if any, or any installment of interest payable on any such Security, or (b) reduce the principal amount thereofof, the portion of such principal amount which is payable upon acceleration of the maturity of, the rate of interest on or the premium payable upon redemption of any such Security, (c) reduce the obligation of IRSA to pay Additional Amounts on any such Security, (d) shorten the period during which IRSA is not permitted to redeem any such Security, or permit IRSA to redeem any amount such Security if, prior to such action, IRSA is not permitted to do so, (e) amend the circumstances under which the Securities of interest or premium payable thereonsuch Series may be redeemed, or (bf) change the method of computing Specified Currency in which or the amount of principal of required places at which any such Security or any interest payable thereon on any date, or change any Place of Payment where, or the coin or currency in which, any Security or any payment of premium or interest thereon is payable, or (c) impair the right to institute suit for the enforcement of any payment described in clauses (a) or (b) on or after the same shall become due and payable, whether at Maturity or, in the case of redemption or repayment, on or after the Redemption Date or the Repayment Date, as the case may be; or (d) change or waive the redemption or repayment provisions of any series; (eg) reduce the percentage in of aggregate principal amount of the Outstanding such Securities of any seriesnecessary to modify, the consent of whose Holders is required for any amend or supplement this Indenture or such supplemental indentureSecurities, or the consent of whose Holders is required for any waiver of compliance with certain provisions thereof or for waiver of this Indenture certain defaults, (h) reduce the percentage of aggregate principal amount of Outstanding Securities required for the adoption of a resolution or certain defaults hereunder and their consequences, provided for in this Indenture; or the quorum required at any meeting of Holders of such Securities at which a resolution is adopted or (fi) modify any of the provisions of this Section or Section 5.13Sections 4.10 or 6.6, 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 adversely affected thereby; provided. Upon the request of IRSA and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid and other documents, however if any, that required by Section 6.1, the Trustee shall join with IRSA in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this clause Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Sectionobligated to, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(h); or (g) adversely affect the ranking or priority of any series; (h) release any guarantor or co-obligor from any of its obligations under its guarantee of the Securities or this Indenture, except in compliance with the terms of this Indenture; or (i) waive any Event of Default pursuant to Section 5.01(a), Section 5.01(b) or Section 5.01(c) hereof with respect to enter into such Security. A supplemental indenture that changes or eliminates any covenant or other provision of this Indenture that has expressly been included solely for the benefit of one or more particular series of Securities, or that modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other seriesindenture. It shall not be necessary for any Act the consent of the Securityholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. Promptly after the execution by IRSA and the Trustee of any supplemental indenture pursuant to the provisions of this Section, IRSA at its expense shall give notice thereof to the Holders as provided in Section 12.5, and to the CNV, setting forth in general terms the substance of such supplemental indenture. If IRSA shall fail to give such notice to the Holders within fifteen (15) days after the execution of such supplemental indenture and a Responsible Officer of the Trustee shall have notice of such failure, the Trustee shall give notice to the Holders as provided in Section 12.5 and to the CNV at the expense of IRSA.

Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in Section 8.1 and Section 8.2) of the Holders holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each series affected by such supplemental indenture at the time Outstanding, voting as a single class (including consents obtained in connection with a purchase of, or indenturestender offer or exchange offer for, by Act Securities of said Holders delivered to the Company and the Trusteesuch series), the Company (when authorized by or pursuant to a Board Resolution) and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Securities of each such series under this IndentureIndenture or under the Securities of such series; provided, however however, that no such supplemental indenture shall, without the consent of the Holder holder of each Outstanding Security of such series affected thereby:, (a) change the Scheduled Stated Maturity Date of the principal of, or a scheduled date for the stated payment date of any payment interest on, the Securities of premium or interest payable on any Security, or such series; (b) reduce the principal amount thereof, the rate of interest payable on, or any amount of interest or premium payable thereonupon the redemption of, or (b) change the method Securities of computing the amount of principal of any Security or any interest payable thereon on any date, or change any Place of Payment where, or the coin or currency in which, any Security or any payment of premium or interest thereon is payable, orsuch series; (c) change the Specified Currency in which the principal of, or any premium or interest on or with respect to the Securities of such series is payable; (d) impair or affect the right of any holder of Securities of such series to institute suit for the enforcement of any payment described in clauses (a) of principal, premium, or (b) interest on or with respect to any Security of such series on or after the same shall date that such payment has become due and payable; (e) with respect to the Securities of a series the terms of which provide for the making and consummation of an offer to repurchase such Securities in connection with a change of control (as defined in such terms), whether at Maturity oramend, in change or modify the case obligation of redemption or repayment, on or the Company to make and consummate such offer to repurchase after the Redemption Date related change of control has occurred, including amending, changing or the Repayment Date, as the case may bemodifying any definition relating thereto; or (d) change or waive the redemption or repayment provisions of any series; (ef) reduce the percentage in principal amount of the Outstanding Securities of any such series, the consent of whose Holders the holders of which is required for any such supplemental indenture, or the consent of whose Holders holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences, consequences provided for in this Indenture; or (f) modify any , or reduce the requirements in Article 9 for quorum or voting. Notwithstanding the foregoing, holders of the provisions of this Section or Section 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 Outstanding Security affected thereby; provided, however , that this clause shall not be deemed to require the consent Securities of any Holder series shall vote as a separate class with respect to changes in the references to “the Trustee” and concomitant changes in this Section, modifications or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(h); or (g) adversely amendments that affect the ranking or priority of any series; (h) release any guarantor or co-obligor from any of its obligations under its guarantee of only the Securities or this Indentureof such series, except in compliance with and the terms holders of this Indenture; or (i) waive other series of Securities shall not have any Event of Default pursuant to Section 5.01(a), Section 5.01(b) or Section 5.01(c) hereof voting rights with respect to such Securitymatters as they relate to the Securities of such series. A supplemental indenture that changes or eliminates any covenant or other provision of this Indenture that has expressly shall have been included expressly and solely for the benefit of one or more particular series of Securities, or that modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act the consent of the Securityholders under this Section 9.02 10.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent 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 Securityholders (evidenced as provided in Section 8.1 and

Supplemental Indentures With Consent of Securityholders. 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 or indentures, by Act of said Holders delivered to the Company and the Trustee, the Company and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series under this Indenture; provided, however , that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: (a) change the Scheduled Maturity Date or the stated payment date of any payment of premium or interest payable on any Security, or reduce the principal amount thereof, or any amount of interest or premium payable thereon, or (b) change the method of computing the amount of principal of any Security or any interest payable thereon on any date, or change any Place of Payment where, or the coin or currency in which, any Security or any payment of premium or interest thereon is payable, or (c) impair the right to institute suit for the enforcement of any payment described in clauses (a) or (b) on or after the same shall become due and payable, whether at Maturity or, in the case of redemption or repayment, on or after the Redemption Date or the Repayment Date, as the case may be; or (d) change or waive the redemption or repayment provisions of any series; (e) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences, provided for in this Indenture; or (f) modify any of the provisions of this Section or Section 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 Outstanding Security affected thereby; provided, however , that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(h); or (g) adversely affect the ranking or priority of any series; (h) release any guarantor or co-obligor from any of its obligations under its guarantee of the Securities or this Indenture, except in compliance with the terms of this Indenture; or (i) waive any Event of Default pursuant to Section 5.01(a), Section 5.01(b) or Section 5.01(c) hereof with respect to such Security. A supplemental indenture that changes or eliminates any covenant or other provision of this Indenture that has expressly been included solely for the benefit of one or more particular series of Securities, or that modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Securityholders 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.

Supplemental Indentures With Consent of Securityholders. 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 or indenturesindentures (acting as one class), by Act of said Holders delivered to the Company and the TrusteeTrustee (in accordance with Section 1.04 hereof), the Company Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series under this Indenture; provided, however however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: (a1) change the Scheduled Maturity Date of the principal of, or the stated payment date Stated Maturity of any payment premium on, or any installment of premium or interest payable on on, any Security, or reduce the principal amount thereofthereof or the interest or any premium thereon, or any amount of interest or premium payable thereon, or (b) change the method of computing the amount of principal of any Security thereof or any interest payable thereon on any date, date or change any Place of Payment where, or the coin or currency in which, any Security or any payment of premium or interest thereon is payable, or (c) or impair the right to institute suit for the enforcement of any such payment described in clauses (a) or (b) on or after the same shall become due and payableMaturity or the Stated Maturity, whether at Maturity as the case may be, thereof (or, in the case of redemption or repayment, on or after the Redemption Date or the Repayment Date, as the case may be), or alter the provisions of this Indenture so as to affect adversely the terms, if any, of conversion of any Securities into Common Stock or other securities; or (d) change or waive the redemption or repayment provisions of any series; (e2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences, provided for in this Indenture; or (f3) modify any of the provisions of this Section 9.02, Section 5.13 or Section 5.1310.07, 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 thereby; provided, however , that this clause shall not be deemed to require or (4) impair or adversely affect the consent right of any Holder to institute suit for the enforcement of any payment on, or with respect to changes to, the Securities of any series on or after the Stated Maturity of such Securities (or in the references to “case of redemption, on or after the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(hRedemption Date); or (g5) adversely affect make any change in the ranking or priority terms of any series; (h) release any guarantor or co-obligor from any of its obligations under its guarantee the subordination of the Securities or this Indenture, except in compliance with a manner adverse in any material respect to the terms Holders of any series of Outstanding Securities. For purposes of this Indenture; or (i) waive Section 9.02, if the Securities of any Event series are issuable upon the exercise of Default pursuant to Section 5.01(a)warrants, Section 5.01(b) or Section 5.01(c) hereof each holder of an unexercised and unexpired warrant with respect to such Securityseries 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 that changes or eliminates any covenant or other provision of this Indenture that has expressly been included solely for the benefit of one or more particular series of Securities, or that modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Securityholders 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.

Supplemental Indentures With Consent of Securityholders. With the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each series adversely affected by such supplemental indenture or indentures, by Act of said Holders delivered to the Company Bank and the Trustee, the Company and when authorized by a Board Resolution, the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series under this Indenture; provided, however however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security adversely affected thereby:, (a) change extend the Scheduled Maturity Date of the principal of, or the stated payment date Stated Maturity of any payment premium on, or any scheduled installment of premium or interest payable on on, any Security, or reduce the principal amount thereofthereof or the interest or any premium thereon, or any amount of interest or premium payable thereon, or (b) change the method of computing the amount of principal of any Security thereof or any interest payable or premium, if any, thereon on any date, date or change any Place of Payment where, or the coin or currency in which, any Security the principal of or any payment of premium or interest thereon (including Additional Amounts) on any Security is payable, or (c) or impair the right of Holders to institute suit for the enforcement of any such payment described in clauses (a) or (b) on or after the same shall become due and payableMaturity or the Stated Maturity, whether at Maturity as the case may be, thereof (or, in the case of redemption or repayment, on or after the Redemption Date or the Repayment Date, as the case may be); or (d) change or waive the redemption or repayment provisions of any series; (eb) 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 certain provisions of this Indenture or certain defaults hereunder and their consequences, provided for in this Indenture; or (fc) modify any of the provisions of this Section or Section 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 Outstanding Security adversely affected thereby. The Bank 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, however 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, that this clause any such consent previously given shall not be deemed to require the consent of automatically and without further action by any Holder with respect to changes in the references to “the Trustee” be cancelled and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(h); or (g) adversely affect the ranking or priority of any series; (h) release any guarantor or co-obligor from any of its obligations under its guarantee of the Securities or this Indenture, except in compliance with the terms of this Indenture; or (i) waive any Event of Default pursuant to Section 5.01(a), Section 5.01(b) or Section 5.01(c) hereof with respect to such Securityno further effect. A supplemental indenture that which changes or eliminates any covenant or other provision of this Indenture that which has expressly been included solely for the benefit of one or more particular series of Securities, or that which modifies the rights of the Holders of Securities Securityholders 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 Securityholders of any other series. It shall not be necessary for any Act of Securityholders 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.

Supplemental Indentures With Consent of Securityholders. 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 or indentures, by Act of said Holders delivered to the Company [, the Guarantor] and the Trustee, the Company Company, when authorized by a Board Resolution [the Guarantor, when authorized by a Guarantor's Board Resolution], and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental supple mental 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 each such series under this Indenture; providedPROVIDED, however HOWEVER, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby:, (a1) change the Scheduled Maturity Date of the principal of, or the stated payment date Stated Maturity of any payment premium on, or any installment of premium or interest payable on on, any Security, or reduce the principal amount thereofthereof or the interest or any premium thereon, or any amount of interest or premium payable thereon, or (b) change the method of computing the amount of principal of any Security thereof or any interest payable thereon on any date, date or change any Place of Payment where, or the coin or currency in which, any Security or any payment of premium or interest thereon is payable, or (c) or impair the right to institute suit for the enforcement of any such payment described in clauses (a) or (b) on or after the same shall become due and payableMaturity or the Stated Maturity, whether at Maturity as the case may be, thereof (or, in the case of redemption or repayment, on or after the Redemption Date or the Repayment Date, as the case may be); or (d) change or waive the redemption or repayment provisions of any series; (e2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences, provided for in this Indenture; or (f3) modify any of the provisions of this Section or Section 5.13513, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however , that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(h); or (g) adversely affect the ranking or priority of any series; (h) release any guarantor or co-obligor from any of its obligations under its guarantee of the Securities or this Indenture, except in compliance with the terms of this Indenture; or (i) waive any Event of Default pursuant to Section 5.01(a), Section 5.01(b) or Section 5.01(c) hereof with respect to such Security. A supplemental indenture that which changes or eliminates any covenant or other provision of this Indenture that which has expressly been included solely for the benefit of one or more particular series of Securities, or that 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 Securityholders 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.

Supplemental Indentures With Consent of Securityholders. 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 or indentures, by Act of said Holders delivered to the Company and the Trustee, the Company and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series under this Indenture; provided, however however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: (a) change the Scheduled Maturity Date or the stated payment date of any payment of premium or interest payable on any Security, or reduce the principal amount thereof, or any amount of interest or premium payable thereon, or (b) change the method of computing the amount of principal of any Security or any interest payable thereon on any date, or change any Place of Payment where, or the coin or currency in which, any Security or any payment of premium or interest thereon is payable, or (c) impair the right to institute suit for the enforcement of any payment described in clauses (a) or (b) on or after the same shall become due and payable, whether at Maturity or, in the case of redemption or repayment, on or after the Redemption Date or the Repayment Date, as the case may be; or (d) change or waive the redemption or repayment provisions of any series; (e) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences, provided for in this Indenture; or (f) modify any of the provisions of this Section or Section 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 Outstanding Security affected thereby; provided, however 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 Sections 6.11 and 9.01(h9.01(g); or (g) adversely affect the ranking or priority of any series; (h) release any guarantor or co-obligor from any of its obligations under its guarantee of the Securities or this Indenture, except in compliance with the terms of this Indenture; or (ih) waive any Event of Default pursuant to Section 5.01(a), Section 5.01(b) or Section 5.01(c) hereof with respect to such Security. A supplemental indenture that changes or eliminates any covenant or other provision of this Indenture that has expressly been included solely for the benefit of one or more particular series of Securities, or that modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Securityholders 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.

Supplemental Indentures With Consent of Securityholders. 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 or indenturesindentures (acting as one class), by Act of said Holders delivered to the Company and the TrusteeTrustee (in accordance with Section 1.04 hereof), the Company Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series under this Indenture; provided, however however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: (a1) change the Scheduled Maturity Date of the principal of, or the stated payment date Stated Maturity of any payment premium on, or any installment of premium or interest payable on on, any Security, or reduce the principal amount thereofthereof or the interest or any premium thereon, or any amount of interest or premium payable thereon, or (b) change the method of computing the amount of principal of any Security thereof or any interest payable thereon on any date, date or change any Place of Payment where, or the coin or currency in which, any Security or any payment of premium or interest thereon is payable, or (c) or impair the right to institute suit for the enforcement of any such payment described in clauses (a) or (b) on or after the same shall become due and payableMaturity or the Stated Maturity, whether at Maturity as the case may be, thereof (or, in the case of redemption or repayment, on or after the Redemption Date or the Repayment Date, as the case may be), or alter the provisions of this Indenture so as to affect adversely the terms, if any, of conversion of any Securities into Common Stock or other securities; or (d) change or waive the redemption or repayment provisions of any series; (e2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences, provided for in this Indenture; or (f3) modify any of the provisions of this Section, Section 5.13 or Section 5.1310.07, 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 thereby; provided, however , that this clause shall not be deemed to require ; (4) impair or adversely affect the consent right of any Holder to institute suit for the enforcement of any payment on, or with respect to changes to, the Securities of any series on or after the Stated Maturity of such Securities (or in the references to “case of redemption, on or after the Trustee” and concomitant changes in this Section, Redemption Date); (5) amend or the deletion modify Section 13.01 of this proviso, Indenture in accordance with any manner adverse to the requirements rights of Sections 6.11 and 9.01(h); or (g) adversely affect the ranking or priority Holders of the Outstanding Securities of any series; (h) release any guarantor or co-obligor from any . For purposes of its obligations under its guarantee of this Section 9.02, if the Securities or this Indentureof any series are issuable upon the exercise of warrants, except in compliance with the terms each holder of this Indenture; or (i) waive any Event of Default pursuant to Section 5.01(a), Section 5.01(b) or Section 5.01(c) hereof an unexercised and unexpired warrant with respect to such Securityseries 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 that which changes or eliminates any covenant or other provision of this Indenture that which has expressly been included solely for the benefit of one or more particular series of Securities, or that 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 Securityholders 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.

Supplemental Indentures With Consent of Securityholders. 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 or indentures, by Act of said Holders delivered to the Company Company[, the Guarantor] and the Trustee, the Company Company, when authorized by a Board Resolution, [the Guarantor, when authorized by a Guarantor's Board Resolution,] and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental supple mental 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 each such series under this Indenture; providedPROVIDED, however HOWEVER, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby:, (a1) change the Scheduled Maturity Date of the principal of, or the stated payment date Stated Maturity of any payment premium on, or any installment of premium or interest payable on on, any Security, or reduce the principal amount thereofthereof or the interest or any premium thereon, or any amount of interest or premium payable thereon, or (b) change the method of computing the amount of principal of any Security thereof or any interest payable thereon on any date, date or change any Place of Payment where, or the coin or currency in which, any Security or any payment of premium or interest thereon is payable, or (c) or impair the right to institute suit for the enforcement of any such payment described in clauses (a) or (b) on or after the same shall become due and payableMaturity or the Stated Maturity, whether at Maturity as the case may be, thereof (or, in the case of redemption or repayment, on or after the Redemption Date or the Repayment Date, as the case may be); or (d) change or waive the redemption or repayment provisions of any series; (e2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences, provided for in this Indenture; or (f3) modify any of the provisions of this Section or Section 5.13513, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however , that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(h); or (g) adversely affect the ranking or priority of any series; (h) release any guarantor or co-obligor from any of its obligations under its guarantee of the Securities or this Indenture, except in compliance with the terms of this Indenture; or (i) waive any Event of Default pursuant to Section 5.01(a), Section 5.01(b) or Section 5.01(c) hereof with respect to such Security. A supplemental indenture that which changes or eliminates any covenant or other provision of this Indenture that which has expressly been included solely for the benefit of one or more particular series of Securities, or that 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 Securityholders 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.

Supplemental Indentures With Consent of Securityholders. 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 100 indenture or indenturesindentures (and, in the case of any series of Securities held as trust assets of a Fund American Trust and with respect to which a Security Exchange has not theretofore occurred, such consent of holders of the Preferred Securities and the Common Securities of such Fund American Trust as may be required under the Declaration of Trust of such Fund American Trust), by Act of said Holders delivered to the Company, the Company and the Trustee, the Company Company, when authorized by a Board Resolution, the Guarantor, when authorized by a Guarantor's Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series under this Indenture; provided, however however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby:thereby (and, in the case of any series of Securities held as trust assets of a Fund American Trust and with respect to which a Security Exchange has not theretofore occurred, such consent of holders of the Preferred Securities and the Common Securities of such Fund American Trust as may be required under the Declaration of Trust of such Fund American Trust), (a1) change the Scheduled Maturity Date of the principal of, or the stated payment date Stated Maturity of any payment premium on, or any installment of premium or interest payable on on, any Security, or reduce the principal amount thereofthereof or the interest or any premium thereon, or any amount of interest or premium payable thereon, or (b) change the method of computing the amount of principal of any Security thereof or any interest payable thereon on any date, date or change any Place of Payment where, or the coin or currency in which, any Security or any payment of premium or interest thereon is payable, or (c) or impair the right to institute suit for the enforcement of any such payment described in clauses (a) or (b) on or after the same shall become due and payableMaturity or the Stated Maturity, whether at Maturity as the case may be, thereof (or, in the case of redemption or repayment, on or after the Redemption Date or the Repayment Date, as the case may be); or (d) change or waive the redemption or repayment provisions of any series; (e2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of 101 this Indenture or certain defaults hereunder and their consequences, provided for in this Indenture; or (f3) modify any of the provisions of this Section or Section 5.13513, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however , that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(h); or (g) adversely affect the ranking or priority of any series; (h) release any guarantor or co-obligor from any of its obligations under its guarantee of the Securities or this Indenture, except in compliance with the terms of this Indenture; or (i) waive any Event of Default pursuant to Section 5.01(a), Section 5.01(b) or Section 5.01(c) hereof with respect to such Security. A supplemental indenture that which changes or eliminates any covenant or other provision of this Indenture that which has expressly been included solely for the benefit of one or more particular series of Securities, or that 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 Securityholders 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.

Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in Article VIII) 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 supplemental indenture or indentures, by Act of said Holders delivered to the Company and the Trustee(voting as one class), the Company Issuer, when authorized by a resolution of its Board of Directors, and the Trustee may may, from time to time and at any time time, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of execution thereof) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series under this Indentureseries; provided, however , provided that no such supplemental indenture shallshall (a) change the Stated Maturity of any Security of such series, or reduce the principal amount thereof or the amount of any premium thereon, or reduce the rate, extend the time of payment or change the method of calculation of interest thereon, or reduce any amount payable on redemption thereof or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon an acceleration with respect thereto pursuant to Section 6.1 or the amount thereof provable in bankruptcy pursuant to Section 6.2, or impair or adversely affect the right of any Securityholder to institute suit for the payment thereof or, if the Securities provide therefor, any right of repayment at the option of the Securityholder, without the consent of the Holder of each Outstanding Security affected thereby: (a) change the Scheduled Maturity Date or the stated payment date of any payment of premium or interest payable on any Securitysuch series so affected, or reduce the principal amount thereof, or any amount of interest or premium payable thereon, or (b) change the method of computing the amount of principal of any Security or any interest payable thereon on any date, or change any Place of Payment where, or the coin or currency in which, any Security or any payment of premium or interest thereon is payable, or (c) impair the right to institute suit for the enforcement of any payment described in clauses (a) or (b) on or after the same shall become due and payable, whether at Maturity or, in the case of redemption or repayment, on or after the Redemption Date or the Repayment Date, as the case may be; or (d) change or waive the redemption or repayment provisions of any series; (e) reduce the aforesaid percentage in of the principal amount of the Outstanding Securities of any such series, the consent of whose the Holders of which is required for any such supplemental indenture, indenture or the consent of whose Holders is required for any waiver of compliance with certain provisions any obligations of this Indenture or certain defaults hereunder and their consequences, provided for in the Issuer under this Indenture; or (f) modify any of the provisions of this Section or Section 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 Holders of each Outstanding Security affected therebyof such series so affected; provided, however further, that this clause shall not be deemed to require the consent of any Holder with respect to changes that, 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 9.01(h); or (g) adversely affect the ranking or priority of any series; (h) release any guarantor or co-obligor from any of its obligations under its guarantee case of the Securities or this Indentureof a series issued to an IDACORP Trust, except in compliance with so long as any of the terms corresponding series of this Indenture; or Preferred Securities issued by such IDACORP Trust remains outstanding, (i) waive no such amendment shall be made that adversely affects the holders of such Preferred Securities in any material respect, and no discharge of this Indenture shall occur, and no waiver of any Event of Default pursuant or compliance with any covenant under this Indenture shall be effective, without the prior consent of the holders of not less than a majority of the aggregate Liquidation Amount (as defined in the related Trust Agreement) of such Preferred Securities then outstanding unless and until the principal and premium, if any, of the Securities of such series and all accrued and unpaid interest thereon have been paid in full and (ii) no amendment shall be made to Section 5.01(a), Section 5.01(b) or Section 5.01(c) hereof with respect to such Security. A supplemental indenture that changes or eliminates any covenant or other provision 6.7 of this Indenture that has expressly been included solely for the benefit of one or more particular series of Securities, or that modifies would impair the rights of the Holders holders of Preferred Securities provided therein without the prior consent of the holders of each Preferred Security then outstanding unless and until the principal (and premium, if any) of the Securities of such series and all accrued and unpaid interest thereon have been paid in full. Upon the request of the Issuer, accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with respect to the Trustee of evidence of the consent of Securityholders as aforesaid and other documents, if any, required by Section 8.1, the Trustee shall join with the Issuer in the execution of such covenant supplemental indenture unless such supplemental indenture adversely affects the Trustee's own rights, duties or other provision, shall be deemed not to affect the rights immunities under this Indenture of or otherwise, in which case the Holders of Securities of any other seriesTrustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for any Act the consent of the Securityholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof.

Supplemental Indentures With Consent of Securityholders. 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 or indentures, by Act of said Holders delivered to the Company Company, the Guarantor and the Trustee, the Company Company, when authorized by a Board Resolution, the Guarantor, when authorized by a Guarantor’s Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series under this Indenture; provided, however however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby:, (a1) change the Scheduled Maturity Date of the principal of, or the stated payment date Stated Maturity of any payment premium on, or any installment of premium or interest payable on on, any Security, or reduce the principal amount thereofthereof or the interest or any premium thereon, or any amount of interest or premium payable thereon, or (b) change the method of computing the amount of principal of any Security thereof or any interest payable thereon on any date, date or change any Place of Payment where, or the coin or currency in which, any Security or any payment of premium or interest thereon is payable, or (c) or impair the right to institute suit for the enforcement of any such payment described in clauses (a) or (b) on or after the same shall become due and payableMaturity or the Stated Maturity, whether at Maturity as the case may be, thereof (or, in the case of redemption or repayment, on or after the Redemption Date or the Repayment Date, as the case may be); or (d) change or waive the redemption or repayment provisions of any series; (e2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences, provided for in this Indenture; or (f3) modify any of the provisions of this Section or Section 5.13513, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however , that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(h); or (g) adversely affect the ranking or priority of any series; (h) release any guarantor or co-obligor from any of its obligations under its guarantee of the Securities or this Indenture, except in compliance with the terms of this Indenture; or (i) waive any Event of Default pursuant to Section 5.01(a), Section 5.01(b) or Section 5.01(c) hereof with respect to such Security. A supplemental indenture that which changes or eliminates any covenant or other provision of this Indenture that which has expressly been included solely for the benefit of one or more particular series of Securities, or that 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 Securityholders 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.

Supplemental Indentures With Consent of Securityholders. 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 or indenturesindentures (acting as one class), by Act of said Holders delivered to the Company and the TrusteeTrustee (in accordance with Section 1.04 hereof), the Company Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series under this Indenture; provided, however however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: (a1) change the Scheduled Maturity Date of the principal of, or the stated payment date Stated Maturity of any payment premium on, or any installment of premium or interest payable on on, any Security, or reduce the principal amount thereofthereof or the interest or any premium thereon, or any amount of interest or premium payable thereon, or (b) change the method of computing the amount of principal of any Security thereof or any interest payable thereon on any date, date or change any Place of Payment where, or the coin or currency in which, any Security or any payment of premium or interest thereon is payable, or (c) or impair the right to institute suit for the enforcement of any such payment described in clauses (a) or (b) on or after the same shall become due and payableMaturity or the Stated Maturity, whether at Maturity as the case may be, thereof (or, in the case of redemption or repayment, on or after the Redemption Date or the Repayment Date, as the case may be), or alter the provisions of this Indenture so as to affect adversely the terms, if any, of conversion of any Securities into Common Stock or other securities; or (d) change or waive the redemption or repayment provisions of any series; (e2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences, provided for in this Indenture; or (f3) modify any of the provisions of this Section 9.02, Section 5.13 or Section 5.1310.07, 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 thereby; provided, however , that this clause shall not be deemed to require or (4) impair or adversely affect the consent right of any Holder to institute suit for the enforcement of any payment on, or with respect to changes to, the Securities of any series on or after the Stated Maturity of such Securities (or in the references to “case of redemption, on or after the Trustee” and concomitant changes in this Section, Redemption Date); (5) amend or the deletion modify Section 14.01 of this proviso, Indenture in accordance with any manner adverse to the requirements rights of Sections 6.11 and 9.01(h)the Holders of the Outstanding Securities of any series; or (g6) adversely affect make any change in the ranking or priority terms of any series; (h) release any guarantor or co-obligor from any of its obligations under its guarantee the subordination of the Securities or this Indenture, except in compliance with a manner adverse in any material respect to the terms Holders of any series of Outstanding Securities. For purposes of this Indenture; or (i) waive Section 9.02, if the Securities of any Event series are issuable upon the exercise of Default pursuant to Section 5.01(a)warrants, Section 5.01(b) or Section 5.01(c) hereof each holder of an unexercised and unexpired warrant with respect to such Securityseries 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 conclusively 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 that which changes or eliminates any covenant or other provision of this Indenture that which has expressly been included solely for the benefit of one or more particular series of Securities, or that 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 Securityholders 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.

Supplemental Indentures With Consent of Securityholders. With Except as otherwise set forth in an indenture supplemental hereto or Board Resolution creating such series of Securities or in the form of security for such Series, 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 or indenturesindentures (acting as one class), by Act of said Holders delivered to the Company and the TrusteeTrustee (in accordance with Section 1.04 hereof), the Company Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series under this Indenture; provided, however however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: (a1) change the Scheduled Maturity Date of the principal of, or the stated payment date Stated Maturity of any payment premium on, or any installment of premium or interest payable on on, any Security, or reduce the principal amount thereofthereof or the interest or any premium thereon, or any amount of interest or premium payable thereon, or (b) change the method of computing the amount of principal of any Security thereof or any interest payable thereon on any date, date or change any Place of Payment where, or the coin or currency in which, any Security or any payment of premium or interest thereon is payable, or (c) or impair the right to institute suit for the enforcement of any such payment described in clauses (a) or (b) on or after the same shall become due and payableMaturity or the Stated Maturity, whether at Maturity as the case may be, thereof (or, in the case of redemption or repayment, on or after the Redemption Date or the Repayment Date, as the case may be), or alter the provisions of this Indenture so as to affect adversely the terms, if any, of conversion of any Securities into Common Stock or other securities; or (d) change or waive the redemption or repayment provisions of any series; (e2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences, provided for in this Indenture; or (f3) modify any of the provisions of this Section 9.02, Section 5.13 or Section 5.1310.06, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however , that this clause shall not be deemed to require or (4) impair or adversely affect the consent right of any Holder to institute suit for the enforcement of any payment on, or with respect to changes to, the Securities of any series on or after the Stated Maturity of such Securities (or in the references to “case of redemption, on or after the Trustee” and concomitant changes in this Section, Redemption Date); (5) amend or the deletion modify Section 14.01 of this proviso, Indenture in accordance with any manner adverse to the requirements rights of Sections 6.11 and 9.01(h)the Holders of the Outstanding Securities of any series; or (g6) adversely affect make any change in the ranking or priority terms of any series; (h) release any guarantor or co-obligor from any of its obligations under its guarantee the subordination of the Securities or this Indenture, except in compliance with a manner adverse in any material respect to the terms Holders of any series of Outstanding Securities. For purposes of this Indenture; or (i) waive Section 9.02, if the Securities of any Event series are issuable upon the exercise of Default pursuant to Section 5.01(a)warrants, Section 5.01(b) or Section 5.01(c) hereof each holder of an unexercised and unexpired warrant with respect to such Securityseries 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 that which changes or eliminates any covenant or other provision of this Indenture that which has expressly been included solely for the benefit of one or more particular series of Securities, or that 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 Securityholders 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.

Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in Article Seven) of the Holders of not less than a majority in aggregate principal amount of the Securities then Outstanding Securities of each any series affected by such supplemental indenture or indentures, by Act of said Holders delivered to the Company and the Trusteeindenture, the Company Issuer, when authorized by a Board Resolution (which resolution may provide general terms or parameters for such action and may provide that the specific terms of such action may be determined in accordance with or pursuant to an Issuer Order), and the Trustee may may, from time to time and at any time time, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as in force at the date of execution thereof) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series under this Indentureseries; provided, however , that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: shall (a) change the Scheduled Maturity Date or extend the stated payment date final maturity of any payment the principal of premium or interest payable on any Security, or reduce the principal amount thereof, or any amount reduce the rate or extend the time of interest or premium payable thereon, or (b) change the method of computing the amount of principal of any Security or any interest payable thereon on any date, or change any Place of Payment where, or the coin or currency in which, any Security or any payment of premium or interest interest, if any, thereon is payable, or (c) impair the right to institute suit for the enforcement of any payment described in clauses (a) or (b) on or after the same shall become due and payable, whether at Maturity or, in the case of redemption an Original Issue Discount Security, reduce the rate of accretion of original issue discount thereon), or repaymentreduce or alter the method of computation of any amount payable on redemption, on repayment or after purchase by the Redemption Date Issuer thereof (or the Repayment Datetime at which any such redemption, as repayment or purchase may be made), or make the principal thereof (including any amount in respect of original issue discount), or interest, if any, thereon payable in any coin or currency other than that provided in the Securities or in accordance with the terms of the Securities, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon an acceleration of the maturity thereof or the amount thereof provable in bankruptcy in each case may be; or (d) change pursuant to Article Five, or waive impair or affect the redemption or repayment provisions right of any series; Securityholder to institute suit for the payment thereof or, if the Securities provide therefor, any right of repayment or purchase at the option of the Securityholder, in each case without the consent of the Holder of each Security so affected, or (eb) reduce the aforesaid percentage in principal amount of the Outstanding Securities of any series, the consent of whose the Holders of which is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences, provided for in this Indenture; or (f) modify any of the provisions of this Section or Section 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 Holders of each Outstanding Security affected thereby; provided, however , that this clause shall not be deemed to require the so affected. No 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 Sections 6.11 and 9.01(h); or (g) adversely affect the ranking or priority of any series; (h) release any guarantor or co-obligor from any of its obligations under its guarantee of the Securities or this Indenture, except in compliance with the terms of this Indenture; or (i) waive any Event of Default pursuant to Section 5.01(a), Section 5.01(b) or Section 5.01(c) hereof with respect to such Security. A supplemental indenture that changes or eliminates any covenant or other provision of this Indenture that has expressly been included solely for the benefit of one or more particular series of Securities, or that modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, Security 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 Securityholders 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.necessary

Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in Section 8.01) of the Holders of not less than a majority in the aggregate principal amount of the Outstanding Securities of each all series at the time outstanding affected by such supplemental indenture or indentures, by Act of said Holders delivered to the Company and the Trustee(voting as one class), the Company Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture indentures or of modifying in any manner the rights of the Holders of the Securities of each such series under this Indentureor any Coupons appertaining to such Securities; provided, however however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding outstanding Security affected thereby: , (ai) change the Scheduled Maturity Date or the stated payment date fixed maturity of any payment of premium or interest payable on any SecuritySecurities, or reduce the principal amount thereofthereof (or premium, if any), or reduce the rate or extend the time of payment of any amount of interest or premium payable thereon, or (b) change the method of computing Additional Amounts thereon or reduce the amount due and payable upon acceleration of the maturity thereof or the amount provable in bankruptcy, or make the principal of (premium, if any) or interest, if any, or Additional Amounts, if any, on any Security or payable in any interest payable thereon on any date, or change any Place of Payment where, or the coin or currency other than that provided in whichsuch Security, any Security or any payment of premium or interest thereon is payable, or (cii) impair the right to institute suit for the enforcement of any such payment described in clauses (a) or (b) on or after the same shall become due and payable, whether at Maturity stated maturity thereof (or, in the case of redemption or repaymentredemption, on or after the Redemption Date redemption date therefor) or the Repayment Date, as the case may be; or (d) change or waive the redemption or repayment provisions of any series; (eiii) reduce the aforesaid percentage in principal amount of the Outstanding Securities of any seriesSecurities, the consent of whose the Holders of which is required for any such supplemental indenture, or the consent of whose Holders is percentage 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 (f) modify any of the provisions of this Section or Section 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 Holders pursuant to Section 6.01 to waive defaults. Upon the request of each Outstanding Security affected thereby; providedthe Company, however accompanied by a copy of a Board Resolution certified by the Secretary or an Assistant Secretary of the Company authorizing the execution of any such supplemental indenture, that and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this clause Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Sectionobligated to, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(h); or (g) adversely affect the ranking or priority of any series; (h) release any guarantor or co-obligor from any of its obligations under its guarantee of the Securities or this Indenture, except in compliance with the terms of this Indenture; or (i) waive any Event of Default pursuant to Section 5.01(a), Section 5.01(b) or Section 5.01(c) hereof with respect to enter into such Security. A supplemental indenture that changes or eliminates any covenant or other provision of this Indenture that has expressly been included solely for the benefit of one or more particular series of Securities, or that modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other seriesindenture. It shall not be necessary for any Act the consent of the Securityholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. Promptly after the execution and delivery by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall give notice of such supplemental indenture (i) to the Holders of then outstanding Registered Securities of each series affected thereby, by mailing a notice thereof by first-class mail to such Holders at their addresses as they shall appear on the Security Register, (ii) if any Unregistered Securities of a series affected thereby are then outstanding, to the Holders thereof who have filed their names and addresses with the Trustee as described in Section 5.02(a)(iii), by mailing a notice thereof by first-class mail to such Holders at such addresses as were so furnished to the Trustee and (iii) if any Unregistered Securities of a series affected thereby are then outstanding, to all Holders thereof, if by publication of a notice thereof at least once in an Authorized Newspaper in London (and, if required by Section 4.04, at least once in an Authorized Newspaper in Luxembourg), and in each case such notice shall set forth in general terms the substance of such supplemental indenture. Any failure of the Company to mail or publish 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 Securityholders. 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 or indentures, by Act of said Holders delivered to the Company and the Trustee, the Company and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series under this Indenture; provided, however however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: (a) change the Scheduled Maturity Date or the stated payment date of any payment of premium or interest payable on any Security, or reduce the principal amount thereof, or any amount of interest or premium payable thereon, ; or (b) change the method of computing the amount of principal of any Security or any interest payable thereon on any date, or change any Place of Payment where, or the coin or currency in which, any Security or any payment of premium or interest thereon is payable, ; or (c) impair the right to institute suit for the enforcement of any payment described in clauses (a) or (b) on or after the same shall become due and payable, whether at Maturity or, in the case of redemption or repayment, on or after the Redemption Date or the Repayment Date, as the case may be; or (d) change or waive the redemption or repayment provisions of any series;; or (e) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences, provided for in this Indenture; or (f) modify any of the provisions of this Section 9.02 or Section 5.13Sections 5.13 or 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 thereby; provided, however 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 SectionSections 9.02 and Section 10.06, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(h); or (g) adversely affect the ranking or priority of any series;; or (h) release any guarantor or co-obligor from any of its obligations under its guarantee of the Securities or this Indenture, except in compliance with the terms of this Indenture; or (i) waive any Event of Default pursuant to Section Sections 5.01(a), Section 5.01(b) or Section 5.01(c) hereof with respect to such Security. A supplemental indenture that changes or eliminates any covenant or other provision of this Indenture that has expressly been included solely for the benefit of one or more particular series of Securities, or that modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Securityholders 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.

Supplemental Indentures With Consent of Securityholders. 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 or indentures, by Act of said Holders delivered to the Company and the Trustee, the Company and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series under this Indenture; provided, however however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: (a) change the Scheduled Maturity Date or the stated payment date of any payment of premium or interest payable on any Security, or reduce the principal amount thereof, or any amount of interest or premium payable thereon, or (b) change the method of computing the amount of principal of any Security or any interest payable thereon on any date, or change any Place of Payment where, or the coin or currency in which, any Security or any payment of premium or interest thereon is payable, or (c) impair the right to institute suit for the enforcement of any payment described in clauses (a) or (b) on or after the same shall become due and payable, whether at Maturity or, in the case of redemption or repayment, on or after the Redemption Date or the Repayment Date, as the case may be; or (d) change or waive the redemption or repayment provisions of any series; (e) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences, provided for in this Indenture; or (f) modify any of the provisions of this Section or Section 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 Outstanding Security affected thereby; provided, however , that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(h); or (g) adversely affect the ranking or priority of any series; (h) release any guarantor or co-obligor from any of its obligations under its guarantee of the Securities or this Indenture, except in compliance with the terms of this Indenture; or (i) waive any Event of Default pursuant to Section 5.01(a), Section 5.01(b) or Section 5.01(c) hereof with respect to such Security. A supplemental indenture that changes or eliminates any covenant or other provision of this Indenture that has expressly been included solely for the benefit of one or more particular series of Securities, or that modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Securityholders 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.

Supplemental Indentures With Consent of Securityholders. 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 or indenturesindentures (voting together as a single class), by Act of said Holders delivered to the Company and the Trustee, the Company and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series under this Indenture; provided, however however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: (a) change the Scheduled Maturity Date or the stated payment date of any payment of premium or interest payable on any Security, or reduce the principal amount thereof, or any amount of interest or premium payable thereon, or; (b) change the method of computing the amount of principal of any Security or any interest payable thereon on any date, or change any Place of Payment where, or the coin or currency in which, any Security or any payment of premium or interest thereon is payable, or; (c) impair the right to institute suit for the enforcement of any payment described in clauses (a) or (b) on or after the same shall become due and payable, whether at Maturity or, in the case of redemption or repayment, on or after the Redemption Date or the Repayment Date, as the case may be; or; (d) change or waive the redemption or repayment provisions of Securities of any series; (e) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences, provided for in this Indenture; or; (f) modify any of the provisions of this Section, Section 5.13 or Section 5.1310.07, 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 thereby; provided, however 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 10.07, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(h); or; (g) adversely affect the ranking or priority of Securities of any series; (h) release any guarantor or co-obligor from any of its obligations under its guarantee of the Securities or this IndentureIndenture or change the terms of such guarantee adversely to the Holders of the Securities to which it relates, in each case, except in compliance with the terms of this Indenture; or (i) waive any Event of Default pursuant to Section 5.01(a), Section 5.01(b) or Section 5.01(c) hereof with respect to such Security. A supplemental indenture that changes or eliminates any covenant or other provision of this Indenture that has expressly been included solely for the benefit of one or more particular series of Securities, or that modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Securityholders 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.

Supplemental Indentures With Consent of Securityholders. 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 or indentures, by Act of said Holders delivered to the Company and the Trustee, when authorized by or pursuant to a Board Resolution or a Company Order, the Company and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series under this Indenture; provided, however however, that no such supplemental indenture shall, without the consent or affirmative vote of the Holder of each Outstanding Security affected thereby:, (a1) change the Scheduled Stated Maturity Date of the principal of, or the stated payment date any installment of any payment of premium principal or interest payable on interest, if any, on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or any amount of interest or premium payable thereon, or (b) change the method of computing reduce the amount of the principal of any an Original Issue Discount Security or any interest other Security which would be due and payable thereon on any dateupon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2, or change any Place of Payment where, or the coin or currency in which, any Security or any payment of premium or interest thereon is payable, or (c) or impair the right to institute suit for the enforcement of any such payment described in clauses (a) or (b) on or after the same shall become due and payableMaturity or the Stated Maturity, whether at Maturity as the case may be, thereof (or, in the case of redemption or repayment, on or after the Redemption Date or the Repayment Date, as the case may be; or (d) change or waive the redemption or repayment provisions of any series); (e2) 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 certain provisions of this Indenture or with certain defaults hereunder and their consequences, or the declaration of certain defaults hereunder, provided for in this Indenture; or (f3) modify any of the provisions of this Section, Section 5.13 or Section 5.1310.8, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however 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 Sections 6.11 and 9.01(h9.1(i). 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; or (g) adversely affect the ranking or priority of any series; (h) release any guarantor or co-obligor from any of its obligations under its guarantee provided, that unless such consent shall have become effective by virtue of the Securities or this Indenturerequisite percentage having been obtained prior to the date which is 90 days after such record date, except in compliance with the terms any such consent previously given shall automatically and without further action by any Holder be cancelled and of this Indenture; or (i) waive any Event of Default pursuant to Section 5.01(a), Section 5.01(b) or Section 5.01(c) hereof with respect to such Securityno further effect. A supplemental indenture that which changes or eliminates any covenant or other provision of this Indenture that which has expressly been included solely for the benefit of one or more particular series of Securities, or that 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 Securityholders 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.

Supplemental Indentures With Consent of Securityholders. With Except as otherwise set forth in an indenture supplemental hereto or Board Resolution creating such series of Securities or in the form of security for such Series, 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 or indenturesindentures (acting as one class), by Act of said Holders delivered to the Company and the TrusteeTrustee (in accordance with Section 1.04 hereof), the Company Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series under this Indenture; provided, however however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: (a1) change the Scheduled Maturity Date of the principal of, or the stated payment date Stated Maturity of any payment premium on, or any installment of premium or interest payable on on, any Security, or reduce the principal amount thereofthereof or the interest or any premium thereon, or any amount of interest or premium payable thereon, or (b) change the method of computing the amount of principal of any Security thereof or any interest payable thereon on any date, date or change any Place of Payment where, or the coin or currency in which, any Security or any payment of premium or interest thereon is payable, or (c) or impair the right to institute suit for the enforcement of any such payment described in clauses (a) or (b) on or after the same shall become due and payableMaturity or the Stated Maturity, whether at Maturity as the case may be, thereof (or, in the case of redemption or repayment, on or after the Redemption Date or the Repayment Date, as the case may be), or alter the provisions of this Indenture so as to affect adversely the terms, if any, of conversion of any Securities into Common Stock or other securities; or (d) change or waive the redemption or repayment provisions of any series; (e2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences, provided for in this Indenture; or (f3) modify any of the provisions of this Section 9.02, Section 5.13 or Section 5.1310.06, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however , that this clause shall not be deemed to require or (4) impair or adversely affect the consent right of any Holder to institute suit for the enforcement of any payment on, or with respect to changes to, the Securities of any series on or after the Stated Maturity of such Securities (or in the references to “case of redemption, on or after the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(hRedemption Date); or (g5) adversely affect amend or modify Section 13.01 of this Indenture in any manner adverse to the ranking or priority rights of the Holders of the Outstanding Securities of any series; (h) release any guarantor or co-obligor from any . For purposes of its obligations under its guarantee of this Section 9.02, if the Securities or this Indentureof any series are issuable upon the exercise of warrants, except in compliance with the terms each holder of this Indenture; or (i) waive any Event of Default pursuant to Section 5.01(a), Section 5.01(b) or Section 5.01(c) hereof an unexercised and unexpired warrant with respect to such Securityseries 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 that which changes or eliminates any covenant or other provision of this Indenture that which has expressly been included solely for the benefit of one or more particular series of Securities, or that 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 Securityholders 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.

Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in Section 9.01) of the Holders holders of not less than a majority in aggregate principal amount of the Outstanding Securities at the time outstanding of each series affected by such supplemental indenture or indentures, by Act of said Holders delivered to the Company and the Trusteeindenture, the Company Corporation, when authorized by a resolution of the Board of Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights right of the Holders holders of the Securities of each such series under this Indentureseries; provided, however however, that no such supplemental indenture shall, without the consent of the Holder holder of each Outstanding Security affected thereby: , (ai) change the Scheduled Maturity Date or the stated payment maturity date of the principal of, or any payment installment of premium principal of or interest payable on on, any Security, or (ii) reduce the principal amount of, or the interest (or premium, if any), on, any Security, (iii) reduce the portion of the principal amount of a Discounted Security payable upon acceleration of the maturity thereof, or (iv) reduce any amount payable upon redemption of interest or premium payable thereonany Security, or (bv) change the method of computing the amount of principal of any Security place or any interest payable thereon on any date, or change any Place of Payment places where, or the coin or currency in which, any Security or any payment of premium or the interest thereon is payablepayable as specified in such Security, or (cvi) change the definition of "Market Value" in Section 1.01, (vii) impair the right of any holder of Securities of any series to receive on any Exchange Date for Securities of such series Capital Securities with a Market Value equal to that required by the terms of the Securities, (viii) impair the right of any holders of Securities of a series entitled to the conversion rights set forth in Article Nineteen to receive shares of Common Stock, securities or other property upon the exercise of such conversion rights, (ix) impair the right of a holder to institute suit for the enforcement of any payment described in clauses (a) or (b) on or after the same shall become due and payable, whether at Maturity or, in the case with respect to any Security (including any right of redemption at the option of the holder of such Security), or repaymentfor the delivery of Capital Securities in exchange for Securities pursuant to Article Seventeen, on or after to require the Redemption Date Corporation to sell Capital Securities in a Secondary Offering pursuant to Article Seventeen, or for the Repayment Datedelivery of Common Stock, as the case may be; or securities or other property upon conversion of Securities pursuant to Article Nineteen, (d) change or waive the redemption or repayment provisions of any series; (ex) reduce the aforesaid percentage in principal amount of the Outstanding Securities of any series, the holders of which are required to consent of whose Holders is required for to any such supplemental indenture, or reduce the consent percentage of whose Holders is Securities of any series the holders of which are required for to waive any waiver past Default or Event of compliance with certain Default, as specified in Section 7.07, or (xi) modify the foregoing provisions of this Indenture or certain defaults hereunder and their consequences, provided for in this Indenture; or (f) modify any of the provisions of this Section or Section 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 Outstanding Security affected thereby; provided, however , that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(h); or (g) adversely affect the ranking or priority of any series; (h) release any guarantor or co-obligor from any of its obligations under its guarantee of the Securities or this Indenture, except in compliance with the terms of this Indenture; or clauses (i) waive any Event of Default pursuant to Section 5.01(athrough (x), Section 5.01(b) or Section 5.01(c) hereof with respect to such Security. A supplemental indenture that which changes or eliminates any covenant or other provision of this Indenture that which has expressly been included solely for the benefit of one or more particular series of Securities, or that which modifies the rights of the Holders holders of Securities of 59 52 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 Securities of any other series. Upon the request of the Corporation, accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Corporation 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. It shall not be necessary for any Act the consent of the Securityholders under this Section 9.02 11.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof.

Supplemental Indentures With Consent of Securityholders. 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 or indentures, by Act of said Holders delivered to the Company and the Trustee, the Company and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series under this Indenture; provided, however , that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: (a) change the Scheduled Maturity Date or the stated payment date of any payment of premium or interest payable on any Security, or reduce the principal amount thereof, or any amount of interest or premium payable thereon, or (b) change the method of computing the amount of principal of any Security or any interest payable thereon on any date, or change any Place of Payment where, or the coin or currency in which, which any Security or any payment of premium or interest thereon is payable, or (c) impair the right to institute suit for the enforcement of any payment described in clauses (a) or (b) on or after the same shall become due and payable, whether at Maturity or, in the case of redemption or repayment, on or after the Redemption Date or the Repayment Date, as the case may be; or (d) change or waive the redemption or repayment provisions of any series; (e) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences, provided for in this Indenture; or (f) modify any of the provisions of this Section or Section 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 Outstanding Security affected thereby; provided, however , that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(h); or (g) adversely affect the ranking or priority of any series; (h) release any guarantor or co-obligor from any of its obligations under its guarantee of the Securities or this Indenture, except in compliance with the terms of this Indenture; or (i) waive any Event of Default pursuant to Section 5.01(a), Section 5.01(b) or Section 5.01(c) hereof with respect to such Security. A supplemental indenture that changes or eliminates any covenant or other provision of this Indenture that has expressly been included solely for the benefit of one or more particular series of Securities, or that modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Securityholders 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.

Supplemental Indentures With Consent of Securityholders. With Except as otherwise set forth in an indenture supplemental hereto or Board Resolution creating such series of Securities or in the form of security for such Series, 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 or indenturesindentures (acting as one class), by Act of said Holders delivered to the Company and the TrusteeTrustee (in accordance with Section 1.04 hereof), the Company Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series under this Indenture; provided, however however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: (a1) change the Scheduled Maturity Date of the principal of, or the stated payment date Stated Maturity of any payment premium on, or any installment of premium or interest payable on on, any Security, or reduce the principal amount thereofthereof or the interest or any premium thereon, or any amount of interest or premium payable thereon, or (b) change the method of computing the amount of principal of any Security thereof or any interest payable thereon on any date, date or change any Place of Payment where, or the coin or currency in which, any Security or any payment of premium or interest thereon is payable, or (c) or impair the right to institute suit for the enforcement of any such payment described in clauses (a) or (b) on or after the same shall become due and payableMaturity or the Stated Maturity, whether at Maturity as the case may be, thereof (or, in the case of redemption or repayment, on or after the Redemption Date or the Repayment Date, as the case may be), or alter the provisions of this Indenture so as to affect adversely the terms, if any, of conversion of any Securities into Common Stock or other securities; or (d) change or waive the redemption or repayment provisions of any series; (e2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences, provided for in this Indenture; or (f3) modify any of the provisions of this Section 9.02, Section 5.13 or Section 5.1310.06, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however , that this clause shall not be deemed to require or (4) impair or adversely affect the consent right of any Holder to institute suit for the enforcement of any payment on, or with respect to changes to, the Securities of any series on or after the Stated Maturity of such Securities (or in the references to “case of redemption, on or after the Trustee” and concomitant changes in this Section, or the deletion Redemption Date). For purposes of this provisoSection 9.02, in accordance with if the requirements of Sections 6.11 and 9.01(h); or (g) adversely affect the ranking or priority Securities of any series; (h) release any guarantor or co-obligor from any series are issuable upon the exercise of its obligations under its guarantee warrants, each holder of the Securities or this Indenture, except in compliance with the terms of this Indenture; or (i) waive any Event of Default pursuant to Section 5.01(a), Section 5.01(b) or Section 5.01(c) hereof an unexercised and unexpired warrant with respect to such Securityseries 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 that which changes or eliminates any covenant or other provision of this Indenture that which has expressly been included solely for the benefit of one or more particular series of Securities, or that 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 Securityholders 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.

Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in Section 8.01) of the Holders holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each series at the time Outstanding affected by such supplemental indenture or indentures, the Company, when authorized by Act of said Holders delivered to the Company and the Trusteea Board Resolution, the Company and the Trustee may from time to time and at any time may enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in effect) 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 not covered by Section 9.01 the rights of the Holders holders of the Securities of each such series under this Indenture; provided, however however, that no such supplemental indenture shallindenture, without the consent of the Holder Holders of each Security then Outstanding Security and affected thereby:, shall (ai) change the Scheduled Stated Maturity Date of the principal of, or the stated payment date any installment of any payment principal of premium or interest payable on on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or any amount of interest or premium payable thereon, or (b) change the method of computing reduce the amount of the principal of any an Original Issue Discount Security or any interest other Security which would be due and payable thereon on any dateupon a declaration of acceleration of the maturity or redemption thereof pursuant to Section 6.01(b), or change any Place place of Payment payment where, or the coin or currency Currency in which, any Security or any payment of premium or interest thereon is payable, or (c) change the terms of or waive any redemption provisions or impair the right to institute suit for the enforcement of any such payment described in clauses (a) or (b) on or after the same shall become due and payable, whether at Stated Maturity thereof (or, in the case of redemption or repaymentredemption, on or after the Redemption Date or the Repayment Date), as the case may be; or (d) change or waive the redemption or repayment provisions of any series; (eii) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences, consequences provided for in this Indenture; , or (fiii) modify any of the provisions of this Section or Section 5.136.06, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however , that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(h); or (g) adversely affect the ranking or priority of any series; (h) release any guarantor or co-obligor from any of its obligations under its guarantee of the Securities or this Indenture, except in compliance with the terms of this Indenture; or (i) waive any Event of Default pursuant to Section 5.01(a), Section 5.01(b) or Section 5.01(c) hereof with respect to such Security. A supplemental indenture that changes or eliminates any covenant covenant, Event of Default or other provision of this Indenture that has been expressly been included solely for the benefit of one or more particular series of Securities, if any, or that which modifies the rights of the Holders holders of Securities of such series with respect to such covenant covenant, Event of Default or other provision, shall be deemed not to affect the rights under this Indenture of the Holders holders of Securities of any other series. It shall not be necessary for any Act the consent of Securityholders of a series affected thereby under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section 9.02, the Company shall mail or caused to be mailed a notice thereof by first class mail to the Holders of Securities of each series affected thereby at their addresses as they shall appear on the Security Register, setting forth in general terms the substance of such supplemental indenture. Any failure of the Company to mail such notice, or any defect therein, shall not in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures With Consent of Securityholders. 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 or indenturesindentures (acting as one class), by Act of said Holders delivered to the Company and the TrusteeTrustee (in accordance with Section 1.04 hereof), the Company Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series under this Indenture; provided, however however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: (a1) change the Scheduled Maturity Date of the principal of, or the stated payment date Stated Maturity of any payment premium on, or any installment of premium or interest payable on on, any Security, or reduce the principal amount thereofthereof or the interest or any premium thereon, or any amount of interest or premium payable thereon, or (b) change the method of computing the amount of principal of any Security thereof or any interest payable thereon on any date, date or change any Place of Payment where, or the coin or currency in which, any Security or any payment of premium or interest thereon is payable, or (c) or impair the right to institute suit for the enforcement of any such payment described in clauses (a) or (b) on or after the same shall become due and payableMaturity or the Stated Maturity, whether at Maturity as the case may be, thereof (or, in the case of redemption or repayment, on or after the Redemption Date or the Repayment Date, as the case may be), or alter the provisions of this Indenture so as to affect adversely the terms, if any, of conversion of any Securities into Common Stock or other securities; or (d) change or waive the redemption or repayment provisions of any series; (e2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences, provided for in this Indenture; or (f3) modify any of the provisions of this Section 9.02, Section 5.13 or Section 5.1310.07, 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 thereby; provided, however , that this clause shall not be deemed to require or (4) impair or adversely affect the consent right of any Holder to institute suit for the enforcement of any payment on, or with respect to changes to, the Securities of any series on or after the Stated Maturity of such Securities (or in the references to “case of redemption, on or after the Trustee” and concomitant changes in this Section, Redemption Date); (5) amend or the deletion modify Section 14.01 of this proviso, Indenture in accordance with any manner adverse to the requirements rights of Sections 6.11 and 9.01(h)the Holders of the Outstanding Securities of any series; or (g6) adversely affect make any change in the ranking or priority terms of any series; (h) release any guarantor or co-obligor from any of its obligations under its guarantee the subordination of the Securities or this Indenture, except in compliance with a manner adverse in any material respect to the terms Holders of any series of Outstanding Securities. For purposes of this Indenture; or (i) waive Section 9.02, if the Securities of any Event series are issuable upon the exercise of Default pursuant to Section 5.01(a)warrants, Section 5.01(b) or Section 5.01(c) hereof each holder of an unexercised and unexpired warrant with respect to such Securityseries 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 that which changes or eliminates any covenant or other provision of this Indenture that which has expressly been included solely for the benefit of one or more particular series of Securities, or that 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 Securityholders 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.

Supplemental Indentures With Consent of Securityholders. 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 or indentures, by Act of said Holders delivered to the Company and the Trustee, the Company and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series under this Indenture; provided, however however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: (a) change the Scheduled Maturity Date or the stated payment date of any payment of premium or interest payable on any Security, or reduce the principal amount thereof, or any amount of interest or premium payable thereon, ; or (b) change the method of computing the amount of principal of any Security or any interest payable thereon on any date, or change any Place of Payment where, or the coin or currency in which, any Security or any payment of premium or interest thereon is payable, ; or (c) impair the right to institute suit for the enforcement of any payment described in clauses (a) or (b) on or after the same shall become due and payable, whether at Maturity or, in the case of redemption or repayment, on or after the Redemption Date or the Repayment Date, as the case may be; or (d) change or waive the redemption or repayment provisions of any series;; or (e) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences, provided for in this Indenture; or (f) modify any of the provisions of this Section 9.02 or Section 5.13Sections 5.13 or 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 thereby; provided, however 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 SectionSections 9.02 and Section 10.06, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(h); or (g) adversely affect the ranking or priority of any series;; or (h) release any guarantor or co-obligor from any of its obligations under its guarantee of the Securities or this Indenture, except in compliance with the terms of this Indenture; or; (i) waive any Event of Default pursuant to Section Sections 5.01(a), Section 5.01(b) or Section 5.01(c) hereof with respect to such Security; or (j) modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders. A supplemental indenture that changes or eliminates any covenant or other provision of this Indenture that has expressly been included solely for the benefit of one or more particular series of Securities, or that modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Securityholders 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.

Supplemental Indentures With Consent of Securityholders. 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 or indentures, by Act of said Holders delivered to the Company and the Trustee, the Company Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series under this Indenture; provided, however however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: (a) change the Scheduled Maturity Date of the principal of, or the stated payment date Stated Maturity of any payment premium on, or any installment of premium or interest payable on on, any Security, or reduce the principal amount thereofthereof or the interest or any premium thereon, or any amount of interest or premium payable thereon, or (b) change the method of computing the amount of principal of any Security thereof or any interest payable thereon on any date, date or change any Place of Payment where, or the coin or currency in which, any Security or any payment of premium or interest thereon is payable, or (c) or impair the right to institute suit for the enforcement of any such payment described in clauses (a) or (b) on or after the same shall become due and payableMaturity or the Stated Maturity, whether at Maturity as the case may be, thereof (or, in the case of redemption or repayment, on or after the Redemption Date or the Repayment Date, as the case may be; or (d) change ), or waive alter the redemption or repayment provisions of this Indenture so as to affect adversely the terms, if any, of conversion of any seriesSecurities into Common Stock or other securities, or alter the provisions of Article XIII or the definition of Senior Indebtedness so as to affect adversely the rights of any Holder of Securities; (eb) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences, provided for in this Indenture; or; (fc) modify any of the provisions of this Section, Section 5.13 or Section 5.1310.06, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however , that this clause shall not be deemed to require or (d) impair or adversely affect the consent right of any Holder to institute suit for the enforcement of any payment on, or with respect to changes to, the Securities of any series on or after the Stated Maturity of such Securities (or in the references to “case of redemption, on or after the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(hRedemption Date); or (g) adversely affect the ranking or priority of any series; (h) release any guarantor or co-obligor from any of its obligations under its guarantee of the Securities or this Indenture, except in compliance with the terms of this Indenture; or (i) waive any Event of Default pursuant to Section 5.01(a), Section 5.01(b) or Section 5.01(c) hereof with respect to such Security. A supplemental indenture that which changes or eliminates any covenant or other provision of this Indenture that which has expressly been included solely for the benefit of one or more particular series of Securities, or that 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 Securityholders 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.

Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in Article Seven) of the Holders of not less than a majority in aggregate principal amount of the Securities then Outstanding Securities of each any series affected by such supplemental indenture or indentures, by Act of said Holders delivered to the Company and the Trusteeindenture, the Company Issuer, when authorized by a Board Resolution (which resolution may provide general terms or parameters for such action and may provide that the specific terms of such action may be determined in accordance with or pursuant to an Issuer Order), and the Trustee may may, from time to time and at any time time, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as in force at the date of execution thereof) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series under this Indentureseries; provided, however , provided that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: shall (a) change the Scheduled Maturity Date or extend the stated payment date final maturity of any payment the principal of premium or interest payable on any Security, or reduce the principal amount thereof, or any amount reduce the rate or extend the time of interest or premium payable thereon, or (b) change the method of computing the amount of principal of any Security or any interest payable thereon on any date, or change any Place of Payment where, or the coin or currency in which, any Security or any payment of premium or interest interest, if any, thereon is payable, or (c) impair the right to institute suit for the enforcement of any payment described in clauses (a) or (b) on or after the same shall become due and payable, whether at Maturity or, in the case of redemption an Original Issue Discount Security, reduce the rate of accretion of original issue discount thereon), or repaymentreduce or alter the method of computation of any amount payable on redemption, on repayment or after purchase by the Redemption Date Issuer thereof (or the Repayment Datetime at which any such redemption, as repayment or purchase may be made), or make the principal thereof (including any amount in respect of original issue discount), or interest, if any, thereon payable in any coin or currency other than that provided in the Securities or in accordance with the terms of the Securities, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon an acceleration of the maturity thereof or the amount thereof provable in bankruptcy in each case may be; or (d) change pursuant to Section Article Five, or waive impair or affect the redemption or repayment provisions right of any series; Securityholder to institute suit for the payment thereof or, if the Securities provide therefor, any right of repayment or purchase at the option of the Securityholder, in each case without the consent of the Holder of each Security so affected, or (eb) reduce the aforesaid percentage in principal amount of the Outstanding Securities of any series, the consent of whose the Holders of which is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences, provided for in this Indenture; or (f) modify any of the provisions of this Section or Section 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 Holders of each Outstanding Security affected thereby; provided, however , that this clause shall not be deemed to require the so affected. No 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 Sections 6.11 and 9.01(h); or (g) adversely affect the ranking or priority of any series; (h) release any guarantor or co-obligor from any of its obligations under its guarantee of the Securities or this Indenture, except in compliance with the terms of this Indenture; or (i) waive any Event of Default pursuant to Section 5.01(a), Section 5.01(b) or Section 5.01(c) hereof with respect to such Security. A supplemental indenture that changes or eliminates any covenant or other provision of this Indenture that has expressly been included solely for the benefit of one or more particular series of Securities, or that modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, Security 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 Securityholders under this Section 9.02 8.2 to approve permit the particular form of any proposed Trustee and the Issuer to execute supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereofindentures pursuant to Sections 8.1 and 9.

Supplemental Indentures With Consent of Securityholders. With the consent of the Holders of not less than a majority 66 2/3% in aggregate principal amount of the Outstanding Securities of each series affected by such supplemental indenture or indenturesindenture, by Act of said Holders delivered to the Company and the Trustee, the Company Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series under this Indenture; provided, however however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: (a1) change the Scheduled Stated Maturity Date of the principal of, or the stated payment date any installment of any payment of premium or interest payable on on, any Security, or reduce the principal amount thereofthereof or the rate of interest thereon, or any amount of interest or premium payable thereonupon the redemption thereof (except as contemplated by Section 9.01 and permitted by Section 8.01(1)), or (b) change the method of computing or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 6.02 or the amount thereof provable in bankruptcy pursuant to Section 6.04, or change the Place of Payment, coin or currency in which any Security or any interest payable thereon on any date, or change any Place of Payment where, premium or the coin or currency in which, any Security or any payment of premium or interest thereon is payable, or (c) or impair the right to institute suit for the enforcement of any such payment described in clauses (a) or (b) on or after the same shall become due and payable, whether at Stated Maturity thereof (or, in the case of redemption or repaymentredemption, on or after the Redemption Date or the Repayment Date, as the case may be); or (d) change or waive the redemption or repayment provisions of any series; (e2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, indenture or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences, consequences provided for in this Indenture; or (f3) modify any of the provisions of this Section, Section 4.08, Section 6.12 or Section 5.136.13, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however , that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(h); or (g) adversely affect the ranking or priority of any series; (h) release any guarantor or co-obligor from any of its obligations under its guarantee of the Securities or this Indenture, except in compliance with the terms of this Indenture; or (i) waive any Event of Default pursuant to Section 5.01(a), Section 5.01(b) or Section 5.01(c) hereof with respect to such Security. A supplemental indenture that changes or eliminates any covenant or other provision of this Indenture that has expressly been included solely for the benefit of one or more particular series of Securities, or that modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Securityholders 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.consent

Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in Section 9.01) of the Holders holders of not less than a majority in aggregate principal amount of the Outstanding Securities at the time outstanding of each series affected by such supplemental indenture or indentures, by Act of said Holders delivered to the Company and the Trusteeindenture, the Company Corporation, when authorized by a resolution of the Board of Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights right of the Holders holders of the Securities of each such series under this Indentureseries; provided, however however, that no such supplemental indenture shall, without the consent of the Holder holder of each Outstanding Security affected thereby: , (ai) change the Scheduled Maturity Date or the stated payment maturity date of the principal of, or any payment installment of premium principal of or interest payable on on, any Security, or (ii) reduce the principal amount of, or the interest (or premium, if any), on, any Security, (iii) reduce the portion of the principal amount of a Discounted Security payable upon acceleration of the maturity thereof, or (iv) reduce any amount payable upon redemption of interest or premium payable thereonany Security, or (bv) change the method of computing the amount of principal of any Security place or any interest payable thereon on any date, or change any Place of Payment places where, or the coin or currency in which, any Security or any payment of premium or the interest thereon is payablepayable as specified in such Security, or (cvi) change the definition of "Market Value" in Section 1.01, (vii) impair the right of any holder of Securities of any series to receive on any Exchange Date for Securities of such series Capital Securities with a Market Value equal to that required by the terms of the Securities, (viii) impair the right of any holders of Securities of a series entitled to the conversion rights set forth in Article Nineteen to receive shares of Common Stock, securities or other property upon the exercise of such conversion rights, (ix) impair the right of a holder to institute suit for the enforcement of any payment described in clauses (a) or (b) on or after the same shall become due and payable, whether at Maturity or, in the case with respect to any Security (including any right of redemption at the option of the holder of such Security), or repaymentfor the delivery of Capital Securities in exchange for Securities pursuant to Article Seventeen, on or after to require the Redemption Date Corporation to sell Capital Securities in a Secondary Offering pursuant to Article Seventeen, or for the Repayment Datedelivery of Common Stock, as the case may be; or securities or other property upon conversion of Securities pursuant to Article Nineteen, (d) change or waive the redemption or repayment provisions of any series; (ex) reduce the aforesaid percentage in principal amount of the Outstanding Securities of any series, the holders of which are required to consent of whose Holders is required for to any such supplemental indenture, or reduce the consent percentage of whose Holders is Securities of any series the holders of which are required for to waive any waiver past Default or Event of compliance with certain Default, as specified in Section 7.07, or (xi) modify the foregoing provisions of this Indenture or certain defaults hereunder and their consequences, provided for in this Indenture; or (f) modify any of the provisions of this Section or Section 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 Outstanding Security affected thereby; provided, however , that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(h); or (g) adversely affect the ranking or priority of any series; (h) release any guarantor or co-obligor from any of its obligations under its guarantee of the Securities or this Indenture, except in compliance with the terms of this Indenture; or clauses (i) waive any Event of Default pursuant to Section 5.01(athrough (x), Section 5.01(b) or Section 5.01(c) hereof with respect to such Security. A supplemental indenture that which changes or eliminates any covenant or other provision of this Indenture that which has expressly been included solely for the benefit of one or more particular series of Securities, or that which modifies the rights of the Holders 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 holders of Securities of any other series. Upon the request of the Corporation, accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Corporation 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. It shall not be necessary for any Act the consent of the Securityholders under this Section 9.02 11.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof.

Supplemental Indentures With Consent of Securityholders. With the consent (evidenced by a majority as provided in Article VI) of the Holders holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each series affected by such supplemental indenture or indentures, by Act of said Holders delivered to at the Company and the Trusteetime outstanding, the Company Issuer, when authorized by a resolution of its Board of Directors, and the Trustee may (or the Collateral Agent, as applicable) may, from time to time and at any time time, enter into an indenture or indentures supplemental hereto or amend a Notes Document, the Intercreditor Agreement or Collateral Agency Agreement 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 any Notes Documents, the Intercreditor Agreement, or Collateral Agency Agreement or of modifying in any manner the rights of the Holders holders of the Securities of each such series under this IndentureSecurities; provided, however , PROVIDED that no such supplemental indenture shall, without the consent of the Holder holders of each Outstanding Security affected thereby: all Securities then outstanding, (a) reduce the rate or change the Scheduled Maturity Date time or place for payment of interest or reduce any amount payable on redemption thereof; (b) reduce the stated principal of or change the fixed maturity or place of payment date of any Security; (c) change the currency of payment of premium or interest payable principal of and interest, if any, on any Security, or ; (d) reduce the principal amount thereof, of outstanding Securities necessary to modify or any amount of interest or premium payable thereon, or amend this Indenture; (b) change the method of computing the amount of principal of any Security or any interest payable thereon on any date, or change any Place of Payment where, or the coin or currency in which, any Security or any payment of premium or interest thereon is payable, or (ce) impair the right to institute suit for the enforcement of any payment described in clauses (a) on or with respect to any Security; or (bf) on make any change in Section 4.9, 4.11 or after the same first paragraph of this Section 7.2. Notwithstanding the foregoing, with the consent of the holders of not less than 85% in the aggregate principal amount of the Securities at the time outstanding, the Issuer and the Trustee (or the Collateral Agent, as applicable) may amend or waive provisions of this Indenture, the Notes Documents, the Intercreditor Agreement and the Collateral Agency Agreement, relating to the Collateral. Upon the request of the Issuer, accompanied by a copy of a resolution of the Board of Directors certified by the Secretary or an Assistant Secretary of the Issuer authorizing the execution of any such supplemental indenture or any such amendment to a Notes Document, the Intercreditor Agreement or Collateral Agency Agreement and upon the filing with the Trustee of evidence of the consent of Securityholders and other documents, if any, required by Section 6.1, the Trustee (or Collateral Agent, as applicable) shall become due and payablejoin with the Issuer in the execution of such supplemental indenture or such amendment to a Notes Document, whether at Maturity orthe Intercreditor Agreement or Collateral Agency Agreement unless such supplemental indenture or such amendment to a Notes Document, the Intercreditor Agreement or Collateral Agency Agreement, affects the Trustee's (or Collateral Agent's) own rights, duties or immunities under this Indenture, the Notes Document the Intercreditor Agreement, Collateral Agency Agreement or otherwise, in which case the case of redemption or repayment, on or after the Redemption Date Trustee (or the Repayment DateCollateral Agent, as applicable) may in its discretion, but shall not be obligated to, enter into (or direct the Collateral Agent to enter into) such supplemental indenture or such amendment to a Notes Document, the Intercreditor Agreement or Collateral Agency Agreement, as the case may be; or (d) change or waive the redemption or repayment provisions of any series; (e) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences, provided for in this Indenture; or (f) modify any of the provisions of this Section or Section 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 Outstanding Security affected thereby; provided, however , that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(h); or (g) adversely affect the ranking or priority of any series; (h) release any guarantor or co-obligor from any of its obligations under its guarantee of the Securities or this Indenture, except in compliance with the terms of this Indenture; or (i) waive any Event of Default pursuant to Section 5.01(a), Section 5.01(b) or Section 5.01(c) hereof with respect to such Security. A supplemental indenture that changes or eliminates any covenant or other provision of this Indenture that has expressly been included solely for the benefit of one or more particular series of Securities, or that modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act the consent of the Securityholders under this Section 9.02 to approve the particular form of any proposed supplemental indentureindenture or any proposed amendment to a Notes Document, the Intercreditor Agreement or Collateral Agency Agreement, but it shall be sufficient if such Act consent shall approve the substance thereof. Promptly after the execution by the Issuer and the Trustee (or the Collateral Agent, as applicable) of any supplemental indenture or any amendment to a Notes Document, the Intercreditor Agreement or Collateral Agency Agreement, pursuant to the provisions of this Section, the Issuer shall mail a notice thereof by first-class mail to the holders of Securities at their addresses as they shall appear on the registry books of the Issuer, setting forth in general terms the substance of such supplemental indenture or such amendment to a Notes Document, the Intercreditor Agreement or Collateral Agency Agreement. 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 or such amendment to a Notes Document, the Intercreditor Agreement or Collateral Agency Agreement.

Supplemental Indentures With Consent of Securityholders. 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 or indentures, by Act of said Holders delivered to the Company and the Trustee, the Company Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series under this Indenture; provided, however however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby:, (a1) change the Scheduled Maturity Date of the principal of, or the stated payment date Stated Maturity of any payment premium on, or the Interest Payment Date for any installment of premium or interest payable on on, any Security, or reduce the principal amount thereofthereof or the interest or any premium thereon, or any amount of interest or premium payable thereon, or (b) change the method of computing the amount of principal of any Security thereof or any interest payable thereon on any date, date or change any Place of Payment where, or the coin or currency in which, any Security or any payment of premium or interest thereon is payable, or (c) or impair the right to institute suit for the enforcement of any such payment described in clauses (a) or (b) on or after the same shall become due and payableMaturity or the Stated Maturity, whether at Maturity as the case may be, thereof (or, in the case of redemption or repayment, on or after the Redemption Date or the Repayment Date, as the case may be); or (d2) change or waive in the redemption or repayment case of convertible debt securities, modify the conversion provisions in a manner materially adverse to the holders of any series;those debt securities; or (e3) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences, provided for in this Indenture; or (f4) modify or amend any of the provisions of this Section 9.02, Section 5.13 or Section 5.1310.06, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however , that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(h); or (g) adversely affect the ranking or priority of any series; (h) release any guarantor or co-obligor from any of its obligations under its guarantee of the Securities or this Indenture, except in compliance with the terms of this Indenture; or (i) waive any Event of Default pursuant to Section 5.01(a), Section 5.01(b) or Section 5.01(c) hereof with respect to such Security. A supplemental indenture that changes or eliminates any covenant or other provision of this Indenture that has expressly been included solely for the benefit of one or more particular series of Securities, or that 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 Securityholders 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.

Supplemental Indentures With Consent of Securityholders. With Except as otherwise set forth in an indenture supplemental hereto or Board Resolution creating such series of Securities or in the form of security for such Series, 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 or indenturesindentures (acting as one class), by Act of said Holders delivered to the Company and the TrusteeTrustee (in accordance with Section 1.04 hereof), the Company Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series under this Indenture; provided, however however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: (a1) change the Scheduled Maturity Date of the principal of, or the stated payment date Stated Maturity of any payment premium on, or any installment of premium or interest payable on on, any Security, or reduce the principal amount thereofthereof or the interest or any premium thereon, or any amount of interest or premium payable thereon, or (b) change the method of computing the amount of principal of any Security thereof or any interest payable thereon on any date, date or change any Place of Payment where, or the coin or currency in which, any Security or any payment of premium or interest thereon is payable, or (c) or impair the right to institute suit for the enforcement of any such payment described in clauses (a) or (b) on or after the same shall become due and payableMaturity or the Stated Maturity, whether at Maturity as the case may be, thereof (or, in the case of redemption or repayment, on or after the Redemption Date or the Repayment Date, as the case may be), or alter the provisions of this Indenture so as to affect adversely the terms, if any, of conversion of any Securities into Common Stock or other securities; or (d) change or waive the redemption or repayment provisions of any series; (e2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences, provided for in this Indenture; or (f3) modify any of the provisions of this Section 9.02, Section 5.13 or Section 5.1310.06, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however , that this clause shall not be deemed to require or (4) impair or adversely affect the consent right of any Holder to institute suit for the enforcement of any payment on, or with respect to changes to, the Securities of any series on or after the Stated Maturity of such Securities (or in the references to “case of redemption, on or after the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(hRedemption Date); or (g5) adversely affect make any change in the ranking or priority terms of any series; (h) release any guarantor or co-obligor from any of its obligations under its guarantee the subordination of the Securities or this Indenture, except in compliance with a manner adverse in any material respect to the terms Holders of any series of Outstanding Securities. For purposes of this Indenture; or (i) waive Section 9.02, if the Securities of any Event series are issuable upon the exercise of Default pursuant to Section 5.01(a)warrants, Section 5.01(b) or Section 5.01(c) hereof each holder of an unexercised and unexpired warrant with respect to such Securityseries 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 that which changes or eliminates any covenant or other provision of this Indenture that which has expressly been included solely for the benefit of one or more particular series of Securities, or that 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 Securityholders 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.

Supplemental Indentures With Consent of Securityholders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by thereby (or such supplemental indenture or indenturesgreater percentage in such principal amount as may be specified with respect to the Securities of such series pursuant to Section 3.01), by Act of said Holders delivered to the Company and the Trustee, the Company Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series under this Indenture; provided, however however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security of each series affected thereby: (a1) change the Scheduled Stated Maturity Date of the principal of, or the stated payment date any installment of interest on, any payment Security of premium or interest payable on any Securitysuch series, or reduce the principal amount thereof or the rate of any interest thereon or any premium payable upon the redemption thereof, or any amount of interest or premium payable thereon, or (b) change the method of computing reduce the amount of principal of any an Original Issue Discount Security or any interest that would be due and payable thereon on any dateupon a declaration of acceleration of Maturity thereof pursuant to Section 5.02, or change any Place of Payment where, or the coin or currency in which, which any Security of such series or any payment of premium or any interest thereon is payable, or (c) or impair the right to institute suit for the enforcement of any such payment described in clauses (a) or (b) on or after the same shall become due and payable, whether at Stated Maturity thereof (or, in the case of redemption or repaymentredemption, on or after the Redemption Date Date), or impair the right of repayment, if any, of the Securities of such series at the option of the Holders thereof or the Repayment Dateright to institute suit for the enforcement of any such repayment on or after the date such repayment is due and payable or impair the right of conversion, as if any, of any Security of such series at the case may beoption of the Holder thereof or the right to institute suit for the enforcement of any such right of conversion, or relieve the obligation of the Company to redeem, repay or purchase any Security of such series pursuant to any sinking fund or analogous provisions or otherwise; or (d) change or waive the redemption or repayment provisions of any series; (e2) reduce the percentage in principal amount of the Outstanding Securities of any such series, the consent of whose Holders is required for any such indenture supplemental indenture, hereto 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 (f3) modify any of the provisions of this Section or Section 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 Outstanding Security affected thereby; provided, however , that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(h); or (g) adversely affect the ranking or priority of any series; (h) release any guarantor or co-obligor from any of its obligations under its guarantee of the Securities or this Indenture, except in compliance with the terms of this Indenture; or (i) waive any Event of Default pursuant to Section 5.01(a), Section 5.01(b) or Section 5.01(c) hereof with respect to such Security. A supplemental indenture that which changes or eliminates any covenant or other provision of this Indenture that which has expressly been included solely for the benefit of one or more particular series of Securities, or that 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 Securityholders 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.

Supplemental Indentures With Consent of Securityholders. With Without limiting the consent provisions of Section 7.1, IRSA, when authorized by a resolution of the Holders Board of not less than a majority in principal amount Directors of the Outstanding Securities of each series affected by such supplemental indenture or indenturesIRSA, by Act of said Holders delivered to the Company and the Trustee, the Company and the Trustee may may, from time to time and at any time time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of modifying and amending this Indenture and the Securities and/or waiving future compliance or of any supplemental indenture or of modifying in any manner past Default by IRSA, with the rights consent of the Holders of the a majority in aggregate principal amount of Outstanding Securities represented and voting at a meeting of each Holders or an adjourned meeting duly convened at which a quorum is present as provided in Section 6.6(a)(i), or by any other reliable means as provided in such series under this IndentureSection; provided, however , provided that no such supplemental indenture shall, without the consent of at least 85% of the Holder Holders of each all of the Outstanding Security Securities affected thereby: (a) change , extend the Scheduled Maturity Date or scheduled due date for the stated payment date of any payment of premium principal of, premium, if any, or any installment of interest payable on any such Security, or reduce the principal amount thereofof, or any amount the stated rate of interest on or the premium payable thereonupon redemption of any such Security, or (b) reduce the obligation of IRSA to pay Additional Amounts on any such Security, shorten the period during which IRSA is not permitted to redeem any such Security, change the method of computing the amount of principal of required places at which any such Security or any interest payable thereon on any date, or change any Place of Payment where, or the coin or currency in which, any Security or any payment of premium or interest thereon is payable, or (c) impair the right to institute suit for the enforcement of any payment described in clauses (a) or (b) on or after the same shall become due and payable, whether at Maturity or, in the case of redemption or repayment, on or after the Redemption Date or the Repayment Date, as the case may be; or (d) change or waive the redemption or repayment provisions of any series; (e) reduce the percentage in of the aggregate principal amount of the Outstanding such Securities of any seriesnecessary to modify, the consent of whose Holders is required for any amend or supplement this Indenture or such supplemental indentureSecurities, or the consent of whose Holders is required for any waiver of compliance with certain provisions hereof or thereof or for waiver of certain defaults, or reduce the percentage of the aggregate principal amount of Outstanding Securities required for the adoption of a resolution or the quorum required at any meeting of Holders of such Securities at which a resolution is adopted or to consent to any amendments through written consent. Upon the request of IRSA and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid and other documents, if any, required by Section 6.1 and upon the Trustee’s receipt of the documents required by Section 7.4, the Trustee shall join with IRSA in the execution of any such supplemental indenture, but neither the Trustee nor any Agent shall be obligated to enter into any such supplemental indenture that adversely affects the Trustee’s own or such Agent’s own rights, duties or immunities under this Indenture or certain defaults hereunder and their consequences, provided for in this Indenture; or (f) modify any of the provisions of this Section or Section 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 Outstanding Security affected therebyotherwise; provided, however however, that this clause no supplemental indenture shall not be deemed to require amend, modify or supplement the consent rights, duties or immunities 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 Sections 6.11 and 9.01(h); or (g) adversely affect the ranking or priority of any series; (h) release any guarantor or co-obligor from any of its obligations under its guarantee of the Securities or this Indenture, except in compliance with the terms of this Indenture; or (i) waive any Event of Default pursuant to Section 5.01(a), Section 5.01(b) or Section 5.01(c) hereof with respect to Agent unless executed by such Security. A supplemental indenture that changes or eliminates any covenant or other provision of this Indenture that has expressly been included solely for the benefit of one or more particular series of Securities, or that modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other seriesAgent. It shall not be necessary for any Act the consent of the Securityholders under this Section 9.02 7.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. Promptly after the execution by IRSA and the Trustee of any supplemental indenture pursuant to the provisions of this Section 7.2, IRSA, at its expense, shall give notice thereof to the Holders as provided in Section 12.4, and to the CNV, setting forth in general terms the substance of such supplemental indenture. If IRSA shall fail to give such notice to the Holders within fifteen (15) days after the execution of such supplemental indenture and a Responsible Officer of the Trustee shall have notice of such failure, the Trustee shall give notice to the Holders as provided in Section 12.4 at the expense of IRSA. Any failure of IRSA or the Trustee to give such notice, or defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures With Consent of Securityholders. 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 or indenturesindentures (each such series voting separately as a class), by Act of 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 from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture such Securities or of modifying in any manner the rights of the Holders of the Securities of each such series under this IndentureIndenture or such Securities; provided, however however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: (a1) change the Scheduled Maturity Date of the principal of, or the stated payment date premium if any, or the Stated Maturity of any payment instalment of premium or interest payable on on, any Security, or reduce the principal amount thereofthereof or any premium thereon or the rate of interest thereon, or any amount of interest or premium payable thereon, or (b) change the method of computing the amount of principal of any Security or any interest payable thereon thereof on any date, date or change any Place of Payment where, or the coin or currency in which, which any Security or any payment of premium or interest thereon is payable, or (c) or impair the right to institute suit for the enforcement of any such payment described in clauses (a) or (b) on or after the same shall become due and payableMaturity or the Stated Maturity, whether at Maturity as the case may be, thereof (or, in the case of redemption or repayment, on or after the Redemption Date or the Repayment Date, as the case may be); or (d) change or waive the redemption or repayment provisions of any series; (e2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, indenture or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or of certain defaults hereunder and their consequences, ) provided for in this Indenture; or (f3) modify any of the provisions of this Section , Section 5.07 or Section 5.137.12, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however , that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(h); or (g) adversely affect the ranking or priority of any series; (h) release any guarantor or co-obligor from any of its obligations under its guarantee of the Securities or this Indenture, except in compliance with the terms of this Indenture; or (i) waive any Event of Default pursuant to Section 5.01(a), Section 5.01(b) or Section 5.01(c) hereof with respect to such Security. A supplemental indenture that changes or eliminates any covenant or other provision of this Indenture that has expressly been included solely for the benefit of one or more particular series of Securities, or that modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Securityholders 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.

Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in Section 8.01) 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 or indentures, by Act of said Holders delivered to the Company and the Trusteeindenture, the Company Company, when authorized by a Board Resolution, the Parent Guarantor when authorized by a Board Resolution of the Parent Guarantor, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series under this Indentureor any coupons appertaining to such Securities; provided, however however, that no such supplemental indenture shallthat, without the consent of the Holder of each Outstanding Security affected thereby, no such supplemental indenture shall: (a) change the Scheduled Maturity Date or extend the stated payment date maturity of any payment of premium or interest payable on any SecuritySecurities, or reduce the principal amount thereofthereof or premium, if any, or reduce the rate or extend the time of payment of any amount of interest or Additional Amounts thereon or reduce the amount due and payable upon acceleration of the maturity thereof or the amount provable in bankruptcy, or make the principal of, or interest, premium or Additional Amounts on any Security payable thereon, orin any coin or currency other than that provided in such Security, (b) change the method of computing the amount of principal of any Security or any interest payable thereon on any date, or change any Place of Payment where, or the coin or currency in which, any Security or any payment of premium or interest thereon is payable, or (c) impair the right to institute suit for the enforcement of any such payment described in clauses (a) or (b) on or after the same shall become due and payable, whether at Maturity stated maturity thereof (or, in the case of redemption or repaymentredemption, on or after the Redemption Date or the Repayment Date, as the case may be; orredemption date therefor), (d) change or waive the redemption or repayment provisions of any series; (ec) reduce the aforesaid percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequencespursuant to Section 6.01 to waive defaults, provided for in this Indenture; or (fd) modify any of the provisions of this Section or Section 5.136.09, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; , provided, however 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 Sections 6.11 7.11 and 9.01(h10.01(e); or (g) adversely affect the ranking or priority of any series; (h) release any guarantor or co-obligor from any of its obligations under its guarantee of the Securities or this Indenture, except in compliance with the terms of this Indenture; or (i) waive any Event of Default pursuant to Section 5.01(a), Section 5.01(b) or Section 5.01(c) hereof with respect to such Security. A supplemental indenture that which changes or eliminates any covenant or other provision of this Indenture that which has expressly been included solely for the benefit of one or more particular series of Securities, or that which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. Upon the request of the Company and the Parent Guarantor, accompanied by a copy of the Board Resolution and Board Resolution of the Parent Guarantor authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company and the Parent Guarantor 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. It shall not be necessary for any Act the consent of the Securityholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. Promptly after the execution and delivery by the Company, the Parent Guarantor and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall give notice of such supplemental indenture (i) to the Holders of then Outstanding Registered Securities of each series affected thereby, by mailing a notice thereof by first-class mail to such Holders at their addresses as they shall appear on the Security Register, (ii) if any Unregistered Securities of a series affected thereby are then Outstanding, to the Holders thereof who have filed their names and addresses with the Trustee as described in Section 5.04, by mailing a notice thereof by first-class mail to such Holders at such addresses as were so furnished to the Trustee and (iii) if any Unregistered Securities of a series affected thereby are then Outstanding, to all Holders thereof, by publication of a notice thereof at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York, and in each case such notice shall set forth in general terms the substance of such supplemental indenture. Any failure of the Company or the Parent Guarantor to mail or publish 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 Securityholders. With the consent (evidenced as provided in Article 7) 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 supplemental indenture or indentures, by Act of said Holders delivered to the Company and the Trustee(voting as one class), the Company Company, the Guarantors and the Trustee may may, from time to time and at any time time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series under this Indentureseries; provided, however , that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby:so affected, (a) change extend the Scheduled Maturity Date or the stated payment date final maturity of any payment Securities of premium or interest payable on any Security, or such series; (b) reduce the principal amount thereofof, or any amount of interest or premium payable thereonpremium, or (b) change the method of computing the amount of principal of any Security or any interest payable thereon on any date, or change any Place of Payment where, or the coin or currency in whichif any, any Security or any payment Securities of premium or interest thereon is payable, orsuch series; (c) reduce the rate or extend the time of payment of interest on any Securities of such series; (d) reduce the amount payable upon the redemption of any Securities of such series; (e) change the currency of payment of principal of, or premium, if any, or interest on, any Securities of such series; (f) change the provisions relating to the waiver of past defaults or change or impair the right of Securityholders to receive payment or to institute suit for the enforcement of any payment described in clauses (a) or (b) conversion of any Securities of such series on or after the same shall become due and payable, whether at Maturity or, in the case of redemption or repayment, on or after the Redemption Date or the Repayment Date, as the case may be; or (d) change or waive the redemption or repayment provisions of any seriesdate therefor; (eg) reduce the above-stated percentage in principal amount of the Outstanding outstanding Securities of any series, such series the consent of whose Holders Securityholders is required for any such supplemental indenture, necessary to modify or the consent of whose Holders is required for any waiver of compliance with amend or to waive certain provisions of this Indenture or certain defaults hereunder and their consequences, provided for in under this Indenture; or; (fh) waive a default in the payment of principal of or interest on the Securities; (i) modify any of the provisions of this Section or Section 5.138.02, 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 Securityholder of each Outstanding Security of such series affected thereby; provided, however , that this clause shall not be deemed by the modification; (j) reduce the amount of Securities whose Securityholders must consent 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 Sections 6.11 and 9.01(h)a supplemental indenture; or (gk) adversely affect make any change to a Guarantee in any manner materially adverse to the ranking or priority Securityholders of any series; Securities of such series (h) release any guarantor or co-obligor from any of its obligations under its guarantee of as determined in good faith by the Securities or this Indenture, except in compliance with the terms of this Indenture; or (i) waive any Event of Default pursuant to Section 5.01(aCompany), Section 5.01(b) or Section 5.01(c) hereof with respect to such Security. A supplemental indenture that which changes or eliminates any covenant or other provision of this Indenture that which has expressly been included solely for the benefit of one or more particular series of Securities, or that which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. Upon the request of the Company, accompanied by an Officer’s Certificate and an Opinion of Counsel, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid and other documents, if any, required by Section 7.01, the Trustee shall join with the Company and the 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. It shall not be necessary for any Act the consent of the Securityholders under this Section 9.02 to approve the particular form of any proposed amendment, waiver or supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. Promptly after the execution of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall give a notice thereof to the Holders of then Outstanding Securities of each series affected thereby, by mailing a notice thereof by first-class mail to such Holders at their addresses as they shall appear on the Security register, and in each case such notice shall set forth in general terms the substance of such supplemental indenture. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in Article Seven) of the Holders of not less than a majority in aggregate principal amount of the Securities at the time Outstanding Securities of each series Series affected by such supplemental indenture or indentures, by Act of said Holders delivered to the Company and the Trustee(treated as one class), the Company Company, when authorized by a resolution of its Board of Directors, and the Trustee may for such Series of Securities may, from time to time and at any time time, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as in force at the date of execution thereof) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series Series; provided, that , including the release any Note Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture; provided, however , that without the consent of each Securityholder of a Series affected thereby no such supplemental indenture shallshall (a) extend the final maturity of any Security, or reduce the principal amount thereof or any premium thereon, or reduce the rate or extend the time of payment of interest thereon, or reduce any amount payable on redemption thereof, or impair or affect the right of any Securityholder to institute suit for payment thereof or, if the Securities provide therefor, any right of repayment at the option of the Securityholder without the consent of the Holder of each Outstanding Security affected thereby: (a) change the Scheduled Maturity Date or the stated payment date of any payment of premium or interest payable on any Securityso affected, or reduce the principal amount thereof, or any amount of interest or premium payable thereon, or (b) change the method of computing the amount of principal of any Security or any interest payable thereon on any date, or change any Place of Payment where, or the coin or currency in which, any Security or any payment of premium or interest thereon is payable, or (c) impair the right to institute suit for the enforcement of any payment described in clauses (a) or (b) on or after the same shall become due and payable, whether at Maturity or, in the case of redemption or repayment, on or after the Redemption Date or the Repayment Date, as the case may be; or (d) change or waive the redemption or repayment provisions of any series; (e) reduce the aforesaid percentage in principal amount of the Outstanding Securities of any seriesSeries, the consent of whose the Holders of which is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences, provided for in this Indenture; or (f) modify any of the provisions of this Section or Section 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 Holders of each Outstanding Security affected thereby; providedso affected. Upon the request of the Company, however accompanied by a copy of a resolution of the Board of Directors certified by the secretary or an assistant secretary of the Company authorizing the execution of any such supplemental indenture, that and upon the filing with the Trustee for such Series of Securities of evidence of the consent of Securityholders as aforesaid and other documents, if any, required by Section 7.1, the Trustee for such Series of Securities shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects such Trustee’s own rights, duties or immunities under this clause Indenture or otherwise, in which case such Trustee may in its discretion, but shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Sectionobligated to, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(h); or (g) adversely affect the ranking or priority of any series; (h) release any guarantor or co-obligor from any of its obligations under its guarantee of the Securities or this Indenture, except in compliance with the terms of this Indenture; or (i) waive any Event of Default pursuant to Section 5.01(a), Section 5.01(b) or Section 5.01(c) hereof with respect to enter into such Security. A supplemental indenture that changes or eliminates any covenant or other provision of this Indenture that has expressly been included solely for the benefit of one or more particular series of Securities, or that modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other seriesindenture. It shall not be necessary for any Act the consent of the Securityholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall give notice in the manner and to the extent provided in Section 11.4 to the Holders of Securities of each Series affected thereby at their addresses as they shall appear on the Securities register of the Company, setting forth in general terms the substance of such supplemental indenture. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. For the purposes of this Section 8.2 only, 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.

Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in Article 6) of the Holders of not less than a majority in principal amount Current Principal Amount of the Securities at the time Outstanding Securities of each all series affected by such supplemental indenture or indentures, by Act of said Holders delivered to the Company and the Trustee(with each such series voting as one class), the Company Company, when authorized by a Board Resolution, and the Trustee may may, from time to time and at any time time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series under this Indentureseries; provided, however , that no such supplemental indenture shall, without the consent of the Holder Holders of each Outstanding Security so affected thereby: (a) change and except as otherwise required or permitted pursuant to the Scheduled Maturity Date or the stated Going Concern Write-Down, Write-Down and Cancellation, interest payment date of any payment of premium or interest payable on any Securitycancellation, or subordination provisions applicable to such series of Securities, (i) reduce the principal amount thereof(other than upon the occurrence of a Capital Ratio Event, Non-Viability Event, Bankruptcy Event or Liquidation Event), the interest rate (other than upon the occurrence of a Capital Ratio Event, Non-Viability Event, Bankruptcy Event, Liquidation Event, or any amount due to the cancellation of interest as provided in this Indenture) or premium payable thereonthe redemption price (other than upon the occurrence of a Capital Ratio Event, or Non-Viability Event or Bankruptcy Event, Liquidation Event as provided in this Indenture) therefor, (bii) permit redemption thereof if not previously permitted, (iii) impair any right a holder may have to require repayment of its Security, (iv) impair any right that a holder of an indexed or any other Security may have to convert the Security for or into securities, (v) change the method of computing the amount of principal currency of any Security payment thereon, (vi) change the place of payment thereon, (vii) modify or amend any interest payable thereon on provisions relating to the agreement to subordinate and the terms of subordination of the Securities of any dateparticular series pursuant to Sections 12.01 and 12.02, (viii) remove, amend or change any Place of Payment wheremodify the going-concern, non-viability or bankruptcy write-down provisions or the coin or currency cancellation of interest payment provisions, including the provisions of Section 3.10, Section 3.11 and Articles 13 and 14, in whicha manner not expressly permitted to be accomplished without obtaining the consent of the Holders, any Security or any payment of premium or interest thereon is payable, or (cix) impair the right to institute suit for the enforcement of any Holder to sue for payment described in clauses of any amount due on any Security when due, (ax) reduce the percentage of Securities of any one or (b) on more affected series, taken separately or after together, as applicable, and whether comprising the same shall become due and payableor different series or less than all of the Securities of a series, whether at Maturity orthe approval of whose Holders is needed to change the Indenture or those Securities, in the case of redemption or repayment, on or after the Redemption Date or the Repayment Date, as the case may be; or (d) change or waive the redemption or repayment provisions of any series; (exi) reduce the percentage in principal amount of the Outstanding Securities of any one or more affected series, taken separately or together, as applicable, and whether comprising the same or different series or less than all of the Securities of a series, the consent of whose Holders is required for any such supplemental indenture, or needed to waive the consent of whose Holders is required for any waiver of Company’s compliance with certain the Indenture or to waive breaches, (xii) change the provisions of this Indenture or certain defaults hereunder any supplemental indenture dealing with modification and their consequences, provided for waiver in this Indenture; or (f) modify any of the provisions of this Section or Section 5.13other respect, except to increase any such required percentage referred to above or to provide add to the provisions that certain other provisions of this Indenture cannot be modified changed or waived without the consent approval of the Holder of each Outstanding Security affected thereby; provided, however , that this clause shall not be deemed to require the consent of any Holder with respect to changes Security. Notwithstanding anything else contained 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 9.01(h); or (g) adversely affect the ranking or priority of any series; (h) release any guarantor or co-obligor from any of its obligations under its guarantee of the Securities or this Indenture, except no amendment or modification which is prejudicial to any present or future creditor in compliance with respect of any Senior Indebtedness shall be made to the terms provisions of this Indenture; or (i) waive any Event of Default pursuant to Section 5.01(a)12.01, Section 5.01(b) 12.02 or Section 5.01(c) hereof with respect to 12.03 or those providing for the subordination of any Securities in the relevant supplemental indenture. No such Securityamendment or modification shall in any event be effective against any such creditor of Senior Indebtedness. A supplemental indenture that which changes or eliminates any covenant or other provision of this Indenture that which has expressly been included solely for the benefit of one or more particular series of Securities, or that which modifies the rights of the Holders holders of Securities of such series series, with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders holders of Securities of any other series. It shall not be necessary for any Act of Securityholders 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.

Supplemental Indentures With Consent of Securityholders. 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 or indenturesindentures (acting as one class), by Act of said Holders delivered to the Company and the TrusteeTrustee (in accordance with Section 1.04 hereof), the Company Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series under this Indenture; provided, however however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby:: 962368.1 (a1) change the Scheduled Maturity Date of the principal of, or the stated payment date Stated Maturity of any payment premium on, or any installment of premium or interest payable on on, any Security, or reduce the principal amount thereofthereof or the interest or any premium thereon, or any amount of interest or premium payable thereon, or (b) change the method of computing the amount of principal of any Security thereof or any interest payable thereon on any date, date or change any Place of Payment where, or the coin or currency in which, any Security or any payment of premium or interest thereon is payable, or (c) or impair the right to institute suit for the enforcement of any such payment described in clauses (a) or (b) on or after the same shall become due and payableMaturity or the Stated Maturity, whether at Maturity as the case may be, thereof (or, in the case of redemption or repayment, on or after the Redemption Date or the Repayment Date, as the case may be; or (d) change or waive the redemption or repayment provisions of any series); (e2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences, provided for in this Indenture; or; (f3) modify any of the provisions of this Section, Section 5.13 or Section 5.1310.08, 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 thereby; provided, however , that this clause shall not be deemed to require ; (4) impair or adversely affect the consent right of any Holder to institute suit for the enforcement of any payment on, or with respect to changes to, the Securities of any series on or after the Stated Maturity of such Securities (or in the references to “case of redemption, on or after the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(hRedemption Date); or (g5) adversely affect amend or modify Article 12 of this Indenture in any manner adverse to the ranking or priority rights of the Holders of the Outstanding Securities of any series; (h) release any guarantor or co-obligor from any of its obligations under its guarantee of the Securities or this Indenture, except in compliance with the terms of this Indenture; or (i) waive any Event of Default pursuant to Section 5.01(a), Section 5.01(b) or Section 5.01(c) hereof with respect to such Security. A supplemental indenture that which changes or eliminates any covenant or other provision of this Indenture that which has expressly been included solely for the benefit of one or more particular series of Securities, or that 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 Securityholders 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.

Supplemental Indentures With Consent of Securityholders. 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 or indentures, by Act of said Holders delivered to the Company and the Trustee, the Company Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series under this Indenture; provided, however however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby:, (a1) change the Scheduled Maturity Date of the principal of, or the stated payment date Stated Maturity of any payment premium on, or the Interest Payment Date for any installment of premium or interest payable on on, any Security, or reduce the principal amount thereofthereof or the interest or any premium thereon, or any amount of interest or premium payable thereon, or (b) change the method of computing the amount of principal of any Security thereof or any interest payable thereon on any date, date or change any Place of Payment where, or the coin or currency in which, any Security or any payment of premium or interest thereon is payable, or (c) or impair the right to institute suit for the enforcement of any such payment described in clauses (a) or (b) on or after the same shall become due and payableMaturity or the Stated Maturity, whether at Maturity as the case may be, thereof (or, in the case of redemption or repayment, on or after the Redemption Date or the Repayment Date, as the case may be); or (d2) change in the case of subordinated or waive convertible debt securities, modify the redemption subordination or repayment conversion provisions in a manner materially adverse to the holders of any series;those debt securities; or (e3) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences, provided for in this Indenture; or (f4) modify or amend any of the provisions of this Section 9.02, Section 5.13 or Section 5.1310.06, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however , that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(h); or (g) adversely affect the ranking or priority of any series; (h) release any guarantor or co-obligor from any of its obligations under its guarantee of the Securities or this Indenture, except in compliance with the terms of this Indenture; or (i) waive any Event of Default pursuant to Section 5.01(a), Section 5.01(b) or Section 5.01(c) hereof with respect to such Security. A supplemental indenture that changes or eliminates any covenant or other provision of this Indenture that has expressly been included solely for the benefit of one or more particular series of Securities, or that 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 Securityholders 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.

Supplemental Indentures With Consent of Securityholders. 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 or indenturesindenture, by Act of 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 from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series under this Indenture; provided, however however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: (a1) change (except for extensions pursuant to Section 3.12) the Scheduled Stated Maturity Date of the principal of, or the stated payment date any installment of interest, if any, on, any payment 96 106 Security of premium or interest payable on any Securitysuch series, or reduce the principal amount thereof or the rate of interest, if any, thereon or any premium payable upon the redemption thereof, or any amount of interest or premium payable thereon, or (b) change the method of computing reduce the amount of principal of any an Original Issue Discount Security or any interest that would be due and payable thereon on any dateupon a declaration of acceleration of Maturity thereof pursuant to Section 5.02, or change any Place of Payment where, or the coin or currency Currency in which, any Security (or any payment of premium premium, if any) or interest the interest, if any, thereon is payable, or (c) or impair the right to institute suit for the enforcement of any such payment described in clauses (a) or (b) on or after the same shall become due and payable, whether at Stated Maturity thereof (or, in the case of redemption or repayment, on or after the Redemption Date or the Repayment Date, as the case may be); or (d) change or waive the redemption or repayment provisions of any series; (e2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, indenture or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults applicable to such series hereunder and their consequences, ) provided for in this IndentureIndenture or reduce the quorum or voting requirements of Section 13.04; or (f3) modify any of the provisions of this Section or Section 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 Outstanding Security of such series affected thereby; provided, however , that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(h); or (g) adversely affect the ranking or priority of any series; (h) release any guarantor or co-obligor from any of its obligations under its guarantee of the Securities or this Indenture, except in compliance with the terms of this Indenture; or (i) waive any Event of Default pursuant to Section 5.01(a), Section 5.01(b) or Section 5.01(c) hereof with respect to such Security. A supplemental indenture that which changes or eliminates any covenant or other provision of this Indenture that which has expressly been included solely for the benefit of one or more particular series of Securities, or that 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 Securityholders 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.

Supplemental Indentures With Consent of Securityholders. 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 or indentures, by Act of said Holders delivered to the Company and the Trustee, the Company and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series under this Indenture; provided, however however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: (a) change the Scheduled Maturity Date or the stated payment date of any payment of premium or interest payable on any Security, or reduce the principal amount thereof, or any amount of interest or premium payable thereon, or; (b) change the method of computing the amount of principal of any Security or any interest payable thereon on any date, or change any Place of Payment where, or the coin or currency in which, any Security or any payment of premium or interest thereon is payable, or; (c) impair the right to institute suit for the enforcement of any payment described in clauses (a) or (b) on or after the same shall become due and payable, whether at Maturity or, in the case of redemption or repayment, on or after the Redemption Date or the Repayment Date, as the case may be; or; (d) change or waive the redemption or repayment provisions of any series; (e) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences, provided for in this Indenture; or; (f) modify any of the provisions of this Section section or Section 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 Outstanding Security affected thereby; provided, however 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 Sections 6.11 and 9.01(h9.1(h); or; (g) adversely affect the ranking or priority of any series; (h) release any guarantor or co-obligor from any of its obligations under its guarantee of the Securities or this Indenture, except in compliance with the terms of this Indenture; or (i) waive any Event of Default pursuant to Section 5.01(a5.1(a), Section 5.01(b) (b), or Section 5.01(c(c) hereof with respect to such Security. A supplemental indenture that changes or eliminates any covenant or other provision of this Indenture that has expressly been included solely for the benefit of one or more particular series of Securities, or that modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Securityholders under this Section 9.02 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.

Supplemental Indentures With Consent of Securityholders. With Except as otherwise set forth in an indenture supplemental hereto or Board Resolution creating such series of Securities or in the form of security for such Series, 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 or indenturesindentures (acting as one class), by Act of said Holders delivered to the Company and the TrusteeTrustee (in accordance with Section 1.04 hereof), the Company Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series under this Indenture; provided, however however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: (a) change the Scheduled Maturity Date of the principal of, or the stated payment date Stated Maturity of any payment premium on, or any installment of premium or interest payable on on, any Security, or reduce the principal amount thereofthereof or the interest or any premium thereon, or any amount of interest or premium payable thereon, or (b) change the method of computing the amount of principal of any Security thereof or any interest payable thereon on any date, date or change any Place of Payment where, or the coin or currency in which, any Security or any payment of premium or interest thereon is payable, or (c) or impair the right to institute suit for the enforcement of any such payment described in clauses (a) or (b) on or after the same shall become due and payableMaturity or the Stated Maturity, whether at Maturity as the case may be, thereof (or, in the case of redemption or repayment, on or after the Redemption Date or the Repayment Date, as the case may be), or alter the provisions of this Indenture so as to affect adversely the terms, if any, of conversion of any Securities into Common Stock or other securities; or (d) change or waive the redemption or repayment provisions of any series; (eb) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences, provided for in this Indenture; or (fc) modify any of the provisions of this Section 9.02, Section 5.13 or Section 5.1310.06, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however , that this clause shall not be deemed to require or (d) impair or adversely affect the consent right of any Holder to institute suit for the enforcement of any payment on, or with respect to changes to, the Securities of any series on or after the Stated Maturity of such Securities (or in the references to “case of redemption, on or after the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(hRedemption Date); or (ge) adversely affect amend or modify Section 13.01 of this Indenture in any manner adverse to the ranking or priority rights of the Holders of the Outstanding Securities of any series; (h) release any guarantor or co-obligor from any of its obligations under its guarantee of the Securities or this Indenture, except in compliance with the terms of this Indenture; or (if) waive make any Event change in the terms of Default pursuant the subordination of the Securities in a manner adverse in any material respect to the Holders of any Series of Outstanding Securities. For purposes of this Section 5.01(a)9.02, Section 5.01(b) or Section 5.01(c) hereof 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 Securityseries 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 that which changes or eliminates any covenant or other provision of this Indenture that which has expressly been included solely for the benefit of one or more particular series of Securities, or that 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 Securityholders 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.

Supplemental Indentures With Consent of Securityholders. 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 or indentures, by Act of said Holders delivered to the Company and the Trustee, the Company and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series under this Indenture; provided, however however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: (a) change the Scheduled Maturity Date or the stated payment date of any payment of premium or interest payable on any Security, or reduce the principal amount thereof, or any amount of interest or premium payable thereon, or; (b) change the method of computing the amount of principal of any Security or any interest payable thereon on any date, or change any Place of Payment where, or the coin or currency in which, any Security or any payment of premium or interest thereon is payable, or; (c) impair the right to institute suit for the enforcement of any payment described in clauses (a) or (b) on or after the same shall become due and payable, whether at Maturity or, in the case of redemption or repayment, on or after the Redemption Date or the Repayment Date, as the case may be; or; (d) change or waive the redemption or repayment provisions of any series; (e) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences, provided for in this Indenture; or; (f) modify any of the provisions of this Section or Section 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 Outstanding Security affected thereby; provided, however 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 Sections 6.11 and 9.01(h9.1(h); or; (g) adversely affect the ranking or priority of any series; (h) release any guarantor or co-obligor from any of its obligations under its guarantee of the Securities or this Indenture, except in compliance with the terms of this Indenture; or (i) waive any Event of Default pursuant to Section 5.01(a5.1(a), Section 5.01(b(b) or Section 5.01(c(c) hereof with respect to such Security. A supplemental indenture that changes or eliminates any covenant or other provision of this Indenture that has expressly been included solely for the benefit of one or more particular series of Securities, or that modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Securityholders under this Section 9.02 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.

Supplemental Indentures With Consent of Securityholders. With the consent of the Holders of not less than a majority 66 2/3% in principal amount amount, or if such Securities are not payable at Maturity for a fixed principal amount, 66 2/3% of the aggregate issue price of the Outstanding Securities of each all series affected by such supplemental indenture or indenturesindentures (acting as one class), by Act of said Holders delivered to the Company and the Trustee, the Company Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose purposes 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 each such series and any related coupons under this Indenture; provided, however however, that no such supplemental indenture shall, without the consent of the Holder Holders of each Outstanding Security affected thereby: (ai) change the Scheduled Stated Maturity Date of the principal of, or the stated payment date Stated Maturity of any payment installment of premium principal of or interest payable (or premium, if any) or any Maturity Consideration, on any Security, or reduce the principal amount thereofor Maturity Consideration thereof or any premium thereon or the rate of interest thereon, or any change the obligation of the Company to pay additional amounts pursuant to Section 5.04 (except as contemplated by Section 10.01(i) and permitted by Section 9.01), or reduce the amount of interest the principal of an Original Issue Discount Security that would be due and payable or premium payable thereondeliverable upon a declaration of acceleration of the Maturity thereof pursuant to Section 7.02, or (b) or change the method of computing the amount of principal of any Security or any calculating interest payable thereon on any date, or change any Place of Payment where, or the coin or currency unit or other property in which, which any Security (or any payment of premium premium, if any, thereon) or the interest thereon therefor is payable, or (c) payable or deliverable or impair the right to institute suit for the enforcement of any such payment described in clauses (a) or (b) delivery on or after the same shall become due and payable, whether at Stated Maturity thereof (or, in the case of redemption or repaymentredemption, on or after the Redemption Date or the Repayment Date, as the case may be); or (d) change or waive the redemption or repayment provisions of any series; (eii) reduce the percentage in principal amount or issue price of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, indenture or the consent of whose which Holders is required for any waiver (of compliance with certain provisions of this Indenture or of certain defaults Defaults hereunder and their consequences, ) provided for in this Indenture; or (fiii) change any obligations of the Company to maintain an office or agency in the places and for the purposes specified in Section 5.02; or (iv) modify any of the provisions of this Section or Section 5.137.13, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however , that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(h); or (g) adversely affect the ranking or priority of any series; (h) release any guarantor or co-obligor from any of its obligations under its guarantee of the Securities or this Indenture, except in compliance with the terms of this Indenture; or (i) waive any Event of Default pursuant to Section 5.01(a), Section 5.01(b) or Section 5.01(c) hereof with respect to such Securitywaived. A supplemental indenture that which changes or eliminates any covenant or other provision provisions of this Indenture that which has expressly been included solely for the benefit of one or more particular series of Securities, or that 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 Securityholders 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.

Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in Article Seven) of the Holders of not less than a majority in aggregate principal amount of the Securities then Outstanding Securities of each any series affected by such supplemental indenture or indentures, by Act of said Holders delivered to the Company and the Trusteeindenture, the Company Issuer, when authorized by a Board Resolution (which resolution may provide general terms or parameters for such action and may provide that the specific terms of such action may be determined in accordance with or pursuant to an Issuer Order), and the Trustee may may, from time to time and at any time time, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as in force at the date of execution thereof) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series under this Indentureseries; provided, however , that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: shall (a) change the Scheduled Maturity Date or extend the stated payment date final maturity of any payment the principal of premium or interest payable on any Security, or reduce the principal amount thereof, or any amount reduce the rate or extend the time of interest or premium payable thereon, or (b) change the method of computing the amount of principal of any Security or any interest payable thereon on any date, or change any Place of Payment where, or the coin or currency in which, any Security or any payment of premium or interest interest, if any, thereon is payable, or (c) impair the right to institute suit for the enforcement of any payment described in clauses (a) or (b) on or after the same shall become due and payable, whether at Maturity or, in the case of redemption an Original Issue Discount Security, reduce the rate of accretion of original issue discount thereon), or repaymentreduce or alter the method of computation of any amount payable on redemption, on repayment or after purchase by the Redemption Date Issuer thereof (or the Repayment Datetime at which any such redemption, as repayment or purchase may be made), or make the principal thereof (including any amount in respect of original issue discount), or interest, if any, thereon payable in any coin or currency other than that provided in the Securities or in accordance with the terms of the Securities, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon an acceleration of the maturity thereof or the amount thereof provable in bankruptcy in each case may be; or (d) change pursuant to Article Five, or waive impair or affect the redemption or repayment provisions right of any series; Securityholder to institute suit for the payment thereof or, if the Securities provide therefor, any right of repayment or purchase at the option of the Securityholder, in each case without the consent of the Holder of each Security so affected, or (eb) reduce the aforesaid percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences, provided for in this Indenture; or (f) modify any of the provisions of this Section or Section 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 Outstanding Security affected thereby; provided, however , that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(h); or (g) adversely affect the ranking or priority of any series; (h) release any guarantor or co-obligor from any of its obligations under its guarantee of the Securities or this Indenture, except in compliance with the terms of this Indenture; or (i) waive any Event of Default pursuant to Section 5.01(a), Section 5.01(b) or Section 5.01(c) hereof with respect to such Security. A supplemental indenture that changes or eliminates any covenant or other provision of this Indenture that has expressly been included solely for the benefit of one or more particular series of Securities, or that modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Securityholders 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.which is

Supplemental Indentures With Consent of Securityholders. 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 or indenturesindentures (acting as one class), by Act of said Holders delivered to the Company and the TrusteeTrustee (in accordance with Section 1.04 hereof), the Company Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series under this Indenture; provided, however however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: (a1) change the Scheduled Maturity Date of the principal of, or the stated payment date Stated Maturity of any payment premium on, or any installment of premium or interest payable on on, any Security, or reduce the principal amount thereofthereof or the interest or any premium thereon, or any amount of interest or premium payable thereon, or (b) change the method of computing the amount of principal of any Security thereof or any interest payable thereon on any date, date or change any Place of Payment where, or the coin or currency in which, any Security or any payment of premium or interest thereon is payable, or (c) or impair the right to institute suit for the enforcement of any such payment described in clauses (a) or (b) on or after the same shall become due and payableMaturity or the Stated Maturity, whether at Maturity as the case may be, thereof (or, in the case of redemption or repayment, on or after the Redemption Date or the Repayment Date, as the case may be), or alter the provisions of this Indenture so as to affect adversely the terms, if any, of conversion of any Securities into Common Stock or other securities; or (d) change or waive the redemption or repayment provisions of any series; (e2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences, provided for in this Indenture; or (f3) modify any of the provisions of this Section or Section 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 Outstanding Security affected thereby; provided, however , that this clause shall not be deemed to require ; (4) impair or adversely affect the consent right of any Holder to institute suit for the enforcement of any payment on, or with respect to changes to, the Securities of any series on or after the Stated Maturity of such Securities (or in the references to “case of redemption, on or after the Trustee” and concomitant changes in this Section, Redemption Date); (5) amend or the deletion modify Section 13.01 of this proviso, Indenture in accordance with any manner adverse to the requirements rights of Sections 6.11 and 9.01(h); or (g) adversely affect the ranking or priority Holders of the Outstanding Securities of any series; (h) release any guarantor or co-obligor from any . For purposes of its obligations under its guarantee of this Section 9.02, if the Securities or this Indentureof any series are issuable upon the exercise of warrants, except in compliance with the terms each holder of this Indenture; or (i) waive any Event of Default pursuant to Section 5.01(a), Section 5.01(b) or Section 5.01(c) hereof an unexercised and unexpired warrant with respect to such Securityseries 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 that which changes or eliminates any covenant or other provision of this Indenture that which has expressly been included solely for the benefit of one or more particular series of Securities, or that 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 Securityholders 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.

Supplemental Indentures With Consent of Securityholders. 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 or indentures, by Act of said Holders delivered to the Company and the Trustee, the Company Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series under this Indenture; provided, however however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security of such series adversely affected thereby:, (a1) change the Scheduled Maturity Date of the principal of, or the stated payment date Stated Maturity of any payment premium on, or any installment of premium or interest payable on on, any SecuritySecurity of such series, or reduce the principal amount thereof, thereof or any amount the rate of interest (or premium Additional Amounts, if any) payable thereon, or (b) or change the method of computing the amount of principal of any Security thereof or any interest (or Additional Amounts, if any) payable thereon on any date, date or change any Place of Payment where, or the coin or currency in which, any Security of such series or any payment of premium or interest thereon is payable, or (c) or impair the right to institute suit for the enforcement of any such payment described in clauses (a) or (b) on or after the same shall become due and payableMaturity or the Stated Maturity, whether at Maturity as the case may be, thereof (or, in the case of redemption or repayment, on or after the Redemption Date or the Repayment Date, as the case may be); or (d) change or waive the redemption or repayment provisions of any series; (e2) reduce the percentage in aggregate principal amount of the Outstanding Securities of any such series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences, provided for in this Indenture; or (f3) modify any of the provisions of this Section, Section 513 or Section 5.131012, 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 of such series affected thereby; provided, however , that this clause shall not be deemed to require . Promptly after the consent execution by the Company and the Trustee of any Holder with respect amendment, supplement or waiver pursuant to changes the provisions of this Section 902, the Company shall give notice thereof to the Holders of Securities as provided in Section 106, and to any other entity as required by applicable regulations, setting forth in general terms the references substance of such amendment, supplement or waiver. Any failure of the Company to “the Trustee” and concomitant changes in this Sectiongive such notice, or the deletion of this provisoany defect therein, shall not, however, in accordance with the requirements of Sections 6.11 and 9.01(h); or (g) adversely any way impair or affect the ranking or priority validity of any series; (h) release any guarantor such amendment, supplement or co-obligor from any of its obligations under its guarantee of the Securities or this Indenture, except in compliance with the terms of this Indenture; or (i) waive any Event of Default pursuant to Section 5.01(a), Section 5.01(b) or Section 5.01(c) hereof with respect to such Securitywaiver. A supplemental indenture that which changes or eliminates any covenant or other provision of this Indenture that which has expressly been included solely for the benefit of one or more particular series of Securities, or that 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 Securityholders 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.

Supplemental Indentures With Consent of Securityholders. 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 or indentures, by Act of said Holders delivered to the Company applicable Issuer, the Guarantor and the Trustee, the Company applicable Issuer and the Guarantor, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series under this Indenture; provided, however however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby:, (a1) change the Scheduled Maturity Date of the principal of, or the stated payment date Stated Maturity of any payment premium on, or any installment of premium or interest payable on on, any Security, or reduce the principal amount thereofthereof or the interest or any premium thereon, or any amount of interest or premium payable thereon, or (b) change the method of computing the amount of principal of any Security thereof or any interest payable thereon on any date, date or change any Place of Payment where, or the coin or currency in which, any Security or any payment of premium or interest thereon is payable, or (c) or impair the right to institute suit for the enforcement of any such payment described in clauses (a) or (b) on or after the same shall become due and payableMaturity or the Stated Maturity, whether at Maturity as the case may be, thereof (or, in the case of redemption or repayment, on or after the Redemption Date or the Repayment Date, as the case may be); or (d) change or waive the redemption or repayment provisions of any series; (e2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences, provided for in this Indenture; or (f3) modify any of the provisions of this Section, Section 513 or Section 5.131008, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however , that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(h); or (g) adversely affect the ranking or priority of any series; (h) release any guarantor or co-obligor from any of its obligations under its guarantee of the Securities or this Indenture, except in compliance with the terms of this Indenture; or (i) waive any Event of Default pursuant to Section 5.01(a), Section 5.01(b) or Section 5.01(c) hereof with respect to such Security. A supplemental indenture that which changes or eliminates any covenant or other provision of this Indenture that which has expressly been included solely for the benefit of one or more particular series of Securities, or that 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 Securityholders 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.

Supplemental Indentures With Consent of Securityholders. With Except as otherwise set forth in an indenture supplemental hereto or Board Resolution creating such series of Securities or in the form of security for such Series, 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 or indenturesindentures (acting as one class), by Act of said Holders delivered to the Company and the TrusteeTrustee (in accordance with Section 1.04 hereof), the Company Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series under this Indenture; provided, however however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: (a1) change the Scheduled Maturity Date of the principal of, or the stated payment date Stated Maturity of any payment premium on, or any installment of premium or interest payable on on, any Security, or reduce the principal amount thereofthereof or the interest or any premium thereon, or any amount of interest or premium payable thereon, or (b) change the method of computing the amount of principal of any Security thereof or any interest payable thereon on any date, date or change any Place of Payment where, or the coin or currency in which, any Security or any payment of premium or interest thereon is payable, or (c) or impair the right to institute suit for the enforcement of any such payment described in clauses (a) or (b) on or after the same shall become due and payableMaturity or the Stated Maturity, whether at Maturity as the case may be, thereof (or, in the case of redemption or repayment, on or after the Redemption Date or the Repayment Date, as the case may be), or alter the provisions of this Indenture so as to affect adversely the terms, if any, of conversion of any Securities into Common Stock or other securities; oror 37 (d) change or waive the redemption or repayment provisions of any series; (e2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences, provided for in this Indenture; or (f3) modify any of the provisions of this Section 9.02, Section 5.13 or Section 5.1310.06, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however , that this clause shall not be deemed to require or (4) impair or adversely affect the consent right of any Holder to institute suit for the enforcement of any payment on, or with respect to changes to, the Securities of any series on or after the Stated Maturity of such Securities (or in the references to “case of redemption, on or after the Trustee” and concomitant changes in this Section, Redemption Date); (5) amend or the deletion modify Section 14.01 of this proviso, Indenture in accordance with any manner adverse to the requirements rights of Sections 6.11 and 9.01(h)the Holders of the Outstanding Securities of any series; or (g6) adversely affect make any change in the ranking or priority terms of any series; (h) release any guarantor or co-obligor from any of its obligations under its guarantee the subordination of the Securities or this Indenture, except in compliance with a manner adverse in any material respect to the terms Holders of any series of Outstanding Securities. For purposes of this Indenture; or (i) waive Section 9.02, if the Securities of any Event series are issuable upon the exercise of Default pursuant to Section 5.01(a)warrants, Section 5.01(b) or Section 5.01(c) hereof each holder of an unexercised and unexpired warrant with respect to such Securityseries 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 that which changes or eliminates any covenant or other provision of this Indenture that which has expressly been included solely for the benefit of one or more particular series of Securities, or that 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 Securityholders 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.

Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in Article 6) of the Holders holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each series affected by such supplemental indenture or indentures, by Act of said Holders delivered to at the Company and the Trusteetime outstanding, the Company Issuer, when authorized by a resolution of its Board of Directors, and the Trustee may may, from time to time and at any time time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Securities of each such series under this IndentureSecurities; provided, however that, that without the consent of each holder affected, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: (a) change the Scheduled Stated Maturity Date of the principal of, or the stated payment date any installment of any payment of premium or interest payable on on, any Security, or 76 (b) reduce the principal amount thereofof, or premium, if any, or interest or Additional Amounts on, any Security, (c) reduce any amount payable on redemption of interest the Securities or premium payable thereonupon the occurrence of an Event of Default or reduce the Change of Control Payment or the Excess Proceeds Offer Payment, oror change the obligations of the Issuer to pay Additional Amounts, (bd) change the method place or currency of computing the amount payment of principal of any Security or any interest payable thereon on any dateof, or change any Place of Payment wherepremium, if any, or the coin or currency in whichinterest on, any Security or any payment of premium or interest thereon is payable, orSecurity, (ce) impair the right to institute suit for the enforcement of any payment described in clauses (a) or (b) on or after the same shall become due and payable, whether at Stated Maturity (or, in the case of redemption or repaymenta redemption, on or after the Redemption Date or the Repayment Date, as the case may be; or) of any Security, (df) change reduce the above-stated percentage of outstanding Securities the consent of whose holders is necessary to modify or waive the redemption or repayment provisions of any series;amend this Indenture, (eg) waive a default in the payment of principal of, premium, if any, or interest on the Securities, (h) reduce the percentage in or aggregate principal amount of the Outstanding outstanding Securities of any series, the consent of whose Holders holders is required necessary for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or for waiver of certain defaults hereunder and their consequencesdefaults, (i) modify or change any provision of this Indenture affecting the terms, provided for provisions or ranking of the Securities in this Indenture; a manner adverse to the holders of the Securities or (fj) modify release the Issuer from any of their obligations under the Securities or this Indenture other than in accordance with the provisions of this Section Indenture, or Section 5.13amend or modify any provision relating to such release. The consent of the holders is not necessary under this Indenture to approve the particular form of any proposed supplemental indenture. It is sufficient if such consent approves the substance of the supplemental indenture. Upon the request of the Issuer, except to increase accompanied by a copy of a resolution of the Board of Directors certified by the Secretary or an Assistant Secretary of the Issuer authorizing the execution of any such percentage or to provide that certain other provisions supplemental indenture, and upon the filing with the Trustee of this Indenture cannot be modified or waived without evidence of the consent of Securityholders and other documents, if any, required by Section 6.01, the Holder Trustee shall join with the Issuer in the execution of each Outstanding Security affected thereby; providedsuch supplemental indenture unless such supplemental indenture affects the Trustee's own rights, however duties or immunities under this Indenture or otherwise, that this clause in which case the Trustee may in its discretion, but shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Sectionobligated to, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(h); or (g) adversely affect the ranking or priority of any series; (h) release any guarantor or co-obligor from any of its obligations under its guarantee of the Securities or this Indenture, except in compliance with the terms of this Indenture; or (i) waive any Event of Default pursuant to Section 5.01(a), Section 5.01(b) or Section 5.01(c) hereof with respect to enter into such Securitysupplemental indenture. A supplemental indenture that changes or eliminates any covenant or other provision of this Indenture that has expressly been included solely for the benefit of one or more particular series of Securities, or that modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. 77 It shall not be necessary for any Act the consent of the Securityholders under this Section 9.02 7.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. Promptly after the execution by the Issuer and the Trustee of any supplemental indenture pursuant to the provisions of this Section 7.02, the Issuer shall mail a notice thereof by first-class mail, postage prepaid, to the holders of Securities at their addresses as they shall appear on the registry books of the Issuer, 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 Securityholders. With the consent (evidenced as provided in Section 8.01) 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 or indentures, by Act of said Holders delivered to the Company and the Trusteeindenture, the Company Company, when authorized by a Board Resolution of the Company, each Issuer (if applicable), when authorized by Board Resolutions of the Issuers (with respect to any series of Securities for which there is one or more co-issuers), each Guarantor (if applicable), when authorized by a Board Resolution of such Guarantor, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series under this Indentureseries; provided, however however, that no such supplemental indenture shallthat, without the consent of the Holder of each Outstanding Security affected thereby, no such supplemental indenture shall: (a) change the Scheduled Maturity Date or extend the stated payment date maturity of any payment of premium or interest payable on any SecuritySecurities, or reduce the principal amount thereofthereof or premium, if any, or reduce the rate or change the due date of any installment of principal or interest on, or payments of Additional Amounts, or reduce the amount due and payable upon acceleration of the maturity thereof or the amount provable in bankruptcy, or make the principal of or interest or premium premium, if any, on any Security payable thereon, orin any coin or currency other than that provided in such Security; (b) change the method of computing the amount of principal of any Security or any interest payable thereon on any date, or change any Place of Payment where, or the coin or currency in which, any Security or any payment of premium or interest thereon is payable, or (c) impair the right to institute suit for the enforcement of any such payment described in clauses (a) or (b) on or after the same shall become due and payable, whether at Maturity stated maturity thereof (or, in the case of redemption or repaymentredemption, on or after the Redemption Date or the Repayment Date, as the case may be; or (d) change or waive the redemption or repayment provisions of any seriesdate therefor); (ec) reduce the aforesaid percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required pursuant to Section 6.01 to waive defaults; (d) make any change that adversely affects the right, if any, to convert or exchange any Security for any waiver of compliance Shares or other securities or property in accordance with certain provisions of this Indenture or certain defaults hereunder and their consequences, provided for in this Indentureits terms; or (fe) modify any of the provisions of this Section or Section 5.136.09, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however 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 Sections 6.11 7.11 and 9.01(h10.01(e); or (g) adversely affect the ranking or priority of any series; (h) release any guarantor or co-obligor from any of its obligations under its guarantee of the Securities or this Indenture, except in compliance with the terms of this Indenture; or (i) waive any Event of Default pursuant to Section 5.01(a), Section 5.01(b) or Section 5.01(c) hereof with respect to such Security. A supplemental indenture that which changes or eliminates any covenant or other provision of this Indenture that which has expressly been included solely for the benefit of one or more particular series of Securities, or that which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. Upon the request of the Company, each Co-Issuer, if applicable, and each Guarantor, if applicable, accompanied by a copy of a Board Resolution of the Company, and, if applicable, a Board Resolution of each Co-Issuer and, if applicable, a Board Resolution of each Guarantor authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company and, if applicable, each Co-Issuer and, if applicable, each Guarantor 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. It shall not be necessary for any Act the consent of the Securityholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. Promptly after the execution and delivery by the Company, the Co-Issuer(s), if applicable, the Guarantors, if applicable, and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall give notice of such supplemental indenture to the Holders of then Outstanding Securities of each series affected thereby, by mailing a notice thereof by first-class mail to such Holders at their addresses as they shall appear on the Security Register. Any failure of the Company or, if applicable, the Co-Issuers or, if applicable, the Guarantors to mail or publish 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 Securityholders. 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 or indentures, by Act of said Holders delivered to the Company and the Trustee, the Company Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series under this Indenture; provided, however however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby:, (a1) change the Scheduled Maturity Date of the principal of, or the stated payment date Stated Maturity of any payment premium on, or any installment of premium or interest payable on on, any Security, or reduce the principal amount thereofthereof or the interest or any premium thereon, or any amount of interest or premium payable thereon, or (b) change the method of computing the amount of principal of any Security thereof or any interest payable thereon on any date, date or change any Place of Payment where, or the coin or currency in which, where any Security or any payment of premium or interest thereon is payable, or (c) or impair the right to institute suit for the enforcement of any such payment described in clauses (a) or (b) on or after the same shall become due and payableMaturity or the Stated Maturity, whether at Maturity as the case may be, thereof (or, in the case of redemption or repayment, on or after the Redemption Date or the Repayment Date, Date as the case may be); or (d) change or waive the redemption or repayment provisions of any series; (e2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences, provided for in this Indenture; or (f3) modify any of the provisions of this Section, Section 513 or Section 5.131008, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however , that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(h); or (g) adversely affect the ranking or priority of any series; (h) release any guarantor or co-obligor from any of its obligations under its guarantee of the Securities or this Indenture, except in compliance with the terms of this Indenture; or (i) waive any Event of Default pursuant to Section 5.01(a), Section 5.01(b) or Section 5.01(c) hereof with respect to such Security. A supplemental indenture that changes or eliminates any covenant or other provision of this Indenture that has expressly been included solely for the benefit of one or more particular series of Securities, or that modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Securityholders 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.

Supplemental Indentures With Consent of Securityholders. 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 or indentures, by Act of said Holders delivered to the Company and the Trustee, the Company and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series under this Indenture; provided, however however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: (a) change the Scheduled Maturity Date or the stated payment date of any payment of premium or interest payable on any Security, or reduce the principal amount thereof, or any amount of interest or premium payable thereon, or (b) change the method of computing the amount of principal of any Security or any interest payable thereon on any date, or change any Place of Payment where, or the coin or currency in which, any Security or any payment of premium or interest thereon is payable, or (c) impair the right to institute suit for the enforcement of any payment described in clauses (a) or (b) on or after the same shall become due and payable, whether at Maturity or, in the case of redemption or repayment, on or after the Redemption Date or the Repayment Date, as the case may be; or (d) change or waive the redemption or repayment provisions of any series; (e) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences, provided for in this Indenture; or (f) modify any of the provisions of this Section 9.02 or Section 5.13Sections 5.13 or 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 thereby; provided, however 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 SectionSections 9.02 and Section 10.06, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(h); or (g) adversely affect the ranking or priority of any series; (h) release any guarantor or co-obligor from any of its obligations under its guarantee of the Securities or this Indenture, except in compliance with the terms of this Indenture; or (i) waive any Event of Default pursuant to Section Sections 5.01(a), Section 5.01(b) or Section 5.01(c) hereof with respect to such Security. A supplemental indenture that changes or eliminates any covenant or other provision of this Indenture that has expressly been included solely for the benefit of one or more particular series of Securities, or that modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Securityholders 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.

Supplemental Indentures With Consent of Securityholders. 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 or indenturesindentures (acting as one class), by Act of said Holders delivered to the Company and the TrusteeTrustee (in accordance with Section 1.04 hereof), the Company Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series under this Indenture; provided, however however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: (a1) change the Scheduled Maturity Date of the principal of, or the stated payment date Stated Maturity of any payment premium on, or any installment of premium or interest payable on on, any Security, or reduce the principal amount thereofthereof or the interest or any premium thereon, or any amount of interest or premium payable thereon, or (b) change the method of computing the amount of principal of any Security thereof or any interest payable thereon on any date, date or change any Place of Payment where, or the coin or currency in which, any Security or any payment of premium or interest thereon is payable, or (c) or impair the right to institute suit for the enforcement of any such payment described in clauses (a) or (b) on or after the same shall become due and payableMaturity or the Stated Maturity, whether at Maturity as the case may be, thereof (or, in the case of redemption or repayment, on or after the Redemption Date or the Repayment Date, as the case may be), or alter the provisions of this Indenture so as to affect adversely the terms, if any, of conversion of any Securities into Common Stock or other securities; or (d) change or waive the redemption or repayment provisions of any series; (e2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences, provided for in this Indenture; or (f3) modify any of the provisions of this Section, Section 5.13 or Section 5.1310.08, 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 thereby; provided, however , that this clause shall not be deemed to require ; (4) impair or adversely affect the consent right of any Holder to institute suit for the enforcement of any payment on, or with respect to changes to, the Securities of any series on or after the Stated Maturity of such Securities (or in the references to “case of redemption, on or after the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(hRedemption Date); or (g) adversely affect the ranking or priority of any series; (h5) release amend or modify Section 13.01 of this Indenture in any guarantor or co-obligor from any of its obligations under its guarantee manner adverse to the Holders of the Securities or this Indenture, except in compliance with the terms Securities. For purposes of this Indenture; or (i) waive Section 9.02, if the Securities of any Event series are issuable upon the exercise of Default pursuant to Section 5.01(a)warrants, Section 5.01(b) or Section 5.01(c) hereof each holder of an unexercised and unexpired warrant with respect to such Securityseries 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 that which changes or eliminates any covenant or other provision of this Indenture that which has expressly been included solely for the benefit of one or more particular series of Securities, or that 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 Securityholders 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.

Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in Article Seven) of the Holders of not less than a majority in aggregate principal amount of the Securities at the time Outstanding Securities of each series Series affected by such supplemental indenture or indentures, by Act of said Holders delivered to the Company and the Trustee(treated as one class), the Company Company, when authorized by a resolution of its Board of Directors, and the Trustee may for such Series of Securities may, from time to time and at any time time, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as in force at the date of execution thereof) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series Series; provided, that, including the release any Note Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture; provided, however , that without the consent of each Securityholder of a Series affected thereby no such supplemental indenture shallshall (a) extend the final maturity of any Security, or reduce the principal amount thereof or any premium thereon, or reduce the rate or extend the time of payment of interest thereon, or reduce any amount payable on redemption thereof, or impair or affect the right of any Securityholder to institute suit for payment thereof or, if the Securities provide therefor, any right of repayment at the option of the Securityholder without the consent of the Holder of each Outstanding Security affected thereby: (a) change the Scheduled Maturity Date or the stated payment date of any payment of premium or interest payable on any Securityso affected, or reduce the principal amount thereof, or any amount of interest or premium payable thereon, or (b) change the method of computing the amount of principal of any Security or any interest payable thereon on any date, or change any Place of Payment where, or the coin or currency in which, any Security or any payment of premium or interest thereon is payable, or (c) impair the right to institute suit for the enforcement of any payment described in clauses (a) or (b) on or after the same shall become due and payable, whether at Maturity or, in the case of redemption or repayment, on or after the Redemption Date or the Repayment Date, as the case may be; or (d) change or waive the redemption or repayment provisions of any series; (e) reduce the aforesaid percentage in principal amount of the Outstanding Securities of any seriesSeries, the consent of whose the Holders of which is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences, provided for in this Indenture; or (f) modify any of the provisions of this Section or Section 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 Holders of each Outstanding Security affected thereby; providedso affected. Upon the request of the Company, however accompanied by a copy of a resolution of the Board of Directors certified by the secretary or an assistant secretary of the Company authorizing the execution of any such supplemental indenture, that and upon the filing with the Trustee for such Series of Securities of evidence of the consent of Securityholders as aforesaid and other documents, if any, required by Section 7.1, the Trustee for such Series of Securities shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects such Trustee’s own rights, duties or immunities under this clause Indenture or otherwise, in which case such Trustee may in its discretion, but shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Sectionobligated to, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(h); or (g) adversely affect the ranking or priority of any series; (h) release any guarantor or co-obligor from any of its obligations under its guarantee of the Securities or this Indenture, except in compliance with the terms of this Indenture; or (i) waive any Event of Default pursuant to Section 5.01(a), Section 5.01(b) or Section 5.01(c) hereof with respect to enter into such Security. A supplemental indenture that changes or eliminates any covenant or other provision of this Indenture that has expressly been included solely for the benefit of one or more particular series of Securities, or that modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other seriesindenture. It shall not be necessary for any Act the consent of the Securityholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall give notice in the manner and to the extent provided in Section 11.4 to the Holders of Securities of each Series affected thereby at their addresses as they shall appear on the Securities register of the Company, setting forth in general terms the substance of such supplemental indenture. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. For the purposes of this Section 8.2 only, 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.