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

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 Securities of all series affected by such supplemental indenture (all such series voting as a single class) at the time Outstanding, the Issuer and the Guarantor, each when authorized by, or pursuant to a Resolution, and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act 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 and obligations of the Issuer or the Guarantor or the rights of the Holders of the Securities of all such series; provided, that no such supplemental indenture shall (a) extend the fixed maturity of any Security, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any Additional Amount payable thereon, or reduce any amount payable on redemption or reduce the Overdue Rate thereof or make the principal thereof or interest thereon payable in any coin or currency other than that provided in the Security or reduce the amount of the principal of an Original Issue Discount Security (or a Security that provides that an amount other than the face amount thereof will or may be payable upon a declaration of acceleration of the maturity thereof) that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 4.1 or the amount thereof provable in any action or proceeding pursuant to Section 4.2, or impair, if the Securities provide therefor, any right of repayment at the option of the Securityholder, or alter adversely or eliminate the right, if any, of a Holder of a Security to convert the same into Parent Shares at the Conversion Price set forth therein or upon the terms provided in this Indenture, or impair the right to institute suit for the enforcement of any such payment on or after the maturity thereof (or, in case of redemption, on or after the redemption date), or for the enforcement of the conversion of any Security that is convertible at the option of a Holder thereof into Parent Shares without the consent of the Holder of each Security so affected, (b) reduce the aforesaid percentage of Securities the consent of the Holders of which is required for any such supplemental indenture, without the consent of the Holders of each Security so affected or (c) modify any of the provisions of Articles Twelve or Thirteen in a manner adverse to the Holders of the Securities. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Securityholders of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Securityholders of any other series. The preceding sentence shall not, however, raise any inference as to whether or not a particular series is affected by any supplemental indenture not referred to in such sentence. Upon the request of the Issuer and the Guarantor, accompanied by copies of the Resolutions authorizing the execution of any such supplemental indenture certified by the secretaries of each of the Issuer and the Guarantor, 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, the Trustee shall join with the Issuer and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture adversely 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 the consent of the Securityholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Issuer, the Guarantor and the Trustee of any supplemental indenture pursuant to the provisions of this Section 7.2, the Issuer shall mail a notice thereof to the Holders of Securities of each series affected thereby at their addresses as they shall appear in the Register, 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. (1) With the consent (evidenced as provided in Article SixVII) of the Holders of not less than a majority in aggregate principal amount of the Securities at the time Outstanding of all series affected by such supplemental indenture (all such series voting together as a single class) at the time Outstanding), the Issuer and the Guarantor, each when authorized by, by a resolution of its 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 a Resolutionan Issuer Order or Guarantor Order, as applicable), and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto (hereto, which shall conform to the provisions of comply with the Trust Indenture Act of 1939 1939, as then in force at the date of execution thereof) 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 the rights and obligations of the Issuer or the Guarantor or the rights of the Holders of the Securities of all each such seriesseries or of the Coupons appertaining to such Securities; provided, that no such supplemental indenture shall (a) extend the fixed final maturity of any then issued Security, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any Additional Amount payable thereon, thereon or reduce any amount payable on redemption or reduce the Overdue Rate thereof thereof, or make the principal thereof (including any amount in respect of original issue discount), or interest thereon payable in any coin or currency other than that provided in such Securities and any Coupons thereon or in accordance with the Security terms thereof, or reduce the amount of the principal of an a then issued Original Issue Discount Security (or a Security that provides that an amount other than the face amount thereof will or may be payable upon a declaration of acceleration of the maturity thereof) that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 4.1 5.1 or the amount thereof provable in any action or proceeding bankruptcy pursuant to Section 4.25.2, or impairimpair or affect the right of any Securityholder to institute suit for the payment thereof or, if the such Securities provide therefor, any right of repayment at the option of the Securityholder, or alter adversely or eliminate the right, if any, of a Holder of a Security to convert the same into Parent Shares at the Conversion Price set forth therein or upon the terms provided in this Indenture, or impair the right to institute suit for the enforcement of any such payment on or after the maturity thereof (or, in each case of redemption, on or after the redemption date), or for the enforcement of the conversion of any Security that is convertible at the option of a Holder thereof into Parent Shares without the consent of the Holder of each Security so affected, (b) reduce the aforesaid percentage in principal amount of then issued Securities of any series, the consent of the Holders of which is required for any such supplemental indenture, without the consent of the Holders of each Security so affected or (c) other than as expressly permitted in this Indenture, modify any of the provisions of Articles Twelve or Thirteen Guarantee with respect to such series in a manner adverse to that adversely affects the Holders of Securities of such series, without the Securities. consent of the Holder of each Security so affected. (2) A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Securityholders Holders of Securities of such series series, or of Coupons appertaining to such Securities, with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Securityholders Holders of Securities of any other series. The preceding sentence shall not, however, raise any inference as series or of the Coupons appertaining to whether or not a particular series is affected by any supplemental indenture not referred to in such sentence. Securities. (3) Upon the request of the Issuer and or the Guarantor, accompanied by copies a copy of a resolution of the Resolutions 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 or Guarantor Order, as applicable) certified by the secretary or an assistant secretary of the Issuer or Guarantor, as applicable, authorizing the execution of any such supplemental indenture certified by the secretaries of each of the Issuer and the Guarantorindenture, and upon the filing with the Trustee of evidence of the consent of Securityholders the Holders of the Securities as aforesaid and other documents, if any, required by Section 6.17.1, the Trustee shall join with the Issuer and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture adversely affects the Trustee's ’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. . (4) It shall not be necessary for the consent of the Securityholders under this Section 8.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. . (5) Promptly after the execution by the Issuer, the Guarantor and the Trustee of any supplemental indenture pursuant to the provisions of this Section 7.28.2, the Issuer Trustee shall mail give notice thereof (a) if any Registered Securities of a series affected thereby are then Outstanding, to the Holders thereof by mailing a notice thereof by first-class mail to the such Holders of Securities of each series affected thereby at their addresses as they shall appear on the Security register, (b) 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 pursuant to Section 313(c)(2) of the Trust Indenture Act of 1939, by mailing a notice thereof by first-class mail to such Holders at such addresses as were so furnished to the Trustee and (c) 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 RegisterBorough of Manhattan, setting The City of New York, and at least once in an Authorized Newspaper in London and in each case such notice shall set forth in general terms the substance of such supplemental indenture. Any failure of the Issuer Trustee to mail 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 the consent (evidenced as provided in Article Six) of the Holders of not less than a majority in aggregate principal amount of the Securities of all series affected by such supplemental indenture (all such series voting as a single class) at the time Outstanding, the Issuer and the Guarantor, each when authorized by, or pursuant to a Resolution, and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act 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 and obligations of the Issuer or the Guarantor or the rights of the Holders of the Securities of all such series; provided, that no such supplemental indenture shall (a) extend the fixed maturity of any Security, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any Additional Amount payable thereon, or reduce any amount payable on redemption or reduce the Overdue Rate thereof or make the principal thereof or interest thereon payable in any coin or currency other than that provided in the Security or reduce the amount of the principal of an Original Issue Discount Security (or a Security that provides that an amount other than the face amount thereof will or may be payable upon a declaration of acceleration of the maturity thereof) that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 4.1 or the amount thereof provable in any action or proceeding bankruptcy pursuant to Section 4.2, or impair, if the Securities provide therefor, any right of repayment at the option of the Securityholder, or alter adversely or eliminate the right, if any, of a Holder of a Security to convert the same into Parent Shares at the Conversion Price set forth therein or upon the terms provided in this Indenture, or impair the right to institute suit for the enforcement of any such payment on or after the maturity thereof (or, in case holders of redemption, on or after the redemption date), or for the enforcement Securities of a series entitled to the conversion rights set forth in Article Eleven to receive securities upon the exercise of any Security that is convertible at the option of a Holder thereof into Parent Shares such conversion rights, without the consent of the Holder of each Security so affected, or (b) reduce the aforesaid percentage of Securities the consent of the Holders of which is required for any such supplemental indenture, without the consent of the Holders of each Security so affected affected, or (c) modify any of the provisions of Articles Twelve Article Eleven or Article Thirteen in a manner adverse to the Holders of the Securities. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Securityholders of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Securityholders of any other series. The preceding sentence shall not, however, raise any inference as to whether or not a particular series is affected by any supplemental indenture not referred to in such sentence. Upon the request of the Issuer and the Guarantor, accompanied by a copies of the Resolutions authorizing the execution of any such supplemental indenture indenture, certified by the secretaries secretary or any assistant secretary of each of the Issuer and the Guarantor, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid aforesaid, an Opinion of Counsel and an Officers' Certificate stating that such supplemental indenture is authorized or permitted under this Indenture and other documents, if any, required by Section 6.1, the Trustee shall join with the Issuer and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture adversely 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 the consent of the Securityholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Issuer, the Guarantor and the Trustee of any supplemental indenture pursuant to the provisions of this Section 7.2, the Issuer shall mail a notice thereof to the Holders of Securities of each series affected thereby at their addresses as they shall appear in the Register, 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. (1) With the consent (evidenced as provided in Article SixVII) of the Holders of not less than a majority in aggregate principal amount of the Securities at the time Outstanding of all series affected by such supplemental indenture (all such series voting together as a single class) at the time Outstanding), the Issuer and the Guarantor, each when authorized by, by a resolution of its 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 a Resolutionan Issuer Order or Guarantor Order, as applicable), and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto (hereto, which shall conform to the provisions of comply with the Trust Indenture Act of 1939 1939, as then in force at the date of execution thereof) 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 the rights and obligations of the Issuer or the Guarantor or the rights of the Holders of the Securities of all each such seriesseries or of the Coupons appertaining to such Securities; provided, that no such supplemental indenture shall (a) extend the fixed final maturity of any then issued Security, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any Additional Amount payable thereon, thereon or reduce any amount payable on redemption or reduce the Overdue Rate thereof thereof, or make the principal thereof (including any amount in respect of original issue discount), or interest thereon payable in any coin or currency other than that provided in such Securities and any Coupons thereon or in accordance with the Security terms thereof, or reduce the amount of the principal of an a then issued Original Issue Discount Security (or a Security that provides that an amount other than the face amount thereof will or may be payable upon a declaration of acceleration of the maturity thereof) that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 4.1 5.1 or the amount thereof provable in any action or proceeding bankruptcy pursuant to Section 4.25.2, or impairimpair or affect the right of any Securityholder to institute suit for the payment thereof or, if the such Securities provide therefor, any right of repayment at the option of the Securityholder, or alter adversely or eliminate the right, if any, of a Holder of a Security to convert the same into Parent Shares at the Conversion Price set forth therein or upon the terms provided in this Indenture, or impair the right to institute suit for the enforcement of any such payment on or after the maturity thereof (or, in each case of redemption, on or after the redemption date), or for the enforcement of the conversion of any Security that is convertible at the option of a Holder thereof into Parent Shares without the consent of the Holder of each Security so affected, (b) reduce the aforesaid percentage in principal amount of then issued Securities of any series, the consent of the Holders of which is required for any such supplemental indenture, without the consent of the Holders of each Security so affected or (c) other than as expressly permitted in this Indenture, modify any of the provisions of Articles Twelve or Thirteen Guarantee with respect to such series in a manner adverse to that adversely affects the Holders of Securities of such series, without the Securities. consent of the Holder of each Security so affected. (a) A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Securityholders Holders of Securities of such series series, or of Coupons appertaining to such Securities, with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Securityholders Holders of Securities of any other series. The preceding sentence shall not, however, raise any inference as series or of the Coupons appertaining to whether or not a particular series is affected by any supplemental indenture not referred to in such sentence. Securities. (2) Upon the request of the Issuer and or the Guarantor, accompanied by copies a copy of a resolution of the Resolutions 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 or Guarantor Order, as applicable) certified by the secretary or an assistant secretary of the Issuer or Guarantor, as applicable, authorizing the execution of any such supplemental indenture certified by the secretaries of each of the Issuer and the Guarantorindenture, and upon the filing with the Trustee of evidence of the consent of Securityholders the Holders of the Securities as aforesaid and other documents, if any, required by Section 6.17.1, the Trustee shall join with the Issuer and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture adversely affects the Trustee's ’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. . (3) It shall not be necessary for the consent of the Securityholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. . (4) Promptly after the execution by the Issuer, the Guarantor and the Trustee of any supplemental indenture pursuant to the provisions of this Section 7.2Section, the Issuer Trustee shall mail give notice thereof (a) if any Registered Securities of a series affected thereby are then Outstanding, to the Holders thereof by mailing a notice thereof by first-class mail to the such Holders of Securities of each series affected thereby at their addresses as they shall appear on the Security register, (b) 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 pursuant to Section 313(c)(2) of the Trust Indenture Act of 1939, by mailing a notice thereof by first-class mail to such Holders at such addresses as were so furnished to the Trustee and (c) 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 RegisterBorough of Manhattan, setting The City of New York, and at least once in an Authorized Newspaper in London and in each case such notice shall set forth in general terms the substance of such supplemental indenture. Any failure of the Issuer Trustee to mail 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 the consent (evidenced as provided in Article Six) of the Holders holders of not less than a majority in aggregate principal amount of the Securities of all series affected by such supplemental indenture (all such series voting as a single class) at the time Outstanding, the Issuer and the Guarantor, each when authorized by, by or pursuant to a ResolutionResolutions of their respective Boards of Directors, and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act 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 and obligations of the Issuer or and the Guarantor or and the rights of the Holders holders of the Securities of all such series; provided, provided that no such supplemental indenture shall (a) extend the fixed maturity of any Security, or reduce the principal amount thereof, or reduce the rate or change the manner of calculation of interest thereon or extend the time of payment of interest thereon, or change any obligation of the Issuer or the Guarantor to pay Additional Amounts pursuant to Section 3.7 or reduce any Additional Amount Amounts payable thereonthereon (except as contemplated by Section 10.6), or reduce any amount payable on redemption redemption, or reduce the Overdue Rate thereof thereof, or make the principal thereof or interest thereon payable in any coin or currency other than that provided in the Security Security, or reduce the amount of the principal of an Original Issue Discount Security (or a Security that provides that an amount other than the face amount thereof will or may be payable upon a declaration of acceleration of the maturity thereof) that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 4.1 or the amount thereof provable in any action or proceeding bankruptcy pursuant to Section 4.2, or modify any of the provisions of this Indenture relating to the Guarantee provided by Section 13 in respect thereof in a manner adverse to holders of the Securities or impair, if the Securities provide therefor, any right of repayment at the option of the Securityholder, or alter adversely or eliminate the right, if any, of a Holder of a Security to convert the same into Parent Shares at the Conversion Price set forth therein or upon the terms provided in this Indenture, or impair the right of any Securityholder to institute suit for the enforcement of any such required payment in respect of any Security on or after the fixed maturity thereof (orthereof, in case of redemption, on or after the redemption date), or for the enforcement of the conversion of any Security that is convertible at the option of a Holder thereof into Parent Shares without the consent of the Holder holder of each Security so affected, or (b) reduce the aforesaid percentage of Securities the consent of the Holders holders of which is required for any such supplemental indentureindenture or for the waiver of any provisions of, without or Event of Default or defaults under, this Indenture, without, in each case, the consent of the Holders holders of each Security so affected or (c) modify any of the provisions of Articles Twelve or Thirteen in a manner adverse to the Holders of the Securities. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Securityholders of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Securityholders of any other series. The preceding sentence shall not, however, raise any inference as to whether or not a particular series is affected by any supplemental indenture not referred to in such sentence. Upon the request of the Issuer and the Guarantor, accompanied by copies of the Resolutions authorizing the execution of any such supplemental indenture certified by the secretaries of each of the Issuer and the Guarantor, 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, the Trustee shall join with the Issuer and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture adversely 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 the consent of the Securityholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Issuer, the Guarantor and the Trustee of any supplemental indenture pursuant to the provisions of this Section 7.2, the Issuer shall mail a notice thereof to the Holders of Securities of each series affected thereby at their addresses as they shall appear in the Register, 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 indentureaffected.

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 Securities at the time Outstanding of all series affected by such supplemental indenture (all such each affected series voting as a single separate class) at the time Outstanding), the Issuer and the Guarantor, each when authorized by, 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 (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 and obligations of the Issuer or the Guarantor or the rights of the Holders of the Securities of all each such series; provided, that no such supplemental indenture shall shall (ai) extend the fixed final maturity of any Security, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereoninterest, or reduce any Additional Amount payable if any, thereon, or reduce any amount payable on redemption or reduce the Overdue Rate thereof or make the principal thereof or interest thereon payable in any coin or currency other than that provided in the Security or reduce the amount of the principal of or an Original Issue Discount Security (or a Security that provides that an amount other than the face amount thereof will or may be payable upon a declaration of acceleration of the maturity thereof) that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 4.1 4.01 or the amount thereof provable in any action or proceeding bankruptcy pursuant to the consequences of an Event of Default specified as contemplated by Section 4.24.02, or impairimpair or 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, or alter adversely or eliminate the right, if any, of a Holder of a Security to convert the same into Parent Shares at the Conversion Price set forth therein or upon the terms provided in this Indenture, or impair the right to institute suit for the enforcement of any such payment on or after the maturity thereof (or, in case of redemption, on or after the redemption date), or for the enforcement of the conversion of any Security that is convertible at the option of a Holder thereof into Parent Shares Securityholder without the consent of the Holder of each Security so affected, , (bii) reduce the aforesaid percentage of Securities of any series, the consent of the Holders of which is required for any such supplemental indenture, without the consent of the Holders of each Security so affected or or (ciii) modify change in any of the provisions of Articles Twelve or Thirteen in a manner adverse to the Holders of the Securities. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for Securities the benefit of one or more particular series of Securities, or which modifies the rights terms and conditions of the Securityholders of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Securityholders of any other series. The preceding sentence shall not, however, raise any inference as to whether or not a particular series is affected by any supplemental indenture not referred to in such sentence. Upon the request obligations of the Issuer and the Guarantor, accompanied by copies in respect of the Resolutions authorizing the execution of any such supplemental indenture certified by the secretaries of each due and punctual payment of the Issuer principal thereof and the Guarantorinterest thereon or any sinking fund payments provided in respect thereof, 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, the Trustee shall join with the Issuer and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture adversely 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 without the consent of the Securityholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Issuer, the Guarantor and the Trustee of any supplemental indenture pursuant to the provisions of this Section 7.2, the Issuer shall mail a notice thereof to the Holders of Securities Holder of each series affected thereby at their addresses as they shall appear in the Register, 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 indentureSecurity so affected.

Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in Article SixSeven) of the Holders of not less than a majority in aggregate principal amount of the Securities of all series affected by such supplemental indenture (all such series voting as a single class) at the time Outstandingoutstanding, the Issuer and the GuarantorIssuer, each when authorized byby a resolution of its Board of Directors (a copy, certified by the Issuer's Secretary or pursuant an Assistant Secretary, of which has been delivered to a Resolutionthe Trustee), and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto (which shall shall, as evidenced by an Opinion of Counsel, 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 and obligations of the Issuer or the Guarantor or the rights of the Holders of the Securities of all such seriesSecurities; provided, provided that no such supplemental indenture shall shall, without the consent of each Holder affected thereby, (a) reduce the amount of Securities whose Holders must consent to an amendment or waiver; (b) reduce the rate of, or extend the time for payment of, interest, including defaulted interest, on any of the Securities; (c) reduce the principal of or premium on or change the fixed maturity of any Security, of the Securities or reduce alter the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any Additional Amount payable thereon, or reduce any amount payable on redemption or reduce the Overdue Rate thereof or provisions with respect thereto; (d) make the principal of, or interest on, any of the Securities payable in money other than as provided for in the Indenture and the Securities; (e) make any change in provisions relating to waivers of Defaults, the ability of Holders to enforce their rights under the Indenture or in the matters discussed in these clauses (a) through (h); (f) waive a default in the payment of principal of or interest on, or redemption or repurchase payment with respect to, any Securities, including, without limitation, a default to make a payment when required upon a Change of Control or after an Asset Sale; (g) affect the ranking of the Securities; or (h) after the Issuer's obligation to purchase the Securities arises thereunder, amend, modify or change the obligation of the Issuer to make and consummate a Change of Control Offer or an Asset Sale Offer or waive any default in the performance thereof or interest thereon payable in any coin or currency other than that provided in the Security or reduce the amount of the principal of an Original Issue Discount Security (or a Security that provides that an amount other than the face amount thereof will or may be payable upon a declaration of acceleration of the maturity thereof) that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 4.1 or the amount thereof provable in any action or proceeding pursuant to Section 4.2, or impair, if the Securities provide therefor, any right of repayment at the option of the Securityholder, or alter adversely or eliminate the right, if any, of a Holder of a Security to convert the same into Parent Shares at the Conversion Price set forth therein or upon the terms provided in this Indenture, or impair the right to institute suit for the enforcement of any such payment on or after the maturity thereof (or, in case of redemption, on or after the redemption date), or for the enforcement of the conversion of any Security that is convertible at the option of a Holder thereof into Parent Shares without the consent of the Holder of each Security so affected, (b) reduce the aforesaid percentage of Securities the consent of the Holders of which is required for any such supplemental indenture, without the consent of the Holders of each Security so affected or (c) modify any of the provisions of Articles Twelve or Thirteen in a manner adverse to the Holders of the Securities. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Securityholders of such series definitions with respect to any such covenant offers. The Issuer may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any indenture supplemental hereto. If a record date is fixed, then those Persons who were Holders at such record date (or provisiontheir duly designated proxies), and only those Persons, shall be deemed not entitled to affect the rights under this Indenture of the Securityholders of consent to such supplemental indenture or to revoke any other series. The preceding sentence shall notconsent previously given, however, raise any inference as to whether or not a particular series is affected by any supplemental indenture not referred such Persons continue to in be Holders after such sentencerecord date. No such consent shall be valid or effective for more than 90 days after such record date. Upon the request of the Issuer and the Guarantor, accompanied by copies a copy of a resolution of the Resolutions Board of Directors certified by the Secretary or an Assistant Secretary of the Issuer authorizing the execution of any such supplemental indenture certified by the secretaries of each of the Issuer and the Guarantorindenture, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid and other documents, if any, required by Section 6.17.1, the Trustee shall join with the Issuer and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture adversely 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 the consent of the Securityholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Issuer, the Guarantor Issuer and the Trustee of any supplemental indenture pursuant to the provisions of this Section 7.2Section, 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 in on the Registerregistry 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 Article Six) of the Holders of not less than a majority in aggregate principal amount of the Securities of all series affected by such supplemental indenture (all such series voting as a single class) at the time Outstanding, the Issuer and the Guarantor, each (when authorized by, or pursuant to a Resolution, ) and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act 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 and obligations of the Issuer or the Guarantor or the rights of the Holders of the Securities of all such series; provided, that no such supplemental indenture indenture, without the consent of the Holder of each Outstanding Security affected thereby, shall (a) extend the fixed maturity of any Security, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any Additional Amount payable thereon, or reduce any amount payable on redemption or reduce the Overdue Rate thereof or make the principal thereof or interest thereon payable in any coin or currency other than that provided in the Security or reduce the amount of the principal of an Original Issue Discount Security (or a Security that provides that an amount other than the face amount thereof will or may be payable upon a declaration of acceleration of the maturity thereof) that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 4.1 or the amount thereof provable in any action or proceeding pursuant to Section 4.2, or impair, if the Securities provide therefor, any right of repayment at the option of the Securityholder, or alter adversely or eliminate the right, if any, of a Holder of a Security to convert the same into Parent Shares at the Conversion Price set forth therein or upon the terms provided in this Indenture, or impair the right to institute suit for the enforcement of any such payment on or after the maturity thereof (or, in case of redemption, on or after the redemption date), or for the enforcement of the conversion of any Security that is convertible at the option of a Holder thereof into Parent Shares without the consent of the Holder of each Security so affected, (b) reduce the aforesaid percentage of Securities the consent of the Holders of which is required for any such supplemental indenture, without the consent of the Holders of each Security so affected or (c) modify any of the provisions of Articles Twelve or Thirteen Article Eleven in a manner adverse to the Holders of the Securities. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Securityholders of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Securityholders of any other series. The preceding sentence shall not, however, raise any inference as to whether or not a particular series is affected by any supplemental indenture not referred to in such sentence. Upon the request of the Issuer and the GuarantorIssuer, accompanied by copies a copy of a Resolution certified by a member of the Resolutions Board authorizing the execution of any such supplemental indenture certified by the secretaries of each of the Issuer and the Guarantorindenture, 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, the Trustee shall join with the Issuer and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture adversely 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 the consent of the Securityholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Issuer, the Guarantor Issuer and the Trustee of any supplemental indenture pursuant to the provisions of this Section 7.2, the Issuer shall mail a notice thereof to the Holders of Securities of each series affected thereby at their addresses as they shall appear in the Register, 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 Article SixSeven) of the Holders of not less than a majority in aggregate principal amount of the Securities at the time Outstanding of all series affected by such supplemental indenture (all such series voting as a single one class) at the time Outstanding), the Issuer and the GuarantorIssuer, each when authorized by, or pursuant to by a Resolutionresolution of its Board of Directors, and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act 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 and obligations of the Issuer or the Guarantor or the rights of the Holders of the Securities of all each such seriesseries or of the Coupons appertaining to such Securities; provided, that no such -------- supplemental indenture shall (a) extend the fixed final maturity of any Security, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any Additional Amount payable thereon, or reduce any amount payable on redemption or reduce the Overdue Rate thereof thereof, or make the principal thereof (including any amount in respect of original issue discount), or interest thereon payable in any coin or currency other than that provided in the Security Securities and Coupons or in accordance with the terms thereof, or reduce the amount of the principal of an Original Issue Discount Security (or a Security that provides that an amount other than the face amount thereof will or may be payable upon a declaration of acceleration of the maturity thereof) that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 4.1 5.1 or the amount thereof provable in any action or proceeding bankruptcy pursuant to Section 4.25.2, or impairalter the provisions of Section 11.11, or impair or 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, or alter adversely or eliminate the right, if any, of a Holder of a Security to convert the same into Parent Shares at the Conversion Price set forth therein or upon the terms provided in this Indenture, or impair the right to institute suit for the enforcement of any such payment on or after the maturity thereof (or, in case of redemption, on or after the redemption date), or for the enforcement of the conversion of any Security that is convertible at the option of a Holder thereof into Parent Shares Securityholder without the consent of the Holder of each Security so affected, or (b) reduce the aforesaid percentage of Securities of any series, the consent of the Holders of which is required for any such supplemental indenture, without the consent of the Holders of each Security so affected or (c) modify any of the provisions of Articles Twelve or Thirteen in a manner adverse to the Holders of the Securitiesaffected. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Securityholders Holders of Securities of such series series, or of Coupons appertaining to such Securities, with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Securityholders Holders of Securities of any other series. The preceding sentence shall not, however, raise any inference as series or of the Coupons appertaining to whether or not a particular series is affected by any supplemental indenture not referred to in such sentenceSecurities. Upon the request of the Issuer and the GuarantorIssuer, accompanied by copies a copy of a resolution of the Resolutions Board of Directors certified by the secretary or an assistant secretary of the Issuer authorizing the execution of any such supplemental indenture certified by the secretaries of each of the Issuer and the Guarantorindenture, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid and other documents, if any, required by Section 6.17.1, the Trustee shall join with the Issuer and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture adversely 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 the consent of the Securityholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Issuer, the Guarantor Issuer and the Trustee of any supplemental indenture pursuant to the provisions of this Section 7.2Section, the Issuer Trustee shall mail a notice thereof (i) to the Holders of then Outstanding Registered Securities of each series affected thereby 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 pursuant to Section 4.4(c)(ii), 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 RegisterBorough of Manhattan, setting The City of New York and at least once in an Authorized Newspaper in London (and, if required by Section 3.8, 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 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 Article Six) of the Holders of not less than a majority in aggregate principal amount of the Securities of all series affected by such supplemental indenture (all such series voting as a single class) at the time Outstanding, the Issuer and the GuarantorIssuer, each when authorized by, or pursuant to a Resolution, and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act 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 and obligations of the Issuer or the Guarantor or the rights of the Holders of the Securities of all such series; provided, that no such supplemental indenture shall (a) extend the fixed maturity of any Security, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any Additional Amount payable thereon, or reduce any amount payable on redemption or reduce the Overdue Rate thereof or make the principal thereof or interest thereon payable in any coin or currency other than that provided in the Security or reduce the amount of the principal of an Original Issue Discount Security (or a Security that provides that an amount other than the face amount thereof will or may be payable upon a declaration of acceleration of the maturity thereof) that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 4.1 or the amount thereof provable in any action or proceeding pursuant to Section 4.2, or impair, if the Securities provide therefor, any right of repayment at the option of the Securityholder, or alter adversely or eliminate the right, if any, of a Holder of a Security to convert the same into Parent Shares at the Conversion Price set forth therein or upon the terms provided in this Indenture, or impair the right to institute suit for the enforcement of any such payment on or after the maturity thereof (or, in case of redemption, on or after the redemption date), or for the enforcement of the conversion of any Security that is convertible at the option of a Holder thereof into Parent Shares without the consent of the Holder of each Security so affected, or (b) reduce the aforesaid percentage of Securities the consent of the Holders of which is required for any such supplemental indenture, without the consent of the Holders of each Security so affected or (c) modify any of the provisions of Articles Twelve or Thirteen in a manner adverse to the Holders of the Securities. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Securityholders of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Securityholders of any other series. The preceding sentence shall not, however, raise any inference as to whether or not a particular series is affected by any supplemental indenture not referred to in such sentence. Upon the request of the Issuer and the Guarantor, accompanied by copies of the Resolutions authorizing the execution of any such supplemental indenture certified by the secretaries of each of the Issuer and the Guarantor, 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, the Trustee shall join with the Issuer and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture adversely 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 the consent of the Securityholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Issuer, the Guarantor and the Trustee of any supplemental indenture pursuant to the provisions of this Section 7.2, the Issuer shall mail a notice thereof to the Holders of Securities of each series affected thereby at their addresses as they shall appear in the Register, 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 indentureaffected.

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 Securities of all series affected by such supplemental indenture (all such series voting as a single class) at the time Outstanding, the Issuer and the Guarantor, each when authorized by, or pursuant to a Resolution, and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act 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 and obligations of the Issuer or the Guarantor or the rights of the Holders of the Securities of all such series; provided, that no such supplemental indenture shall (a) extend the fixed maturity of any Security, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any Additional Amount payable thereon, or reduce any amount payable on redemption or reduce the Overdue Rate thereof or make the principal thereof or interest thereon payable in any coin or currency other than that provided in the Security or reduce the amount of the principal of an Original Issue Discount Security (or a Security that provides that an amount other than the face amount thereof will or may be payable upon a declaration of acceleration of the maturity thereof) that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 4.1 or the amount thereof provable in any action or proceeding pursuant to Section 4.2, or impair, if the Securities provide therefor, any right of repayment at the option of the Securityholder, or alter adversely or eliminate the right, if any, of a Holder of a Security to convert the same into Parent Shares at the Conversion Price set forth therein or upon the terms provided in this Indenture, or impair the right to institute suit for the enforcement of any such payment on or after the maturity thereof (or, in case of redemption, on or after the redemption date), or for the enforcement of the conversion of any Security that is convertible at the option of a Holder thereof into Parent Shares without the consent of the Holder of each Security so affected, (b) reduce the aforesaid percentage of Securities the consent of the Holders of which is required for any such supplemental indenture, without the consent of the Holders of each Security so affected or (c) modify any of the provisions of Articles Article Twelve or Thirteen in a manner adverse to the Holders of the Securities. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Securityholders of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Securityholders of any other series. The preceding sentence shall not, however, raise any inference as to whether or not a particular series is affected by any supplemental indenture not referred to in such sentence. Upon the request of the Issuer and the Guarantor, accompanied by copies of the Resolutions authorizing the execution of any such supplemental indenture certified by the secretaries of each of the Issuer and the Guarantor, 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, the Trustee shall join with the Issuer and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture adversely 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 the consent of the Securityholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Issuer, the Guarantor and the Trustee of any supplemental indenture pursuant to the provisions of this Section 7.2, the Issuer shall mail a notice thereof to the Holders of Securities of each series affected thereby at their addresses as they shall appear in the Register, 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 Article Six) of the Holders of not less than a majority in aggregate principal amount of the Securities of all series affected by such supplemental indenture (all such series voting as a single class) at the time Outstanding, the Issuer and the Guarantor, each when authorized by, or pursuant to a Resolution, and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act 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 and obligations of the Issuer or the Guarantor or the rights of the Holders of the Securities of all such series; provided, that no such -------- supplemental indenture shall (a) extend the fixed maturity of any Security, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any Additional Amount payable thereon, or reduce any amount payable on redemption or reduce the Overdue Rate thereof or make the principal thereof or interest thereon payable in any coin or currency other than that provided in the Security or reduce the amount of the principal of an Original Issue Discount Security (or a Security that provides that an amount other than the face amount thereof will or may be payable upon a declaration of acceleration of the maturity thereof) that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 4.1 or the amount thereof provable in any action or proceeding bankruptcy pursuant to Section 4.2, or impair, if the Securities provide therefor, any right of repayment at the option of the Securityholder, or alter adversely or eliminate the right, if any, of a Holder of a Security to convert the same into Parent Shares at the Conversion Price set forth therein or upon the terms provided in this Indenture, or impair the right to institute suit for the enforcement of any such payment on or after the maturity thereof (or, in case holders of redemption, on or after the redemption date), or for the enforcement Securities of a series entitled to the conversion rights set forth in Article Twelve to receive securities upon the exercise of any Security that is convertible at the option of a Holder thereof into Parent Shares such conversion rights, without the consent of the Holder of each Security so affected, or (b) reduce the aforesaid percentage of Securities the consent of the Holders of which is required for any such supplemental indenture, without the consent of the Holders of each Security so affected or (c) modify any of the provisions of Articles Twelve Article Eleven or Article Thirteen in a manner adverse to the Holders of the Securities. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Securityholders of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Securityholders of any other series. The preceding sentence shall not, however, raise any inference as to whether or not a particular series is affected by any supplemental indenture not referred to in such sentence. Upon the request of the Issuer and the Guarantor, accompanied by copies of the Resolutions authorizing the execution of any such supplemental indenture certified by the secretaries or assistant secretaries of each of the Issuer and the Guarantor, 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, the Trustee shall join with the Issuer and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture adversely 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 the consent of the Securityholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Issuer, the Guarantor and the Trustee of any supplemental indenture pursuant to the provisions of this Section 7.2, the Issuer shall mail a notice thereof to the Holders of Securities of each series affected thereby at their addresses as they shall appear in the Register, 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 Article Six) of the Holders of not less than a majority in aggregate principal amount of the Securities at the time Outstanding of all series affected by such supplemental indenture (all such each affected series voting as a single separate class) at the time Outstanding), the Issuer and the Guarantor, each when authorized by, 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 (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 and obligations of the Issuer or the Guarantor or the rights of the Holders of the Securities of all each such series; provided, that no such supplemental indenture shall shall (ai) extend the fixed final maturity of any Security, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereoninterest, or reduce any Additional Amount payable if any, thereon, or reduce any amount payable on redemption or reduce the Overdue Rate thereof or make the principal thereof or interest thereon payable in any coin or currency other than that provided in the Security or reduce the amount of the principal of or an Original Issue Discount Security (or a Security that provides that an amount other than the face amount thereof will or may be payable upon a declaration of acceleration of the maturity thereof) that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 4.1 4.01 or the amount thereof provable in any action or proceeding bankruptcy pursuant to the consequences of an Event of Default specified as contemplated by Section 4.24.02, or impairimpair or 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, or alter adversely or eliminate the right, if any, of a Holder of a Security to convert the same into Parent Shares at the Conversion Price set forth therein or upon the terms provided in this Indenture, or impair the right to institute suit for the enforcement of any such payment on or after the maturity thereof (or, in case of redemption, on or after the redemption date), or for the enforcement of the conversion of any Security that is convertible at the option of a Holder thereof into Parent Shares Securityholder without the consent of the Holder of each Security so affected, , (bii) reduce the aforesaid percentage of Securities of any series, the consent of the Holders of which is required for any such supplemental indenture, without the consent of the Holders of each Security so affected or or (ciii) modify change in any of the provisions of Articles Twelve or Thirteen in a manner adverse to the Holders of the SecuritiesSecurities the terms and conditions of the obligations of the Issuer in respect of the due and punctual payment of the principal thereof and interest thereon or any sinking fund payments provided in respect thereof, without the consent of the Holder of each Security so affected. A supplemental indenture which that changes or eliminates any covenant or other provision of this Indenture Indenture, which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Securityholders 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 Securityholders Holders of Securities of any other series. The preceding sentence shall not, however, raise any inference as to whether or not a particular series is affected by any supplemental indenture not referred to in such sentence. Upon the request of the Issuer and the Guarantor, accompanied by copies a copy of the Resolutions a Board Resolution authorizing the execution of any such supplemental indenture certified by the secretaries of each of the Issuer and the Guarantorindenture, 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, 6.01 the Trustee shall join with the Issuer and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture adversely affects the Trustee's ’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 the consent of the Securityholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Issuer, the Guarantor Issuer and the Trustee of any supplemental indenture pursuant to the provisions of this Section 7.2Section, 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 in on the Register, Security register setting forth in general terms the substance of such supplemental indenture. Any failure of the Issuer 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 Article Six) of the Holders of not less than a majority in aggregate principal amount of the Securities of all series affected by such supplemental indenture (all such series voting as a single class) at the time Outstanding, the Issuer and the Guarantor, each when authorized by, or pursuant to a Resolution, and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act 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 and obligations of the Issuer or the Guarantor or the rights of the Holders of the Securities of all such series; provided, that no such supplemental indenture shall (a) extend the fixed maturity of any Security, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any Additional Amount payable thereon, or reduce any amount payable on redemption or reduce the Overdue Rate thereof or make the principal thereof or interest thereon payable in any coin or currency other than that provided in the Security or reduce the amount of the principal of an Original Issue Discount Security (or a Security that provides that an amount other than the face amount thereof will or may be payable upon a declaration of acceleration of the maturity thereof) that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 4.1 or the amount thereof provable in any action or proceeding bankruptcy pursuant to Section 4.2, or impair, if the Securities provide therefor, any right of repayment at the option of the Securityholder, or alter adversely or eliminate the right, if any, of a Holder of a Security to convert the same into Parent Shares at the Conversion Price set forth therein or upon the terms provided in this Indenture, or impair the right to institute suit for the enforcement of any such payment on or after the maturity thereof (or, in case holders of redemption, on or after the redemption date), or for the enforcement Securities of a series entitled to the conversion rights set forth in Article Twelve to receive securities upon the exercise of any Security that is convertible at the option of a Holder thereof into Parent Shares such conversion rights, without the consent of the Holder of each Security so affected, or (b) reduce the aforesaid percentage of Securities the consent of the Holders of which is required for any such supplemental indenture, without the consent of the Holders of each Security so affected or (c) modify any of the provisions of Articles Twelve Article Eleven or Article Thirteen in a manner adverse to the Holders of the Securities. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Securityholders of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Securityholders of any other series. The preceding sentence shall not, however, raise any inference as to whether or not a particular series is affected by any supplemental indenture not referred to in such sentence. Upon the request of the Issuer and the Guarantor, accompanied by copies of the Resolutions authorizing the execution of any such supplemental indenture certified by the secretaries secretary or any assistant secretary of each of the Issuer and the Guarantor, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid aforesaid, an Opinion of Counsel and an Officers' Certificate stating that such supplemental indenture is authorized or permitted under this Indenture and other documents, if any, required by Section 6.1, the Trustee shall join with the Issuer and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture adversely 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 the consent of the Securityholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Issuer, the Guarantor and the Trustee of any supplemental indenture pursuant to the provisions of this Section 7.2, the Issuer shall mail a notice thereof to the Holders of Securities of each series affected thereby at their addresses as they shall appear in the Register, 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.such

Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in Article SixSeven) of the Holders of not less than a majority in aggregate principal amount of the Securities at the time Outstanding of all series each Series affected by such supplemental indenture (all such series voting treated as a single one class) at the time Outstanding), the Issuer and the GuarantorCompany, each when authorized by, or pursuant to by a Resolutionresolution of its Board of Directors, and the Trustee for such Series of Securities may, from time to time and at any time, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act 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 and obligations of the Issuer or the Guarantor or the rights of the Holders of the Securities of all each such seriesSeries; provided, that no such supplemental indenture shall (a) extend the fixed final maturity of any Security, or reduce the principal amount thereofthereof or any premium thereon, or reduce the rate or extend the time of payment of interest thereon, or reduce any Additional Amount payable thereon, or reduce any amount payable on redemption or reduce the Overdue Rate thereof or make the principal thereof or interest thereon payable in any coin or currency other than that provided in the Security or reduce the amount of the principal of an Original Issue Discount Security (or a Security that provides that an amount other than the face amount thereof will or may be payable upon a declaration of acceleration of the maturity thereof) that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 4.1 or the amount thereof provable in any action or proceeding pursuant to Section 4.2, or impairimpair 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, or alter adversely or eliminate the right, if any, of a Holder of a Security to convert the same into Parent Shares at the Conversion Price set forth therein or upon the terms provided in this Indenture, or impair the right to institute suit for the enforcement of any such payment on or after the maturity thereof (or, in case of redemption, on or after the redemption date), or for the enforcement of the conversion of any Security that is convertible at the option of a Holder thereof into Parent Shares Securityholder without the consent of the Holder of each Security so affected, or (b) reduce the aforesaid percentage of Securities of any Series, the consent of the Holders of which is required for any such supplemental indenture, without the consent of the Holders of each Security so affected or (c) modify any of the provisions of Articles Twelve or Thirteen in a manner adverse to the Holders of the Securities. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Securityholders of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Securityholders of any other series. The preceding sentence shall not, however, raise any inference as to whether or not a particular series is affected by any supplemental indenture not referred to in such sentenceaffected. Upon the request of the Issuer and the GuarantorCompany, accompanied by copies a copy of a resolution of the Resolutions Board of Directors certified by the secretary or an assistant secretary of the Company authorizing the execution of any such supplemental indenture certified by the secretaries of each of the Issuer and the Guarantorindenture, 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 6.17.1, the Trustee for such Series of Securities shall join with the Issuer and the Guarantor Company in the execution of such supplemental indenture unless such supplemental indenture adversely affects the such Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the such Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Issuer, the Guarantor Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section 7.2Section, the Issuer Company shall mail a give notice thereof in the manner and to the extent provided in Section 11.4 to the Holders of Securities of each series Series affected thereby at their addresses as they shall appear in on the RegisterSecurities register of the Company, setting forth in general terms the substance of such supplemental indenture. Any failure of the Issuer 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 SixSeven) of the Holders of not less than a majority in aggregate principal amount of the Securities of all series affected by such supplemental indenture (all such series voting as a single class) at the time Outstandingoutstanding (including consents obtained in connection with a tender offer or exchange offer for the Securities), the Issuer and the GuarantorIssuer, each when authorized by, or pursuant to by a Resolutionresolution 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 (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 and obligations of the Issuer or the Guarantor or the rights of the Holders of the Securities of all such seriesSecurities; provided, PROVIDED that no such supplemental indenture shall shall, without the consent of each Holder affected thereby (awith respect to any Securities held by a non-consenting Securityholder), (i) extend reduce the principal amount of Securities whose Holders must consent to an amendment, supplement or waiver, (ii) reduce the principal of or change the fixed maturity of any SecuritySecurity or alter the provisions with respect to the redemption of the Securities, or reduce the principal amount thereof, or (iii) reduce the rate of or extend change the time of for payment of interest thereonon any Security, (iv) waive a Default or Event of Default in the payment of principal of or premium, if any, or reduce any Additional Amount payable thereon, or reduce any amount payable interest on redemption or reduce the Overdue Rate thereof or make the principal thereof or interest thereon payable in any coin or currency other than that provided in the Security or reduce the amount of the principal of an Original Issue Discount Security Securities (or except a Security that provides that an amount other than the face amount thereof will or may be payable upon a declaration rescission of acceleration of the maturity thereof) that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 4.1 or the amount thereof provable in any action or proceeding pursuant to Section 4.2, or impair, if the Securities provide therefor, any right of repayment at the option of the Securityholder, or alter adversely or eliminate the right, if any, of a Holder of a Security to convert the same into Parent Shares at the Conversion Price set forth therein or upon the terms provided in this Indenture, or impair the right to institute suit for the enforcement of any such payment on or after the maturity thereof (or, in case of redemption, on or after the redemption date), or for the enforcement of the conversion of any Security that is convertible at the option of a Holder thereof into Parent Shares without the consent of the Holder of each Security so affected, (b) reduce the aforesaid percentage of Securities the consent of by the Holders of which is required for any such supplemental indenture, without the consent at least a majority in aggregate principal amount of the Holders then outstanding Securities and a waiver of each the payment default that resulted from such acceleration), (v) make any Security so affected or payable in money other than that stated in the Securities, (cvi) modify make any of change in the provisions of Articles Twelve the Indenture relating to waivers of past Defaults or Thirteen in a manner adverse to the Holders of the Securities. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of Holders of Securities to receive payments of principal of or interest on the Securityholders of such series Securities, (vii) waive a redemption payment with respect to any Security or (viii) make any change in the foregoing amendment and waiver provisions. The Issuer may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any indenture supplemental hereto. If a record date is fixed, then those Persons who were Holders at such covenant record date (or provisiontheir duly designated proxies), and only those Persons, shall be deemed not entitled to affect the rights under this Indenture of the Securityholders of consent to such supplemental indenture or to revoke any other series. The preceding sentence shall notconsent previously given, however, raise any inference as to whether or not a particular series is affected by any supplemental indenture not referred such Persons continue to in be Holders after such sentencerecord date. No such consent shall be valid or effective for more than 90 days after such record date. Upon the request of the Issuer and the Guarantor, accompanied by copies a copy of a resolution of the Resolutions Board of Directors certified by the Secretary or an Assistant Secretary of the Issuer authorizing the execution of any such supplemental indenture certified by the secretaries of each of the Issuer and the Guarantorindenture, and upon the filing with the Trustee of evidence of the consent of the required Securityholders as aforesaid and other documents, if any, required by Section 6.17.1, the Trustee shall join with the Issuer and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture adversely 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 the consent of the Securityholders under this Section 8.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Issuer, the Guarantor Issuer and the Trustee of any supplemental indenture pursuant to the provisions of this Section 7.28.2, 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 in on the Registerregistry 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. (1) With the consent (evidenced as provided in Article SixVII) of the Holders of not less than a majority in aggregate principal amount of the Securities at the time Outstanding of all series affected by such supplemental indenture (all or, if the affected series of the Securities are held by a Nationwide Trust, the holders of at least a majority in aggregate liquidation amount of the preferred Securities of such series Nationwide Trust) (voting as a single one class) at the time Outstanding), the Issuer and the GuarantorIssuer, each when authorized by, by a resolution of its 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 a Resolutionan Issuer Order), and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto (hereto, which shall conform to the provisions of comply with the Trust Indenture Act of 1939 1939, as then in force at the date of execution thereof) 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 the rights and obligations of the Issuer or the Guarantor or the rights of the Holders of the Securities of all each such seriesseries or of the Coupons appertaining to such Securities; providedPROVIDED, that no such supplemental indenture shall (a) extend the fixed final maturity of any then issued Security, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any Additional Amount payable thereon, or reduce any amount payable on redemption or reduce the Overdue Rate thereof thereof, or make the principal thereof (including any amount in respect of original issue discount), or interest thereon payable in any coin or currency other than that provided in such Securities and any Coupons thereon or in accordance with the Security terms thereof, or reduce the amount of the principal of an a then issued Original Issue Discount Security (or a Security that provides that an amount other than the face amount thereof will or may be payable upon a declaration of acceleration of the maturity thereof) that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 4.1 5.1 or the amount thereof provable in any action or proceeding bankruptcy pursuant to Section 4.25.2, or impairalter the provisions of Section 11.11 or 11.12 or impair or affect the right of any Securityholder to institute suit for the payment thereof or, if the such Securities provide therefor, any right of repayment at the option of the Securityholder, or alter adversely or eliminate the right, if any, of a Holder of a Security to convert the same into Parent Shares at the Conversion Price set forth therein or upon the terms provided in this Indenture, or impair the right to institute suit for the enforcement of any such payment on or after the maturity thereof (or, in each case of redemption, on or after the redemption date), or for the enforcement of the conversion of any Security that is convertible at the option of a Holder thereof into Parent Shares without the consent of the Holder of each Security so affected, or (b) reduce the aforesaid percentage in principal amount of then issued Securities of any series, the consent of the Holders of which is required for any such supplemental indenture, without the consent of the Holders of each Security so affected or affected. (c2) modify any of the provisions of Articles Twelve or Thirteen in a manner adverse to the Holders of the Securities. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Securityholders Holders of Securities of such series series, or of Coupons appertaining to such Securities, with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Securityholders Holders of Securities of any other series. The preceding sentence shall not, however, raise any inference as series or of the Coupons appertaining to whether or not a particular series is affected by any supplemental indenture not referred to in such sentence. Securities. (3) Upon the request of the Issuer and the GuarantorIssuer, accompanied by copies a copy of a resolution of the Resolutions 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 certified by the secretaries of each of the Issuer and the Guarantorindenture, and upon the filing with the Trustee of evidence of the consent of Securityholders the Holders of the Securities as aforesaid and other documents, if any, required by Section 6.17.1, the Trustee shall join with the Issuer and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture adversely 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. . (4) It shall not be necessary for the consent of the Securityholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. . (5) Promptly after the execution by the Issuer, the Guarantor Issuer and the Trustee of any supplemental indenture pursuant to the provisions of this Section 7.2Section, the Issuer Trustee shall mail give notice thereof (a) if any Registered Securities of a series affected thereby are Outstanding to the Holders thereof, by mailing a notice thereof by first-class mail to the such Holders of Securities of each series affected thereby at their addresses as they shall appear on the Security register, (b) 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 pursuant to Section 313(c)(2) of the Trust Indenture Act of 1939, by mailing a notice thereof by first-class mail to such Holders at such addresses as were so furnished to the Trustee and (c) 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 RegisterBorough of Manhattan, setting The City of New York and at least once in an Authorized Newspaper in London (and, if required by Section 3.9, 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 Issuer to mail 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 the consent (evidenced as provided in Article SixSeven) of the Holders of not less than a majority in aggregate principal amount of the Securities of all series at the time Outstanding affected by such supplemental indenture (all such series voting as a single one class) at the time Outstanding), the Issuer and the GuarantorIssuer, each when authorized by, by 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 a Resolutionan Issuer Order), and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act 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 and obligations of the Issuer or the Guarantor or the rights of the Holders of the Securities of all each such seriesseries or of the Coupons appertaining to such Securities; provided, provided that no such supplemental indenture shall (a) extend change the fixed maturity time of payment of the principal, or any installment of the principal, of any Security, Security or reduce the principal amount thereof, or reduce the rate or extend change the time of payment of interest thereoninterest, or reduce any Additional Amount payable if any, thereon, or reduce any amount payable on the redemption or reduce the Overdue Rate thereof thereof, or make the principal thereof or the interest thereon payable in any coin or currency other than that provided in such Security and the Security Coupons, if any, appertaining thereto or in accordance with the terms thereof, or reduce the amount of the principal of an Original Issue Discount Security (or a Security that provides that an amount other than the face amount thereof will or may be payable upon a declaration of acceleration of the maturity thereof) that would be due and payable upon an acceleration of the maturity Maturity thereof pursuant to Section 4.1 5.1 or the amount thereof provable in any action or proceeding bankruptcy, pursuant to Section 4.25.2, or impairimpair or affect the right to institute suit for the payment thereof when due, or, if the Securities provide thereforsuch Security shall so provide, any right of repayment at the option of the Securityholder, or alter adversely or eliminate the right, if any, of a Holder of a Security to convert the same into Parent Shares at the Conversion Price set forth therein or upon the terms provided in this Indenture, or impair the right to institute suit for the enforcement of any such payment on or after the maturity thereof (orHolder, in each case of redemption, on or after the redemption date), or for the enforcement of the conversion of any Security that is convertible at the option of a Holder thereof into Parent Shares without the consent of the Holder of each Security so affected, (b) reduce the aforesaid percentage in principal amount of the Outstanding Securities of the affected series, the consent of the whose Holders of which is required for any such supplemental indentureindenture or for any waiver provided for in this Indenture, without the consent of the Holders of each Security so affected or (c) without the consent of the Holders of each Security so affected, modify any of the provisions of Articles Twelve this Section or Thirteen in a manner adverse Section 5.10, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the Holders consent of the SecuritiesHolder 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 8.1(f). A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Securityholders Holders of Securities of such series or of the Coupons appertaining to such Securities with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Securityholders Holders of Securities of any other series. The preceding sentence shall not, however, raise any inference as series or of the Coupons pertaining to whether or not a particular series is affected by any supplemental indenture not referred to in such sentenceSecurities. Upon the request of the Issuer and the GuarantorIssuer, accompanied by copies of the Resolutions authorizing the execution of any such supplemental indenture certified by the secretaries of each of the Issuer and the Guarantor, and upon the filing a Board Resolution complying with the Trustee first paragraph of this Section and evidence of the consent of Securityholders the Holders of the Securities as aforesaid and such other documents, if any, as may be required by Section 6.17.1, the Trustee shall join with the Issuer and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture adversely 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 the consent of the Securityholders Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Issuer, the Guarantor Issuer and the Trustee of any supplemental indenture pursuant to the provisions of this Section 7.2Section, the Issuer Trustee shall mail a give notice thereof (i) to the Holders of then Outstanding Registered Securities of each series affected thereby 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 pursuant to Section 4.4(c)(ii), 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 RegisterBorough of Manhattan, setting 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 Issuer to mail 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 the consent (evidenced as provided in Article Six) of the Holders holders of not less than a majority 66 2/3% in aggregate principal amount of the Securities at the time Outstanding of all series affected by such supplemental indenture (all such series voting as a single one class) at the time Outstanding), the Issuer and the GuarantorIssuer, each when authorized by, or pursuant to by a resolution of its Board of Directors (evidenced by a Board Resolution), and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act 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 and obligations of the Issuer or the Guarantor or the rights of the Holders holders of the Securities of all each such series; providedPROVIDED, that no such supplemental indenture shall (a) extend the fixed final maturity of any Security, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any Additional Amount payable thereon, or reduce any amount payable on redemption or reduce the Overdue Rate thereof or make the principal thereof (including any amount in respect of original issue discount), or interest thereon payable in any coin or currency other than that provided in the Security Securities or in accordance with the terms thereof, or reduce the amount of the principal of an Original Issue Discount Security (or a Security that provides that an amount other than the face amount thereof will or may be payable upon a declaration of acceleration of the maturity thereof) that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 4.1 or the amount thereof provable in any action or proceeding bankruptcy pursuant to Section 4.2, or impairimpair or 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, or alter adversely or eliminate the right, if any, of a Holder of a Security to convert the same into Parent Shares at the Conversion Price set forth therein or upon the terms provided in this Indenture, or impair the right to institute suit for the enforcement of any such payment on or after the maturity thereof (or, in each case of redemption, on or after the redemption date), or for the enforcement of the conversion of any Security that is convertible at the option of a Holder thereof into Parent Shares without the consent of the Holder holder of each Security so affected, or (b) reduce the aforesaid percentage in principal amount of Securities of any series, the consent of the Holders holders of which is required for any such supplemental indentureindenture 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, without the consent of the Holders holders of each Security so affected or (c) modify any of the provisions of Articles Twelve or Thirteen in a manner adverse to the Holders of the Securities. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Securityholders of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Securityholders of any other series. The preceding sentence shall not, however, raise any inference as to whether or not a particular series is affected by any supplemental indenture not referred to in such sentenceaffected. Upon the request of the Issuer and the GuarantorIssuer, accompanied by copies of the Resolutions a Board Resolution authorizing the execution of any such supplemental indenture certified by the secretaries of each of the Issuer and the Guarantorindenture, 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, the Trustee shall join with the Issuer and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture adversely 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 the consent of the Securityholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Issuer, the Guarantor Issuer and the Trustee of any supplemental indenture pursuant to the provisions of this Section 7.2Section, the Issuer shall mail a notice thereof by first class mail to the Holders holders of Securities of each series affected thereby at their addresses as they shall appear in on the Registerregistry 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 Article SixSeven) of the Holders of not less than a majority in aggregate principal amount of the Securities then Outstanding of all any series affected by such supplemental indenture (all such series voting as a single class) at the time Outstandingindenture, the Issuer and the GuarantorIssuer, each when authorized by, by a resolution of its 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 a Resolutionan Issuer Order), and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act 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 -55- 62 eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights and obligations of the Issuer or the Guarantor or the rights of the Holders of the Securities of all such series; provided, that no such supplemental indenture shall (a) extend the fixed stated final maturity of the principal of any Security, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest interest, if any, thereon (or, in the case of an Original Issue Discount Security, reduce the rate of accrual of original issue discount thereon), or reduce any Additional Amount payable thereon, or reduce alter the method of computation of any amount payable on redemption redemption, repayment or reduce purchase by the Overdue Rate Issuer thereof (or the time at which any such redemption, repayment or purchase may be made), or make the principal thereof (including any amount in respect of original issue discount), or interest interest, if any, thereon payable in any coin or currency other than that provided in the Security Securities or in accordance with the terms of the Securities, or reduce the amount of the principal of an Original Issue Discount Security (or a Security that provides that an amount other than the face amount thereof will or may be payable upon a declaration of acceleration of the maturity thereof) that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 4.1 5.1 or the amount thereof provable in any action or proceeding bankruptcy pursuant to Section 4.25.2, or impairimpair or affect the right of any 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, or alter adversely or eliminate the right, if any, of a Holder of a Security to convert the same into Parent Shares at the Conversion Price set forth therein or upon the terms provided in this Indenture, or impair the right to institute suit for the enforcement of any such payment on or after the maturity thereof (or, in each case of redemption, on or after the redemption date), or for the enforcement of the conversion of any Security that is convertible at the option of a Holder thereof into Parent Shares without the consent of the Holder of each Security so affected, or (b) reduce the aforesaid percentage of Securities of any series, the consent of the Holders of which is required for any such supplemental indenture, without the consent of the Holders of each Security so affected or (c) modify affected. No consent of any Holder of any Security shall be necessary under this Section 8.2 to permit the provisions of Articles Twelve or Thirteen in a manner adverse Trustee and the Issuer to the Holders of the Securitiesexecute supplemental indentures pursuant to Sections 8.1 and 9.2. A supplemental indenture which changes or eliminates any covenant covenant, Event of Default or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Securityholders Holders of Securities of such series series, with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Securityholders Holders of Securities of any other series. The preceding sentence shall not, however, raise any inference as to whether or not a particular series is affected by any supplemental indenture not referred to in such sentence. Upon the request of the Issuer and the GuarantorIssuer, accompanied by copies a copy of a resolution of the Resolutions 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 certified by the secretaries of each of the Issuer and the Guarantorindenture, and upon the filing with the Trustee of evidence of the consent of Securityholders the Holders of the Securities as aforesaid and other documents, if any, required by Section 6.17.1, the Trustee shall join with the Issuer and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture adversely 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 the consent of the Securityholders under this Section 8.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. -56- 63 Promptly after the execution by the Issuer, the Guarantor Issuer and the Trustee of any supplemental indenture pursuant to the provisions of this Section 7.28.2, the Issuer Trustee shall mail a give notice thereof to the Holders of then Outstanding Securities of each series affected thereby at their addresses thereby, as they shall appear provided in the Register, setting forth in general terms the substance of such supplemental indentureSection 11.4. Any failure of the Issuer to mail 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 the consent (evidenced as provided in Article SixSeven) of the Holders of not less than a majority in aggregate principal amount of the Securities at the time Outstanding of all series each Series affected by such supplemental indenture (all such series voting treated as a single one class) at the time Outstanding), the Issuer and the GuarantorCompany, each when authorized by, or pursuant to by a Resolutionresolution of its Board of Directors, and the Trustee for such Series of Securities may, from time to time and at any time, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act 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 and obligations of the Issuer or the Guarantor or the rights of the Holders of the Securities of all each such seriesSeries; provided, that no such supplemental indenture shall (a) extend the fixed final maturity of any Security, or reduce the principal amount thereofthereof or any premium thereon, or reduce the rate or extend the time of payment of interest thereon, or reduce any Additional Amount payable thereon, or reduce any amount payable on redemption or reduce the Overdue Rate thereof or make the principal thereof or interest thereon payable in any coin or currency other than that provided in the Security or reduce the amount of the principal of an Original Issue Discount Security (or a Security that provides that an amount other than the face amount thereof will or may be payable upon a declaration of acceleration of the maturity thereof) that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 4.1 or the amount thereof provable in any action or proceeding pursuant to Section 4.2, or impairimpair 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, or alter adversely or eliminate the right, if any, of a Holder of a Security to convert the same into Parent Shares at the Conversion Price set forth therein or upon the terms provided in this Indenture, or impair the right to institute suit for the enforcement of any such payment on or after the maturity thereof (or, in case of redemption, on or after the redemption date), or for the enforcement of the conversion of any Security that is convertible at the option of a Holder thereof into Parent Shares Securityholder without the consent of the Holder of each Security so affected, or (b) reduce the aforesaid percentage of Securities of any Series, the consent of the Holders of which is required for any such supplemental indenture, without the consent of the Holders of each Security so affected or (c) modify any of the provisions of Articles Twelve or Thirteen in a manner adverse to the Holders of the Securities. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Securityholders of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Securityholders of any other series. The preceding sentence shall not, however, raise any inference as to whether or not a particular series is affected by any supplemental indenture not referred to in such sentenceaffected. Upon the request of the Issuer and the GuarantorCompany, accompanied by copies a copy of a resolution of the Resolutions Board of Directors certified by the secretary or an assistant secretary of the Company authorizing the execution of any such supplemental indenture certified by the secretaries of each of the Issuer and the Guarantorindenture, 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 6.17.1, the Trustee for such Series of Securities shall join with the Issuer and the Guarantor Company in the execution of such supplemental indenture unless such supplemental indenture adversely affects the such Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the such Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Issuer, the Guarantor Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section 7.2Section, the Issuer Company shall mail a give notice thereof in the manner and to the extent provided in Section 11.4 to the Holders of Securities of each series Series affected thereby at their addresses as they shall appear in on the RegisterSecurities register of the Company, setting forth in general terms the substance of such supplemental indenture. Any failure of the Issuer 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. 57 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 SixSeven) of the Holders of not less than a majority in aggregate principal amount of the Securities then Outstanding of all any series affected by such supplemental indenture (all such series voting as a single class) at the time Outstandingindenture, the Issuer and the GuarantorIssuer, each when authorized by, 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 a Resolutionan Issuer Order), and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act 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 and obligations of the Issuer or the Guarantor or the rights of the Holders of the Securities of all such series; provided, that no such supplemental indenture shall (a) extend the fixed stated final maturity of the principal of any Security, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest interest, if any, thereon (or, in the case of an Original Issue Discount Security, reduce the rate of accretion of original issue discount thereon), or reduce any Additional Amount payable thereon, or reduce alter the method of computation of any amount payable on redemption redemption, repayment or reduce purchase by the Overdue Rate Issuer thereof (or the time at which any such redemption, repayment or purchase may be made), or make the principal thereof (including any amount in respect of original issue discount), or interest interest, if any, thereon payable in any coin or currency other than that provided in the Security Securities or in accordance with the terms of the Securities, or reduce the amount of the principal of an Original Issue Discount Security (or a Security that provides that an amount other than the face amount thereof will or may be payable upon a declaration of acceleration of the maturity thereof) that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 4.1 or the amount thereof provable in any action or proceeding pursuant to Section 4.2, or impair, if the Securities provide therefor, any right of repayment at the option of the Securityholder, or alter adversely or eliminate the right, if any, of a Holder of a Security to convert the same into Parent Shares at the Conversion Price set forth therein or upon the terms provided in this Indenture, or impair the right to institute suit for the enforcement of any such payment on or after the maturity thereof (or, in case of redemption, on or after the redemption date), or for the enforcement of the conversion of any Security that is convertible at the option of a Holder thereof into Parent Shares without the consent of the Holder of each Security so affected, (b) reduce the aforesaid percentage of Securities the consent of the Holders of which is required for any such supplemental indenture, without the consent of the Holders of each Security so affected or (c) modify any of the provisions of Articles Twelve or Thirteen in a manner adverse to the Holders of the Securities. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Securityholders of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Securityholders of any other series. The preceding sentence shall not, however, raise any inference as to whether or not a particular series is affected by any supplemental indenture not referred to in such sentence. Upon the request of the Issuer and the Guarantor, accompanied by copies of the Resolutions authorizing the execution of any such supplemental indenture certified by the secretaries of each of the Issuer and the Guarantor, 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, the Trustee shall join with the Issuer and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture adversely 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 the consent of the Securityholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Issuer, the Guarantor and the Trustee of any supplemental indenture pursuant to the provisions of this Section 7.2, the Issuer shall mail a notice thereof to the Holders of Securities of each series affected thereby at their addresses as they shall appear in the Register, 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.Issue

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 Securities of all series affected by such supplemental indenture (all such series voting as a single class) at the time Outstanding, the Issuer and the Guarantor, each when authorized by, or pursuant to a Resolution, and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act 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 and obligations of the Issuer or the Guarantor or the rights of the Holders of the Securities of all such series; provided, that no such supplemental indenture shall (a) extend -------- the fixed maturity of any Security, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any Additional Amount payable thereon, or reduce any amount payable on redemption or reduce the Overdue Rate thereof or make the principal thereof or interest thereon payable in any coin or currency other than that provided in the Security or reduce the amount of the principal of an Original Issue Discount Security (or a Security that provides that an amount other than the face amount thereof will or may be payable upon a declaration of acceleration of the maturity thereof) that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 4.1 or the amount thereof provable in any action or proceeding bankruptcy pursuant to Section 4.2, or impair, if the Securities provide therefor, any right of repayment at the option of the Securityholder, or alter adversely or eliminate the right, if any, of a Holder of a Security to convert the same into Parent Shares at the Conversion Price set forth therein or upon the terms provided in this Indenture, or impair the right to institute suit for the enforcement of any such payment on or after the maturity thereof (or, in case holders of redemption, on or after the redemption date), or for the enforcement Securities of a series entitled to the conversion rights set forth in Article Eleven to receive securities upon the exercise of any Security that is convertible at the option of a Holder thereof into Parent Shares such conversion rights, without the consent of the Holder of each Security so affected, or (b) reduce the aforesaid percentage of Securities the consent of the Holders of which is required for any such supplemental indenture, without the consent of the Holders of each Security so affected affected, or (c) modify any of the provisions of Articles Twelve Article Eleven or Article Thirteen in a manner adverse to the Holders of the Securities. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Securityholders of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Securityholders of any other series. The preceding sentence shall not, however, raise any inference as to whether or not a particular series is affected by any supplemental indenture not referred to in such sentence. Upon the request of the Issuer and the Guarantor, accompanied by copies of the Resolutions authorizing the execution of any such supplemental indenture indenture, certified by the secretaries or assistant secretaries of each of the Issuer and the Guarantor, 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, the Trustee shall join with the Issuer and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture adversely 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 the consent of the Securityholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Issuer, the Guarantor and the Trustee of any supplemental indenture pursuant to the provisions of this Section 7.2, the Issuer shall mail a notice thereof to the Holders of Securities of each series affected thereby at their addresses as they shall appear in the Register, 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 Article Six) of the Holders of not less than a majority in aggregate principal amount of the Securities at the time Outstanding of all series affected by such supplemental indenture (all such each affected series voting as a single separate class) at the time Outstanding), the Issuer and the Guarantor, each when authorized by, 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 (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 and obligations of the Issuer or the Guarantor or the rights of the Holders of the Securities of all each such series; provided, that no such supplemental indenture shall shall (ai) extend the fixed final maturity of any Security, or reduce the principal amount thereof, or reduce the rate or extend the time of payment Table of interest thereonContents of interest, or reduce any Additional Amount payable if any, thereon, or reduce any amount payable on redemption or reduce the Overdue Rate thereof or make the principal thereof or interest thereon payable in any coin or currency other than that provided in the Security or reduce the amount of the principal of or an Original Issue Discount Security (or a Security that provides that an amount other than the face amount thereof will or may be payable upon a declaration of acceleration of the maturity thereof) that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 4.1 4.01 or the amount thereof provable in any action or proceeding bankruptcy pursuant to the consequences of an Event of Default specified as contemplated by Section 4.24.02, or impairimpair or 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, or alter adversely or eliminate the right, if any, of a Holder of a Security to convert the same into Parent Shares at the Conversion Price set forth therein or upon the terms provided in this Indenture, or impair the right to institute suit for the enforcement of any such payment on or after the maturity thereof (or, in case of redemption, on or after the redemption date), or for the enforcement of the conversion of any Security that is convertible at the option of a Holder thereof into Parent Shares Securityholder without the consent of the Holder of each Security so affected, , (bii) reduce the aforesaid percentage of Securities of any series, the consent of the Holders of which is required for any such supplemental indenture, without the consent of the Holders of each Security so affected or or (ciii) modify change in any of the provisions of Articles Twelve or Thirteen in a manner adverse to the Holders of the SecuritiesSecurities the terms and conditions of the obligations of the Issuer in respect of the due and punctual payment of the principal thereof and interest thereon or any sinking fund payments provided in respect thereof, without the consent of the Holder of each Security so affected. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Securityholders 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 Securityholders Holders of Securities of any other series. The preceding sentence shall not, however, raise any inference as to whether or not a particular series is affected by any supplemental indenture not referred to in such sentence. Upon the request of the Issuer and the Guarantor, accompanied by copies a copy of the Resolutions a Board Resolution authorizing the execution of any such supplemental indenture certified by the secretaries of each of the Issuer and the Guarantorindenture, 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, 6.01 the Trustee shall join with the Issuer and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture adversely affects the Trustee's ’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 the consent of the Securityholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Issuer, the Guarantor Issuer and the Trustee of any supplemental indenture pursuant to the provisions of this Section 7.2Section, the Issuer shall mail a notice thereof by first class mail to the Holders of Securities of each series Table of Contents affected thereby at their addresses as they shall appear in on the Register, Security register setting forth in general terms the substance of such supplemental indenture. Any failure of the Issuer 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 Article SixTen) of the Holders of not less than a majority in aggregate principal amount of the Securities then Outstanding of all any series affected by such supplemental indenture (all such series voting as a single class) at the time Outstandingindenture, the Issuer and the GuarantorTLGI, each when authorized by, by 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 a Resolutionan Issuer Order), and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act 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 and obligations of the Issuer or the Guarantor or the rights of the Holders of the Securities of all such series; provided, that no such supplemental indenture shall (a) extend the fixed final maturity of any Security, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest interest, if any, thereon (or, in the case of an Original Issue Discount Security, reduce the rate of accrual of original issue discount thereon), or reduce any Additional Amount payable thereon, or reduce alter the method of computation of any amount payable on redemption redemption, repayment or reduce purchase by the Overdue Rate Company thereof (or the time at which any such redemption, repayment or purchase may be made), or make the principal thereof or interest thereon payable in (including any coin or currency other than that provided in the Security or reduce the amount of the principal of an Original Issue Discount Security (or a Security that provides that an amount other than the face amount thereof will or may be payable upon a declaration of acceleration of the maturity thereof) that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 4.1 or the amount thereof provable in any action or proceeding pursuant to Section 4.2, or impair, if the Securities provide therefor, any right of repayment at the option of the Securityholder, or alter adversely or eliminate the right, if any, of a Holder of a Security to convert the same into Parent Shares at the Conversion Price set forth therein or upon the terms provided in this Indenture, or impair the right to institute suit for the enforcement of any such payment on or after the maturity thereof (or, in case of redemption, on or after the redemption date), or for the enforcement of the conversion of any Security that is convertible at the option of a Holder thereof into Parent Shares without the consent of the Holder of each Security so affected, (b) reduce the aforesaid percentage of Securities the consent of the Holders of which is required for any such supplemental indenture, without the consent of the Holders of each Security so affected or (c) modify any of the provisions of Articles Twelve or Thirteen in a manner adverse to the Holders of the Securities. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Securityholders of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Securityholders of any other series. The preceding sentence shall not, however, raise any inference as to whether or not a particular series is affected by any supplemental indenture not referred to in such sentence. Upon the request of the Issuer and the Guarantor, accompanied by copies of the Resolutions authorizing the execution of any such supplemental indenture certified by the secretaries of each of the Issuer and the Guarantor, 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, the Trustee shall join with the Issuer and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture adversely 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 the consent of the Securityholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Issuer, the Guarantor and the Trustee of any supplemental indenture pursuant to the provisions of this Section 7.2, the Issuer shall mail a notice thereof to the Holders of Securities of each series affected thereby at their addresses as they shall appear in the Register, 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.in

Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in Article SixSeven) of the Holders of not less than a majority in aggregate principal amount of the Securities then Outstanding of all any series affected by such supplemental indenture (all such series voting as a single class) at the time Outstandingindenture, the Issuer and the GuarantorIssuer, each when authorized by, 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 a Resolutionan Issuer Order), and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act 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 and obligations of the Issuer or the Guarantor or the rights of the Holders of the Securities of all such series; provided, that no such supplemental indenture shall (a) extend the fixed stated final maturity of the principal of any Security, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest interest, if any, thereon (or, in the case of an Original Issue Discount Security, reduce the rate of accretion of original issue discount thereon), or reduce any Additional Amount payable thereon, or reduce alter the method of computation of any amount payable on redemption redemption, repayment or reduce purchase by the Overdue Rate Issuer thereof (or the time at which any such redemption, repayment or purchase may be made), or make the principal thereof (including any amount in respect of original issue discount), or interest interest, if any, thereon payable in any coin or currency other than that provided in the Security Securities or in accordance with the terms of the Securities, or reduce the amount of the principal of an Original Issue Discount Security (or a Security that provides that an amount other than the face amount thereof will or may be payable upon a declaration of acceleration of the maturity thereof) that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 4.1 5.1 or the amount thereof provable in any action or proceeding pursuant to Section 4.2, or impair, if the Securities provide therefor, any right of repayment at the option of the Securityholder, or alter adversely or eliminate the right, if any, of a Holder of a Security to convert the same into Parent Shares at the Conversion Price set forth therein or upon the terms provided in this Indenture, or impair the right to institute suit for the enforcement of any such payment on or after the maturity thereof (or, in case of redemption, on or after the redemption date), or for the enforcement of the conversion of any Security that is convertible at the option of a Holder thereof into Parent Shares without the consent of the Holder of each Security so affected, (b) reduce the aforesaid percentage of Securities the consent of the Holders of which is required for any such supplemental indenture, without the consent of the Holders of each Security so affected or (c) modify any of the provisions of Articles Twelve or Thirteen in a manner adverse to the Holders of the Securities. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Securityholders of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Securityholders of any other series. The preceding sentence shall not, however, raise any inference as to whether or not a particular series is affected by any supplemental indenture not referred to in such sentence. Upon the request of the Issuer and the Guarantor, accompanied by copies of the Resolutions authorizing the execution of any such supplemental indenture certified by the secretaries of each of the Issuer and the Guarantor, 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, the Trustee shall join with the Issuer and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture adversely 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 the consent of the Securityholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Issuer, the Guarantor and the Trustee of any supplemental indenture pursuant to the provisions of this Section 7.2, the Issuer shall mail a notice thereof to the Holders of Securities of each series affected thereby at their addresses as they shall appear in the Register, 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.bankruptcy pursuant

Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in Article SixSeven) of the Holders of not less than a majority 66 2/3% in aggregate principal amount of the Securities at the time Outstanding of all series affected by such supplemental indenture (all such series voting as a single one class) at the time Outstanding), the Issuer and the GuarantorIssuer, each when authorized by, or pursuant to by a Resolutionresolution of its Board of Directors, and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act 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 and obligations of the Issuer or the Guarantor or the rights of the Holders of the Securities of all each such seriesseries or of the Coupons appertaining to such Securities; providedPROVIDED, that no such supplemental indenture shall (a) extend the fixed final maturity of any Security, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any Additional Amount payable thereon, or reduce any amount payable on redemption or reduce the Overdue Rate thereof thereof, or make the principal thereof (including any amount in respect of original issue discount), or interest or premium thereon payable in any coin or currency other than that provided in the Security Securities and Coupons or in accordance with the terms thereof, or reduce the amount of the principal of an Original Issue Discount Security (or a Security that provides that an amount other than the face amount thereof will or may be payable upon a declaration of acceleration of the maturity thereof) that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 4.1 5.1 or the amount thereof provable in any action or proceeding bankruptcy pursuant to Section 4.25.2, or impairimpair or 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, or alter adversely or eliminate the right, if any, of a Holder of a Security to convert the same into Parent Shares at the Conversion Price set forth therein or upon the terms provided in this Indenture, or impair the right to institute suit for the enforcement of any such payment on or after the maturity thereof (or, in case of redemption, on or after the redemption date), or for the enforcement of the conversion of any Security that is convertible at the option of a Holder thereof into Parent Shares Securityholder without the consent of the Holder of each Security so affected, or (b) reduce the aforesaid percentage of Securities the consent of the Holders of which is required for any such supplemental indenture, without the consent of the Holders of each Security so affected or (c) modify any of the provisions of Articles Twelve or Thirteen in a manner adverse to the Holders of the Securities. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Securityholders of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Securityholders of any other series. The preceding sentence shall not, however, raise any inference as to whether or not a particular series is affected by any supplemental indenture not referred to in such sentence. Upon the request of the Issuer and the Guarantor, accompanied by copies of the Resolutions authorizing the execution of any such supplemental indenture certified by the secretaries of each of the Issuer and the Guarantor, 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, the Trustee shall join with the Issuer and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture adversely 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 the consent of the Securityholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Issuer, the Guarantor and the Trustee of any supplemental indenture pursuant to the provisions of this Section 7.2, the Issuer shall mail a notice thereof to the Holders of Securities of each series affected thereby at their addresses as they shall appear in the Register, 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.of

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 Securities of all series affected by such supplemental indenture (all such series voting as a single class) at the time Outstanding, the Issuer and the Guarantor, each when authorized by, or pursuant to a Resolution, and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act 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 and obligations of the Issuer or the Guarantor or the rights of the Holders of the Securities of all such series; provided, that no such supplemental indenture shall (a) extend the fixed maturity of any Security, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any Additional Amount payable thereon, or reduce any amount payable on redemption or reduce the Overdue Rate thereof or make the principal thereof or interest thereon payable in any coin or currency other than that provided in the Security or reduce the amount of the principal of an Original Issue Discount Security (or a Security that provides that an amount other than the face amount thereof will or may be payable upon a declaration of acceleration of the maturity thereof) that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 4.1 or the amount thereof provable in any action or proceeding bankruptcy pursuant to Section 4.2, or impair, if the Securities provide therefor, any right of repayment at the option of the Securityholder, or alter adversely or eliminate the right, if any, of a Holder of a Security to convert the same into Parent Shares at the Conversion Price set forth therein or upon the terms provided in this Indenture, or impair the right to institute suit for the enforcement of any such payment on or after the maturity thereof (or, in case holders of redemption, on or after the redemption date), or for the enforcement Securities of a series entitled to the conversion rights set forth in Article Twelve to receive securities upon the exercise of any Security that is convertible at the option of a Holder thereof into Parent Shares such conversion rights, without the consent of the Holder of each Security so affected, or (b) reduce the aforesaid percentage of Securities the consent of the Holders of which is required for any such supplemental indenture, without the consent of the Holders of each Security so affected or (c) modify any of the provisions of Articles Twelve or Thirteen Article Eleven in a manner adverse to the Holders of the Securities. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Securityholders of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Securityholders of any other series. The preceding sentence shall not, however, raise any inference as to whether or not a particular series is affected by any supplemental indenture not referred to in such sentence. Upon the request of the Issuer and the GuarantorIssuer, accompanied by copies of the Resolutions authorizing the execution of any such supplemental indenture certified by the secretaries of each secretary or assistant secretary of the Issuer and the GuarantorIssuer, 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, the Trustee shall join with the Issuer and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture adversely 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 the consent of the Securityholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Issuer, the Guarantor Issuer and the Trustee of any supplemental indenture pursuant to the provisions of this Section 7.2, the Issuer shall mail a notice thereof to the Holders of Securities of each series affected thereby at their addresses as they shall appear in the Register, 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 Article SixSeven) of the Holders of not less than a majority in aggregate principal amount of the Securities then Outstanding of all any series affected by such supplemental indenture (all such series voting as a single class) at the time Outstandingindenture, the Issuer and the GuarantorIssuer, each when authorized by, 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 a Resolutionan Issuer Order), and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act 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 and obligations of the Issuer or the Guarantor or the rights of the Holders of the Securities of all such series; provided, that no such supplemental indenture shall (a) extend the fixed stated final maturity of the principal of any Security, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest interest, if any, thereon (or, in the case of an Original Issue Discount Security, reduce the rate of accretion of original issue discount thereon), or reduce any Additional Amount payable thereon, or reduce alter the method of computation of any amount payable on redemption redemption, repayment or reduce purchase by the Overdue Rate Issuer thereof (or the time at which any such redemption, repayment or purchase may be made), or make the principal thereof (including any amount in respect of original issue discount), or interest interest, if any, thereon payable in any coin or currency other than that provided in the Security Securities or in accordance with the terms of the Securities, or reduce the amount of the principal of an Original Issue Discount Security (or a Security that provides that an amount other than the face amount thereof will or may be payable upon a declaration of acceleration of the maturity thereof) that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 4.1 or the amount thereof provable in any action or proceeding pursuant to Section 4.2, or impair, if the Securities provide therefor, any right of repayment at the option of the Securityholder, or alter adversely or eliminate the right, if any, of a Holder of a Security to convert the same into Parent Shares at the Conversion Price set forth therein or upon the terms provided in this Indenture, or impair the right to institute suit for the enforcement of any such payment on or after the maturity thereof (or, in case of redemption, on or after the redemption date), or for the enforcement of the conversion of any Security that is convertible at the option of a Holder thereof into Parent Shares without the consent of the Holder of each Security so affected, (b) reduce the aforesaid percentage of Securities the consent of the Holders of which is required for any such supplemental indenture, without the consent of the Holders of each Security so affected or (c) modify any of the provisions of Articles Twelve or Thirteen in a manner adverse to the Holders of the Securities. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Securityholders of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Securityholders of any other series. The preceding sentence shall not, however, raise any inference as to whether or not a particular series is affected by any supplemental indenture not referred to in such sentence. Upon the request of the Issuer and the Guarantor, accompanied by copies of the Resolutions authorizing the execution of any such supplemental indenture certified by the secretaries of each of the Issuer and the Guarantor, 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, the Trustee shall join with the Issuer and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture adversely 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 the consent of the Securityholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Issuer, the Guarantor and the Trustee of any supplemental indenture pursuant to the provisions of this Section 7.2, the Issuer shall mail a notice thereof to the Holders of Securities of each series affected thereby at their addresses as they shall appear in the Register, 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.the

Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in Article SixSeven) of the Holders of not less than a majority in aggregate principal amount of the Securities of all series at the time Outstanding affected by such supplemental indenture (all such series voting as a single one class) at the time Outstanding), the Issuer and the GuarantorIssuer, each when authorized by, by 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 a Resolutionan Issuer order), and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act 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 and obligations of the Issuer or the Guarantor or the rights of the Holders of the Securities of all each such seriesseries or of the Coupons appertaining to such Securities; provided, provided that no such supplemental indenture shall (a) extend the fixed maturity time of payment of the principal, or any installment of the principal, of any Security, Security or reduce the principal amount thereof, or reduce the rate rate, alter the method of computation of the rate, or extend the time of payment of interest thereon, or reduce any Additional Amount payable thereon, or reduce any amount payable on the redemption or reduce the Overdue Rate thereof thereof, or make the principal thereof or the interest thereon payable in any coin or currency other than that provided in such Security and the Security Coupons, if any, appertaining thereto or in accordance with the terms thereof, or reduce the amount of the principal of an Original original Issue Discount Security (or a Security that provides that an amount other than the face amount thereof will or may be payable upon a declaration of acceleration of the maturity thereof) that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 4.1 5.1 or the amount thereof provable in any action or proceeding bankruptcy, pursuant to Section 4.25.2, or impairalter the provisions of Section 11.11 or 11.12, or impair or affect the right to institute suit for the payment thereof when due or, if the Securities provide thereforsuch Security shall so provide, any right of repayment at the option of the Securityholder, or alter adversely or eliminate the right, if any, of a Holder of a Security to convert the same into Parent Shares at the Conversion Price set forth therein or upon the terms provided in this Indenture, or impair the right to institute suit for the enforcement of any such payment on or after the maturity thereof (orHolder, in each case of redemption, on or after the redemption date), or for the enforcement of the conversion of any Security that is convertible at the option of a Holder thereof into Parent Shares without the consent of the Holder of each Security so affected, or (b) reduce the aforesaid percentage in principal amount of the Outstanding Securities of the affected series, the consent of the whose Holders of which is required for any such supplemental indentureindenture or for any waiver provided for in this Indenture, without the consent of the Holders of each Security so affected or (c) modify any of the provisions of Articles Twelve or Thirteen in a manner adverse to the Holders of the Securitiesaffected. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Securityholders Holders of Securities of such series or of the Coupons appertaining to such Securities with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Securityholders Holders of Securities of any other series. The preceding sentence shall not, however, raise any inference as series or of the Coupons pertaining to whether or not a particular series is affected by any supplemental indenture not referred to in such sentenceSecurities. Upon the request of the Issuer and the GuarantorIssuer, accompanied by copies of the Resolutions authorizing the execution of any such supplemental indenture certified by the secretaries of each of the Issuer and the Guarantor, and upon the filing a Board Resolution complying with the Trustee first paragraph of this Section and evidence of the consent of Securityholders the Holders of the Securities as aforesaid and such other documents, if any, as may be required by Section 6.17.1, the Trustee shall join with the Issuer and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture adversely 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 the consent of the Securityholders Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Issuer, the Guarantor Issuer and the Trustee of any supplemental indenture pursuant to the provisions of this Section 7.2Section, the Issuer Trustee shall mail a give notice thereof (i) to the Holders of then Outstanding Registered Securities of each series affected thereby thereby, by mailing a notice thereof by first-class mail to such Holders at their addresses as they shall appear in on the Security Register, setting (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 pursuant to Section 4.4(c)(ii), 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 each Authorized Newspaper with respect to such series, and in each case such notice shall set forth in general terms the substance of such supplemental indenture. Any failure of the Issuer to mail 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 the consent (evidenced as provided in Article Six) of the Holders of not less than a majority in aggregate principal amount of the Securities of all series affected by such supplemental indenture (all such series voting as a single class) at the time Outstanding, the Issuer and the Guarantor, each when authorized by, or pursuant to a Resolution, and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act 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 and obligations of the Issuer or the Guarantor or the rights of the Holders of the Securities of all such series; provided, that no such supplemental indenture shall (a) extend the fixed maturity of any Security, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any Additional Amount payable thereon, or reduce any amount payable on redemption or reduce the Overdue Rate thereof or make the principal thereof or interest thereon payable in any coin or currency other than that provided in the Security or reduce the amount of the principal of an Original Issue Discount Security (or a Security that provides that an amount other than the face amount thereof will or may be payable upon a declaration of acceleration of the maturity thereof) that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 4.1 or the amount thereof provable in any action or proceeding bankruptcy pursuant to Section 4.2, or impair, if the Securities provide therefor, any right of repayment at the option of the Securityholder, or alter adversely or eliminate the right, if any, of a Holder of a Security to convert the same into Parent Shares at the Conversion Price set forth therein or upon the terms provided in this Indenture, or impair the right to institute suit for the enforcement of any such payment on or after the maturity thereof (or, in case holders of redemption, on or after the redemption date), or for the enforcement Securities of a series entitled to the conversion rights set forth in Article Twelve to receive securities upon the exercise of any Security that is convertible at the option of a Holder thereof into Parent Shares such conversion rights, without the consent of the Holder of each Security so affected, or (b) reduce the aforesaid percentage of Securities the consent of the Holders of which is required for any such supplemental indenture, without the consent of the Holders of each Security so affected or (c) modify any of the provisions of Articles Twelve Article Eleven or Article Thirteen in a manner adverse to the Holders of the Securities. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Securityholders of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Securityholders of any other series. The preceding sentence shall not, however, raise any inference as to whether or not a particular series is affected by any supplemental indenture not referred to in such sentence. Upon the request of the Issuer and the Guarantor, accompanied by copies of the Resolutions authorizing the execution of any such supplemental indenture certified by the secretaries secretary or any assistant secretary of each of the Issuer and the Guarantor, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid aforesaid, an Opinion of Counsel and an Officers' Certificate stating that such supplemental indenture is authorized or permitted under this Indentuer and other documents, if any, required by Section 6.1, the Trustee shall join with the Issuer and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture adversely 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 the consent of the Securityholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Issuer, the Guarantor and the Trustee of any supplemental indenture pursuant to the provisions of this Section 7.2, the Issuer shall mail a notice thereof to the Holders of Securities of each series affected thereby at their addresses as they shall appear in the Register, 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.