Common use of Supplemental Agreements Without Consent of Holders Clause in Contracts

Supplemental Agreements Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by a Board Resolution, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary at any time and from time to time, may enter into one or more agreements supplemental hereto, in form satisfactory to the Company and the Purchase Contract Agent, to: (a) evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Certificates; (b) evidence and provide for the acceptance of appointment hereunder by a successor Purchase Contract Agent, Collateral Agent, Securities Intermediary or Custodial Agent; (c) add to the covenants of the Company for the benefit of the Holders, or surrender any right or power herein conferred upon the Company; (d) make provision with respect to the rights of Holders pursuant to the requirements of Section 5.04(b); or (e) except as provided for in Section 5.04, cure any ambiguity, to correct or supplement any provisions herein that may be inconsistent with any other provision herein, or to make such other provisions in regard to matters or questions arising under this Agreement that do not adversely affect the interests of any Holders, provided that any amendment made solely to conform the provisions of this Agreement to the description of the Units and the Purchase Contracts contained in the Units Prospectus will not be deemed to adversely affect the interests of the Holders.

Supplemental Agreements Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by a Board Resolution, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary Trustee at any time and from time to time, may enter into one or more agreements supplemental hereto, in form satisfactory to the Company and the Purchase Contract Agent, tofor the purpose of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the Purchase Contracts: (ai) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants and obligations of the Company herein under this Agreement and in the CertificatesUnits and Separate Purchase Contracts, if any; (bii) to add to the covenants for the benefit of Holders of Purchase Contracts or to surrender any of the Company’s rights or powers under this Agreement; (iii) to evidence and provide for the acceptance of appointment hereunder by of a successor Purchase Contract Agent, Collateral Agent, Securities Intermediary or Custodial Agent; (civ) add upon the occurrence of a Reorganization Event, solely (i) to provide that each Purchase Contract will become a contract to purchase Exchange Property and (ii) to effect the related changes to the covenants terms of the Company for the benefit of the HoldersPurchase Contracts, or surrender any right or power herein conferred upon the Companyin each case, pursuant to Section 5.02; (dv) make provision with respect to conform the terms of the Purchase Contracts or the provisions of this Agreement to the rights “Description of Holders pursuant to the requirements Purchase Contracts,” and “Description of Section 5.04(b); orthe Units” sections in the Prospectus; (evi) except as provided for in Section 5.04, to cure any ambiguityambiguity or manifest error, to correct or supplement any provisions herein that may be inconsistent with inconsistent; or (vii) to make any other provision herein, or provisions with respect to make such other provisions in regard to matters or questions arising under this Agreement that do questions, so long as such action does not adversely affect the interests of any Holders, provided that any amendment made solely to conform the provisions of this Agreement to the description of the Units and the Purchase Contracts contained in the Units Prospectus will not be deemed to adversely affect the interests interest of the Holders.

Supplemental Agreements Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by a Board Resolution, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary Trustee at any time and from time to time, may enter into one or more agreements supplemental hereto, in form satisfactory to the Company and the Purchase Contract Agent, tofor the purpose of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the Purchase Contracts: (ai) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants and obligations of the Company herein under this Agreement and in the CertificatesUnits and Separate Purchase Contracts, if any; (bii) to add to the covenants for the benefit of Holders of Purchase Contracts or to surrender any of the Company’s rights or powers under this Agreement; (iii) to evidence and provide for the acceptance of appointment hereunder by of a successor Purchase Contract Agent, Collateral Agent, Securities Intermediary or Custodial Agent; (civ) add upon the occurrence of a Reorganization Event, solely (i) to provide that each Purchase Contract will become a contract to purchase Exchange Property and (ii) to effect the related changes to the covenants terms of the Company for Purchase Contracts and the benefit provisions of the Holdersthis Agreement, or surrender any right or power herein conferred upon the Companyin each case, pursuant to Section 5.02; (dv) make provision with respect to the rights of Holders pursuant to the requirements of Section 5.04(b); or (e) except as provided for in Section 5.04, cure any ambiguity, to correct or supplement any provisions herein that may be inconsistent with any other provision herein, or to make such other provisions in regard to matters or questions arising under this Agreement that do not adversely affect the interests of any Holders, provided that any amendment made solely to conform the terms of the Purchase Contracts or the provisions of this Agreement to the description “Description of the Units Purchase Contracts,” and “Description of the Purchase Contracts contained Units” sections in the Units Prospectus will Prospectus; (vi) to cure any ambiguity or manifest error or to correct or supplement any provisions that may be inconsistent; or (vii) to make any other provisions with respect to such matters or questions, so long as such action does not be deemed to adversely affect the interests interest of the Holders.

Supplemental Agreements Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by a Board Resolution, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary Trustee at any time and from time to time, may enter into one or more agreements supplemental hereto, in form satisfactory to the Company and the Purchase Contract Agent, tofor the purpose of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the Purchase Contracts: (ai) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants and obligations of the Company herein under this Agreement and in the CertificatesUnits and Separate Purchase Contracts, if any; (bii) to add to the covenants for the benefit of Holders of Purchase Contracts or to surrender any of the Company’s rights or powers under this Agreement; (iii) to evidence and provide for the acceptance of appointment hereunder by of a successor Purchase Contract Agent, Collateral Agent, Securities Intermediary or Custodial Agent; (civ) add upon the occurrence of a Reorganization Event, solely (i) to provide that each Purchase Contract will become a contract to purchase Exchange Property and (ii) to effect the related changes to the covenants terms of the Company for the benefit of the HoldersPurchase Contracts, or surrender any right or power herein conferred upon the Companyin each case, pursuant to Section 5.02; (dv) make provision with respect to conform the terms of the Purchase Contracts or the provisions of this Agreement to the rights “Description of Holders pursuant to the requirements Purchase Contracts,” and “Description of Section 5.04(b); orthe Units” sections in the Prospectus Supplement; (evi) except as provided for in Section 5.04, to cure any ambiguityambiguity or manifest error, to correct or supplement any provisions herein that may be inconsistent with inconsistent; or (vii) to make any other provision herein, or provisions with respect to make such other provisions in regard to matters or questions arising under this Agreement that do questions, so long as such action does not adversely affect the interests of any Holders, provided that any amendment made solely to conform the provisions of this Agreement to the description of the Units and the Purchase Contracts contained in the Units Prospectus will not be deemed to adversely affect the interests interest of the Holders.

Supplemental Agreements Without Consent of Holders. Without the consent of any HoldersHolders or any other party hereto, IndyMac Bancorp, the Company, when authorized by a Board Resolution, Trust and the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary at any time and from time to time, may enter into one or more agreements supplemental hereto, in form satisfactory to IndyMac Bancorp, the Company Trust and the Purchase Contract Agent, tofor any of the following purposes: (a1) to evidence the succession of another Person to IndyMac Bancorp or the CompanyTrust, and the assumption by any such successor of the covenants of the Company IndyMac Bancorp herein and in the Certificates;; or (b2) to add to the covenants of IndyMac Bancorp or the Trust for the benefit of the Holders, or to surrender any right or power herein conferred upon IndyMac Bancorp or the Trust; or (3) to evidence and provide for the acceptance of appointment hereunder by a successor Purchase Contract Agent, Collateral Agent, Securities Intermediary or Custodial Agent; (c) add to the covenants of the Company for the benefit of the Holders, or surrender any right or power herein conferred upon the Company; (d) make provision with respect to the rights of Holders pursuant to the requirements of Section 5.04(b); or (e4) except as provided for in Section 5.04, to cure any ambiguity, to cure, correct or supplement any provisions herein that which may be inconsistent with any other provision provisions herein, or to make such any other provisions in regard with respect to such matters or questions arising under this Agreement that do not adversely affect IndyMac Bancorp, the interests of any HoldersTrust and the Agent may deem necessary or desirable, provided that any amendment made solely to conform the provisions of this Agreement to the description of the Units and the Purchase Contracts contained in the Units Prospectus will such action shall not be deemed to adversely affect the interests of the Holders.

Supplemental Agreements Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by a Board Resolution, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary at any time and from time to time, may enter into one or more agreements supplemental hereto, in form satisfactory to the Company and the Purchase Contract Agent, to: (a) evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Certificates; (b) evidence and provide for the acceptance of appointment hereunder by a successor Purchase Contract Agent, Collateral Agent, Securities Intermediary or Custodial Agent; (c) add to the covenants of the Company for the benefit of the Holders, or surrender any right or power herein conferred upon the Company; (d) make provision with respect to the rights of Holders pursuant to the requirements of Section 5.04(b); or (e) except as provided for in Section 5.04, cure any ambiguity, to correct or supplement any provisions herein that may be inconsistent with any other provision herein, or to make such other provisions in regard to matters or questions arising under this Agreement that do not adversely affect the interests of any Holders, provided that any amendment made solely to conform the provisions of this Agreement to the description of the Units and the Purchase Contracts contained in the final prospectus supplement dated October 17, 2007, relating to the Units Prospectus under the sections entitled “Description of the Equity Units,” “Description of the Purchase Contracts” and “Certain Provisions of the Purchase Contract and Pledge Agreement” will not be deemed to adversely affect the interests of the Holders.

Supplemental Agreements Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by a Board Resolution, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary at any time and from time to time, may enter into one or more agreements supplemental hereto, in form satisfactory to the Company and the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary to: (a) : evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Certificates; (b) ; evidence and provide for the acceptance of appointment hereunder by a successor Purchase Contract Agent, Collateral Agent, Securities Intermediary or Custodial Agent; (c) ; add to the covenants of the Company for the benefit of the Holders, or surrender any right or power herein conferred upon the Company; (d) ; make provision with respect to the rights of Holders pursuant to the requirements of Section 5.04(b); or (e) or except as provided for in Section 5.04, cure any ambiguity, to correct or supplement any provisions herein that may be inconsistent with any other provision herein, or to make such other provisions in regard to matters or questions arising under this Agreement that do not adversely affect the interests of any Holders, provided that any amendment made solely to conform the provisions of this Agreement to the description of the Units and the Purchase Contracts contained in the Units Prospectus will not be deemed to adversely affect the interests of the Holders.

Supplemental Agreements Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by a Board Resolution, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary at any time and from time to time, may enter into one or more agreements supplemental hereto, in form satisfactory to the Company and the Purchase Contract Agent, to: (a) evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Certificates; (b) evidence and provide for the acceptance of appointment hereunder by a successor Purchase Contract Agent, Collateral Agent, Securities Intermediary or Custodial Agent; (c) add to the covenants of the Company for the benefit of the Holders, or surrender any right or power herein conferred upon the Company, provided that such covenants or such surrender do not adversely affect the validity, perfection or priority of the Pledge created hereunder; (d) make provision with respect to the rights of Holders pursuant to and consistent with the requirements of Section 5.04(b5.04(b)(i); or; (e) except as provided for in Section 5.04, cure any ambiguityambiguity (or formal defect), to or correct or supplement any provisions herein that may be inconsistent with any other provision provisions herein, or to ; or (f) make such any other provisions in regard with respect to such matters or questions arising under this Agreement Agreement; provided that do such action shall not adversely affect the interests of the Holders in any Holdersmaterial respect; provided, provided further, that any amendment made solely to conform the provisions of this Agreement to the description of the HiMEDS Units and the Purchase Contracts contained in the Units Prospectus will not be deemed to adversely affect the interests of the Holders.

Supplemental Agreements Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by a Board Resolution, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary Trustee at any time and from time to time, may enter into one or more agreements supplemental hereto, in form satisfactory to the Company and the Purchase Contract Agent, to: (ai) evidence the succession of another Person to the Company’s obligations, and the assumption by any such successor of the covenants and obligations of the Company herein under this Agreement and in the CertificatesUnits and Separate Purchase Contracts, if any; (bii) add to the covenants for the benefit of Holders or to surrender any of the Company’s rights or powers hereunder; (iii) evidence and provide for the acceptance of appointment hereunder by of a successor Purchase Contract Agent, Collateral Agent, Securities Intermediary or Custodial Agent; (civ) add upon the occurrence of a Reorganization Event, solely (a) provide that each Purchase Contract shall become a contract to purchase Exchange Property and (b) effect the related changes to the covenants terms of the Company for the benefit of the HoldersPurchase Contracts, or surrender any right or power herein conferred upon the Companyin each case, as required pursuant to Section 5.02(a); (dv) make provision with respect conform the terms of the Purchase Contracts or the provisions of this Agreement to the rights “Description of Holders pursuant to the requirements Purchase Contracts” or “Description of Section 5.04(b); orthe Units” sections in the Prospectus Supplement; (evi) except as provided for in Section 5.04, cure any ambiguityambiguity or manifest error, to correct or supplement any provisions herein that may be inconsistent with any other provision hereininconsistent, or to make so long as such other provisions in regard to matters or questions arising under this Agreement that do action does not adversely affect the interests of any Holders, provided that any amendment made solely to conform the provisions of this Agreement to the description interest of the Units and the Purchase Contracts contained in the Units Prospectus will Holders; or (vii) make any other provisions with respect to such matters or questions, so long as such action does not be deemed to adversely affect the interests interest of the Holders.

Supplemental Agreements Without Consent of Holders. Without The Company, at its own expense, may from time to time and at any time amend, supplement or waive any provision of the Agreement Documents, without prior notice to or the consent of any HoldersHolder (but subject to the requirements of the next paragraph), the Company, when authorized by a Board Resolution, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary at any time and from time to time, may enter into for one or more agreements supplemental hereto, in form satisfactory to of the Company and the Purchase Contract Agent, tofollowing purposes: (a) evidence the succession of another Person to the Companycure any ambiguity, and the assumption by any such successor of the covenants of the Company herein and in the Certificatesomission, defect or inconsistency; (b) evidence and to provide for the acceptance assumption by a Successor Company of appointment hereunder the obligations of the Company under this Agreement and the Notes pursuant to Article 11 or to provide for the assumption by a successor Purchase Contract Agententity of the obligations of the Guarantors, Collateral Agentif any, Securities Intermediary or Custodial Agentunder this Agreement and its Note Guarantee pursuant to Article 16; (c) to add guarantees with respect to the Notes; (d) [reserved]; (e) to allow the Guarantors, if any, to execute a supplemental agreement and/or a Note Guarantee with respect to the Notes as may be required pursuant to this Agreement; (f) to add to the covenants or Events of Default of the Company for the benefit of the Holders, Holders or surrender any right or power herein conferred upon the CompanyCompany under the Agreement; (dg) to make provision with respect to any change that does not adversely affect the rights of Holders any Holder; (h) to adjust the Conversion Rate pursuant to and to the requirements extent provided by Article 14; (i) to provide for the issuance of Section 5.04(b)Additional Notes, PIK Notes, and PIK Payments in accordance with the limitations set forth in this Agreement insofar as the Company determined that a supplemental agreement is necessary or advisable for such purpose; (j) [reserved]; (k) [reserved]; or (el) except as provided for in Section 5.04, cure connection with any ambiguitySpecified Corporate Event, to correct or supplement any provisions herein provide that may be inconsistent with any other provision hereinthe Notes are convertible into Reference Property, or to and make such other provisions in regard related changes to matters the terms of the Notes to the extent expressly required by Section 14.08, Any such document reflecting the amendment, supplement or questions arising under this waiver to the applicable Agreement that do not adversely affect the interests of any Holders, provided that any amendment made solely to conform Document authorized by the provisions of this Agreement Section 10.01 may be executed by the Company without the consent of the Representative or of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02; provided that prior to executing any such document, the Company shall provide at least five Business Days’ advance written notice to the description Representative of the Units proposed amendment, supplement or waiver and shall consult in good faith with the Purchase Contracts contained Representative to ensure that any such amendment, supplement or waiver is in conformity with the Units Prospectus will not be deemed to adversely affect the interests requirements of the Holdersthis Agreement.

Supplemental Agreements Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by a Board Resolution, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary Intermediary, at any time and from time to time, may enter into one or more agreements supplemental hereto, in form satisfactory to the Company and Company, the Purchase Contract Agent and the Collateral Agent, the Custodial Agent and the Securities Intermediary, to: (a) evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and ’s obligations in the Certificatesaccordance with Article 9; (b) evidence and provide for the acceptance of appointment hereunder by a successor Purchase Contract Agent, Collateral Agent, Securities Intermediary or Custodial Agent; (c) add to the covenants of the Company for the benefit of the Holders, or surrender any right or power herein conferred upon the Company; (c) evidence and provide for the acceptance of appointment hereunder by a successor Purchase Contract Agent, Collateral Agent, Securities Intermediary or Custodial Agent in accordance with Article 7 or 15, as the case may be; (d) make provision with respect to the rights of Holders pursuant to the requirements of Section 5.04(b5.05(b)(i); or (e) except as provided for in Section 5.04, cure any ambiguity, ambiguity or to correct or supplement any provisions herein that may be inconsistent with any other provision herein, or to make such other provisions in regard to matters or questions arising under this Agreement that do not adversely affect the interests of any Holders; provided, provided that any amendment made solely to conform the provisions of this Agreement to the description of this Agreement, the Units and the Purchase Contracts contained in the Series A preliminary prospectus supplement dated June 24, 2014, relating to the Units Prospectus (including, without limitation, under the sections entitled “Description of the Equity Units”, “Description of the Purchase Contracts”, “Certain Provisions of the Purchase Contract and Pledge Agreement” and “Description of the Remarketable Subordinated Notes”), as supplemented and/or amended by the Term Sheet will not be deemed not to adversely affect the interests of the Holders.

Supplemental Agreements Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Stock Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary at any time and from time to time, may enter into one or more agreements supplemental hereto, in form satisfactory to the Company and the Stock Purchase Contract Agent, to: (a) evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Certificates; (b) evidence and provide for the acceptance of appointment hereunder by a successor Purchase Contract Agent, Collateral Agent, Securities Intermediary or Custodial Agent; (c) add to the covenants of the Company for the benefit of the Holders, or surrender any right or power herein conferred upon the Company; (c) evidence and provide for the acceptance of appointment hereunder by a successor Stock Purchase Contract Agent; (d) make provision with respect to the rights of Holders pursuant to the requirements of Section 5.04(b5.4(b); or; (e) except as provided for in Section 5.04, cure any ambiguity, to ambiguity (or formal defect) or correct or supplement any provisions herein that which may be inconsistent with any other provision provisions herein, or to provided that such action shall not adversely affect the interests of the Holders in any material respect; or (f) make such any other provisions in regard with respect to such matters or questions arising under this Agreement not inconsistent with the terms hereof, provided that do such action shall not adversely affect the interests of the Holders in any Holdersmaterial respect. Promptly following the entry into of any agreement supplemental hereto pursuant to this Section 8.1, the Company will give written notice to the Holders of such agreement, provided that any amendment made solely failure to conform give such notice shall not impair the provisions validity of this Agreement to the description of the Units and the Purchase Contracts contained in the Units Prospectus will not be deemed to adversely affect the interests of the Holderssuch agreement.

Supplemental Agreements Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by a Board Resolution, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary at any time and from time to time, may enter into one or more agreements supplemental hereto, in form satisfactory to the Company and the Purchase Contract Agent, to: (a) evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Certificates; (b) evidence and provide for the acceptance of appointment hereunder by a successor Purchase Contract Agent, Collateral Agent, Securities Intermediary or Custodial Agent; (c) add to the covenants of the Company for the benefit of the Holders, or surrender any right or power herein conferred upon the CompanyCompany provided that such covenants or such surrender do not adversely affect the validity, perfection or priority of the Pledge created hereunder; (d) make provision with respect to the rights of Holders pursuant to the requirements of Section 5.04(b); or (e) except as provided for in Section 5.04, cure any ambiguityambiguity (or formal defect), to or correct or supplement any provisions herein that may be inconsistent with any other provision hereinprovisions herein or with the description of the Units and the Purchase Contracts contained in the Prospectus, or to make such any other provisions in regard with respect to such matters or questions arising under this Agreement Agreement; provided that do such action shall not adversely affect the interests of the Holders in any Holders, material respect; provided further that any amendment made solely to conform the provisions of this Agreement to the description of the Units and the Purchase Contracts contained in the Units Prospectus will not be deemed to adversely affect the interests of the Holders.

Supplemental Agreements Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by a Board Resolution, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary Intermediary, at any time and from time to time, may enter into one or more agreements supplemental hereto, in form satisfactory to the Company and Company, the Purchase Contract Agent and the Collateral Agent, the Custodial Agent and the Securities Intermediary, to: (a) evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and ’s obligations in the Certificatesaccordance with Article 9; (b) evidence and provide for the acceptance of appointment hereunder by a successor Purchase Contract Agent, Collateral Agent, Securities Intermediary or Custodial Agent; (c) add to the covenants of the Company for the benefit of the Holders, or surrender any right or power herein conferred upon the Company; (c) evidence and provide for the acceptance of appointment hereunder by a successor Purchase Contract Agent, Collateral Agent, Securities Intermediary or Custodial Agent in accordance with Article 7 or 15, as the case may be; (d) make provision with respect to the rights of Holders pursuant to the requirements of Section 5.04(b5.05(b)(i); or (e) except as provided for in Section 5.04, cure any ambiguity, ambiguity or to correct or supplement any provisions herein that may be inconsistent with any other provision herein, or to make such other provisions in regard to matters or questions arising under this Agreement that do not adversely affect the interests of any Holders; provided, provided that any amendment made solely to conform the provisions of this Agreement to the description of this Agreement, the Units and the Purchase Contracts contained in the Series A preliminary prospectus supplement dated August 8, 2016, relating to the Units Prospectus (including, without limitation, under the sections entitled “Description of the Equity Units”, “Description of the Purchase Contracts”, “Certain Provisions of the Purchase Contract and Pledge Agreement” and “Description of the Remarketable Subordinated Notes”), as supplemented and/or amended by the Term Sheet will not be deemed not to adversely affect the interests of the Holders.

Supplemental Agreements Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by a Board Resolution, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary at any time and from time to time, may enter into one or more agreements supplemental hereto, in form satisfactory to the Company and the Purchase Contract Agent, to: (a) evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Certificates; (b) evidence and provide for the acceptance of appointment hereunder by a successor Purchase Contract Agent, Collateral Agent, Securities Intermediary or Custodial Agent; (c) add to the covenants of the Company for the benefit of the Holders, or surrender any right or power herein conferred upon the Company; (d) make provision with respect to the rights of Holders pursuant to the requirements of Section 5.04(b); or (e) except as provided for in Section 5.04, cure any ambiguity, to correct or supplement any provisions herein that may be inconsistent with any other provision herein, or to make such other provisions in regard to matters or questions arising under this Agreement that do not adversely affect the interests of any Holders, provided that any amendment made solely to conform the provisions of this Agreement to the description of the Equity Units and the Purchase Contracts contained in the Units Prospectus under the sections entitled “Description of the Equity Units,” “Description of the Purchase Contracts” and “Certain Provisions of the Purchase Contract and Pledge Agreement” will not be deemed to adversely affect the interests of the Holders.

Supplemental Agreements Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by a Board Resolution, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary at any time and from time to time, may enter into one or more agreements supplemental hereto, in form satisfactory to the Company and the Purchase Contract Agent, to: (a) evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Certificates; (b) evidence and provide for the acceptance of appointment hereunder by a successor Purchase Contract Agent, Collateral Agent, Securities Intermediary or Custodial Agent; (c) add to the covenants of the Company for the benefit of the Holders, or surrender any right or power herein conferred upon the Company; (d) make provision with respect to the rights of Holders pursuant to the requirements of Section 5.04(b5.05(b); or (e) except as provided for in Section 5.045.05, cure any ambiguity, to correct or supplement any provisions herein that may be inconsistent with any other provision herein, or to make such other provisions in regard to matters or questions arising under this Agreement that do not adversely affect the interests of any Holders, provided that any amendment made solely to conform the provisions of this Agreement to the description of the Units and the Purchase Contracts contained in the final prospectus supplement dated May 28, 2008, relating to the Units Prospectus under the sections entitled “Description of the Equity Units,” “Description of the Purchase Contracts” and “Certain Provisions of the Purchase Contract and Pledge Agreement” will not be deemed to adversely affect the interests of the Holders.

Supplemental Agreements Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by a Board Resolution, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary at any time and from time to time, may enter into one or more agreements supplemental hereto, in form satisfactory to the Company and the Purchase Contract Agent, to: (a) evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Certificates; (b) evidence and provide for the acceptance of appointment hereunder by a successor Purchase Contract Agent, Collateral Agent, Securities Intermediary or Custodial Agent; (c) add to the covenants of the Company for the benefit of the Holders, or surrender any right or power herein conferred upon the CompanyCompany provided that such covenants or such surrender do not adversely affect the validity, perfection or priority of the Pledge created hereunder; (d) make provision with respect to the rights of Holders pursuant to and consistent with the requirements of Section 5.04(b5.04(b)(i); or; (e) except as provided for in Section 5.04, cure any ambiguityambiguity (or formal defect), to or correct or supplement any provisions herein that may be inconsistent with any other provision provisions herein, ; or (f) or to make such any other provisions in regard with respect to such matters or questions arising under this Agreement Agreement; provided that do such action shall not adversely affect the interests of the Holders in any Holders, material respect; provided further that any amendment made solely to conform the provisions of this Agreement to the description of the HiMEDS Units and the Purchase Contracts contained in the Units Prospectus will not be deemed to adversely affect the interests of the Holders.

Supplemental Agreements Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by a Board Resolution, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary at any time and from time to time, may enter into one or more agreements supplemental hereto, in form satisfactory to the Company and the Purchase Contract Agent, to: (a) evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Certificates; (b) evidence and provide for the acceptance of appointment hereunder by a successor Purchase Contract Agent, Collateral Agent, Securities Intermediary or Custodial Agent; (c) add to the covenants of the Company for the benefit of the Holders, or surrender any right or power herein conferred upon the Company; (d) make provision with respect to the rights of Holders pursuant to the requirements of Section 5.04(b5.05(b); or (e) except as provided for in Section 5.045.05, cure any ambiguity, to correct or supplement any provisions herein that may be inconsistent with any other provision herein, or to make such other provisions in regard to matters or questions arising under this Agreement that do not adversely affect the interests of any Holders, provided that any amendment made solely to conform the provisions of this Agreement to the description of the Units and the Purchase Contracts contained in the final prospectus supplement dated May [•], 2008, relating to the Units Prospectus under the sections entitled “Description of the Equity Units,” “Description of the Purchase Contracts” and “Certain Provisions of the Purchase Contract and Pledge Agreement” will not be deemed to adversely affect the interests of the Holders.

Supplemental Agreements Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by a Board Resolution, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary at any time and from time to time, may enter into one or more agreements supplemental hereto, in form satisfactory to the Company and the Purchase Contract Agent, to: (a) : evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Certificates; (b) ; evidence and provide for the acceptance of appointment hereunder by a successor Purchase Contract Agent, Collateral Agent, Securities Intermediary or Custodial Agent; (c) ; add to the covenants of the Company for the benefit of the Holders, or surrender any right or power herein conferred upon the Company; (d) ; make provision with respect to the rights of Holders pursuant to the requirements of Section 5.04(b); or (e) or except as provided for in Section 5.04, cure any ambiguity, to correct or supplement any provisions herein that may be inconsistent with any other provision herein, or to make such other provisions in regard to matters or questions arising under this Agreement that do not adversely affect the interests of any Holders, provided that any amendment made solely to conform the provisions of this Agreement to the description of the Units and the Purchase Contracts contained in the Units Prospectus will not be deemed to adversely affect the interests of the Holders.