Common use of Supplemental Indenture with Consent of Debentureholders Clause in Contracts

Supplemental Indenture with Consent of Debentureholders. With the consent (evidenced as provided in Article 10) of the holders of at least a majority in aggregate principal amount of the Debentures at the time outstanding, the Company, when authorized by the resolutions of the Board of Directors, and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the holders of the Debentures; provided that no such supplemental indenture shall (i) extend the fixed maturity of any Debenture, or reduce the rate or extend the time of payment of Interest thereon, or reduce the principal amount thereof or premium, if any, thereon, or reduce any amount payable on redemption or repurchase thereof, or impair the right of any Debentureholder to institute suit for the payment thereof, or make the principal thereof or Interest or premium, if any, thereon payable in any coin or currency other than that provided in the Debentures, or change the obligation of the Company to redeem any Debenture on a Redemption Date in a manner adverse to the holders of Debentures, or change the obligation of the Company to repurchase any Debenture upon a Change of Control in a manner adverse to the holders of Debentures, or impair the right to convert the Debentures into Common Stock subject to the terms set forth herein, including Section 16.06, or reduce the number of shares of Common Stock or other property receivable upon conversion, in each case, without the consent of the holder of each Debenture so affected, or modify any of the provisions of this Section 12.02 or Section 8.07, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the holder of each Debenture so affected, or reduce the quorum or voting requirements set forth in Article 11 or (ii) reduce the aforesaid percentage of Debentures, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all Debentures then outstanding. Upon the written request of the Company, accompanied by a copy of the resolutions of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Debentureholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this 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 Debentureholders under this Section 12.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture with Consent of Debentureholders. With the consent (evidenced as provided in Article 10) of the holders of at least a majority in aggregate principal amount of the Debentures at the time outstandingOutstanding, the Company, when authorized by the resolutions of the Board of Directors, and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the holders of the Debentures; provided that no such supplemental indenture shall (i) extend the fixed maturity of any Debenture, or reduce the rate or extend the time of payment of Interest thereon, or reduce the principal amount thereof or premiumthereof, if any, thereon, or reduce any amount payable on upon redemption or repurchase thereof, or impair the right of any Debentureholder Debenture holder to institute suit for the payment thereof, or make the principal thereof or Interest or premium, if any, thereon payable in any coin or currency other than that provided in the Debentures, or change the rights granted to the holders in Section 17.01(c) of this Indenture, change the obligation of the Company to redeem any Debenture on a Redemption Date redemption date in a manner adverse to the holders of the Debentures, or change the obligation of the Company to repurchase any Debenture upon the happening of a Change of Control Designated Event in a manner adverse to the holders of the Debentures, or change the obligation of the Company to repurchase any Debenture on a Repurchase Date in a manner adverse to the holders of the Debentures, impair the right to convert the Debentures into Common Stock subject to the terms set forth hereinin the Indenture, including Section 16.0617.06 thereof, or reduce modify the number subordination provisions of shares this Indenture (including the definition of Common Stock or other property receivable upon conversion, Senior Indebtedness) in each case, a material respect in a manner adverse to the holder of Debentures without the consent of the holder of each Debenture so affected, reduce the number of shares of Common Stock or amount of other property receivable upon conversion of the Debentures, modify any of the provisions of this Section 12.02 or Section 8.078.07 thereof, except to increase any such percentage or to provide that certain other provisions of this the Indenture cannot be modified or waived without the consent of the holder of each Debenture so affected, change any obligation of the Company to maintain an office or agency in the places and for the purposes set forth in Section 6.01 thereof, or reduce the quorum or voting requirements set forth in Article 11 or (ii) reduce the aforesaid percentage of Debentures, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all Debentures then outstandingOutstanding. Upon the written request of the Company, accompanied by a copy of the resolutions of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Debentureholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this 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 Debentureholders under this Section 12.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture with Consent of Debentureholders. With the consent (evidenced as provided in Article 109) of the holders of at least a majority in aggregate principal amount Original Principal Amount of the Debentures at the time outstanding, the Company, when authorized by the resolutions of the Board of Directors, and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the holders of the Debentures; provided that no such supplemental indenture shall (i) extend the fixed maturity Stated Maturity of any Debenture, or reduce the rate or extend the time of for payment of Interest thereon, or reduce the principal amount Accreted Principal Amount thereof or premium, if any, thereonthe accretion rate on the debentures, or reduce any amount payable on redemption or repurchase thereof, or impair the right of any Debentureholder to institute suit for the payment thereof, or make the principal Accreted Principal Amount thereof or Interest or premium, if any, thereon payable in any coin or currency other than that provided in the Debentures, or change affect the obligation of the Company to redeem any Debenture on a Redemption Date in a manner adverse to the holders of Debentures, or change affect the obligation of the Company to repurchase any Debenture upon the happening of a Fundamental Change in a manner adverse to the holders of Control Debentures, or affect the obligation of the Company to repurchase any Debenture on a Company Repurchase Date in a manner adverse to the holders of Debentures, or impair the right to convert the Debentures into Common Stock, cash or a combination of cash and Common Stock subject to the terms set forth herein, including Section 16.0615.06, or reduce the number of shares of Common Stock Stock, the amount of cash or the amount of other property receivable upon conversion, in each case, without the consent of the holder of each Debenture so affected, or modify any of the provisions of this Section 12.02 11.02 or Section 8.077.07, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the holder of each Debenture so affected, or reduce the quorum or voting requirements set forth in Article 11 10 or (ii) reduce the aforesaid percentage in Original Principal Amount of Debentures, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all Debentures then outstanding. Upon the written request of the Company, accompanied by a copy of the resolutions of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Debentureholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this 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 Debentureholders under this Section 12.02 11.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture with Consent of Debentureholders. With the consent (evidenced as provided in Article 10) of the holders of at least a majority in aggregate principal amount of the Debentures at the time outstandingOutstanding, the CompanyCompany and the Subsidiary Guarantors, when authorized by the resolutions of the their Board of Directors, and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the holders of the Debentures; provided that that, without the consent of the holders of all Debentures then Outstanding, no such supplemental indenture shall (ia) extend the fixed maturity of any Debenture, or (b) reduce the rate or extend the time of for payment of Interest or Additional Amounts thereon, or (c) reduce the principal amount thereof or premiumthereof, if any, thereon, or (d) reduce any amount payable on upon redemption or repurchase thereof, (e) change the obligation of the Company to redeem any Debenture on a redemption date in a manner adverse to the holders of the Debentures, (f) change the obligation of the Company to repurchase any Debenture on a Repurchase Date in a manner adverse to the holders of the Debentures, (g) reduce the amount of the Additional Shares or otherwise impair the right of a holder to receive the Additional Shares due on any Debenture, (h) change the obligation of the Company to repurchase any Debenture upon the happening of a Designated Event in a manner adverse to the holders of the Debentures, (i) impair the right of any Debentureholder Debenture holder to institute suit for the payment thereof, or (j) make the principal thereof thereof, Interest thereon, or Interest or premiumAdditional Amounts thereon, if any, thereon payable in any coin or currency other than that provided in the Debentures, or change the obligation of the Company to redeem any Debenture on a Redemption Date in a manner adverse to the holders of Debentures, or change the obligation of the Company to repurchase any Debenture upon a Change of Control in a manner adverse to the holders of Debentures, or (k) impair the right of any Debentureholder to convert the Debentures into Common Stock subject to the terms set forth herein, including Section 16.06, any Debenture or reduce the amount of cash, the number of shares of Common Stock or amount of other property receivable upon conversion, in each case, without the consent conversion of the holder Debentures, (l) reduce the quorum or voting requirements set forth in Article 11, (m) release any Subsidiary Guarantor from any of each Debenture so affectedits obligations under its Subsidiary Guarantee or this Indenture, or except in accordance with the terms of this Indenture, (n) modify any of the provisions of this Section 12.02 or Section 8.07, except to increase any such percentage or to provide that certain other provisions of this the Indenture cannot be modified or waived without the consent of the holder of each Debenture so affected, or reduce the quorum or voting requirements set forth in Article 11 affected or (iio) reduce the aforesaid percentage of Debentures, the holders of which are required to consent to any such supplemental indenture. Notwithstanding the foregoing, with the consent of the holders of at least 25% in aggregate principal amount of the Debentures at the time Outstanding, the Company and the Subsidiary Guarantors, when authorized by the resolutions of the Board of Directors, and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of modifying Section 17.02 such that, from and after the date of such modification or amendment, the Company shall have the ability to satisfy the Principal Return upon conversion of a Debenture in cash, Common Stock or any combination thereof; provided, however, that the Company may, without the consent of the holders, (i) increase the percentage of such holders required to approve the amendment or modification set forth in this paragraph or (ii) eliminate the Company's right to implement any such amendment or modification. In addition, the provisions of Article 4 may not be amended or modified in a manner adverse to the holders of the Debentures without the consent of the holders of all at least 75% in aggregate principal amount of the Debentures then outstandingthen-Outstanding. Notwithstanding the foregoing, no amendment or modification of the Indenture may occur that amends or modifies, or otherwise adversely affects the rights of the holders of Senior Indebtedness under Article 4, without the prior written consent of the holders of such Senior Indebtedness or the agent therefor acting on their behalf. Upon the written request of the Company, accompanied by a copy of the resolutions of the Board of Directors of the Company certified by its Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Debentureholders as aforesaid, the Trustee shall join with the Company and any Subsidiary Guarantor in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Debentureholders under this Section 12.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture with Consent of Debentureholders. With the consent (evidenced as provided in Article 10) 8) of the holders of at least a majority in aggregate principal amount of the Debentures at the time outstandingoutstanding determined in accordance with Section 8.04, the Company, when authorized by the resolutions of the Board of Directors, Guarantors and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the holders of the Debentures; provided that without the consent of each Debentureholder affected thereby no such supplemental indenture shall (i) extend the fixed maturity Stated Maturity of any Debenture, or reduce the stated rate or extend the stated time of for payment of Interest thereoninterest on any Debenture, or reduce the principal amount thereof or premium, if any, thereonof any Debenture, or reduce any amount payable on redemption or repurchase thereofof any Debenture or change the time at which any Debenture may be redeemed or repurchased, or impair the right of any Debentureholder to receive payment of principal of and interest on such holder's Debentures on or after the due dates therefor or to institute suit for the enforcement of any payment thereofon or with respect to such holder's Debentures, or make the principal thereof of or Interest or premium, if any, thereon interest on any Debenture payable in any coin or currency other than that provided in the Debentures, or change affect the obligation of the Company to redeem any Debenture on a Redemption Date in a manner adverse to the holders of Debenturessuch Debentureholder, or change affect the obligation of the Company to repurchase any Debenture upon the happening of a Fundamental Change of Control in a manner adverse to such Debentureholder, or affect the holders obligation of Debenturesthe Company to repurchase any Debenture on a Company Repurchase Date in a manner adverse to such Debentureholder, or impair the right to convert the Debentures into shares of Common Stock subject to the terms set forth herein, including Section 16.0615.06, or reduce the number of shares of Common Stock or other property receivable upon conversion, in each case, without the consent of the holder of each Debenture so affected, or modify any of the provisions of this Section 12.02 Article 10 or Section 8.076.07, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the holder of each Debenture so affected, or change any obligation of the Company to maintain an office or agency in the places and for the purposes set forth in Section 4.02, reduce the quorum or voting requirements set forth in Article 11 9 or modify any Debenture Guarantee in any manner adverse to the holders or (ii) reduce the aforesaid percentage of Debentures, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all Debentures then outstanding. Upon the written request of the Company, accompanied by a copy of the resolutions of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Debentureholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this 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 Debentureholders under this Section 12.02 10.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. After a supplemental indenture under this Section 10.02 becomes effective, the Company shall mail to Debentureholders a notice briefly describing such supplemental indenture. The failure to give such notice to all Debentureholders, or any defect therein, shall not impair or affect the validity of a supplemental indenture under this Section 10.02.

Supplemental Indenture with Consent of Debentureholders. With the consent (evidenced as provided in Article 10) 8) of the holders of at least a majority in aggregate principal amount of the Debentures at the time outstandingoutstanding determined in accordance with Section 8.04, the Company, when authorized by the resolutions of the Board of Directors, Company and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the holders of the Debentures; provided that without the consent of each Debentureholder affected thereby no such supplemental indenture shall (i) change the provisions of this Article 10 or reduce the percentage of Debentures, the holders of which are required to consent to any such supplemental indenture, (ii) reduce the stated rate or extend the fixed maturity stated time for payment of interest on any Debenture, (iii) reduce the principal amount of any Debenture or change the Stated Maturity of any Debenture, or reduce the rate or extend the time of payment of Interest thereon, or reduce the principal amount thereof or premium, if any, thereon, or reduce any amount payable on redemption or repurchase thereof, or impair the right of any Debentureholder to institute suit for the payment thereof, or make the principal thereof or Interest or premium, if any, thereon payable in any coin or currency other than that provided in the Debentures, or change (iv) affect the obligation of the Company to redeem any Debenture on a Redemption Date in a manner adverse to such Debentureholder, (v) affect the holders obligation of Debenturesthe Company to repurchase any Debenture on a Company Repurchase Date in a manner adverse to such Debentureholder, or change (vi) affect the obligation of the Company to repurchase any Debenture upon the happening of a Fundamental Change of Control in a manner adverse to such Debentureholder, (vii) reduce any amount payable on redemption or repurchase of any Debenture or change the holders time at which any Debenture may be redeemed or repurchased, (viii) make the principal of or interest on any Debenture payable in any coin or currency other than that provided in the Debentures, or (ix) impair the right to convert the Debentures into shares of Common Stock subject to the terms set forth herein, including Section 16.0615.06, or reduce the number of shares of Common Stock or other property receivable upon conversionconversion other than an expressly contemplated by Section 15.05, in each case(x) impair the right of any Debentureholder to receive payment of principal of and interest on such holder’s Debentures on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s Debentures, without the consent of the holder of each Debenture so affected, or modify (xi) make any of change to the provisions of this Section 12.02 or Section 8.076.07, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the holder of each Debenture so affected, (xii) change any obligation of the Company to maintain an office or agency in the places and for the purposes set forth in Section 4.02, or (xiii) reduce the quorum or voting requirements set forth in Article 11 or (ii) reduce the aforesaid percentage of Debentures, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all Debentures then outstanding9. Upon the written request of the Company, accompanied by a copy of the resolutions of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Debentureholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture 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 Debentureholders under this Section 12.02 10.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. After a supplemental indenture under this Section 10.02 becomes effective, the Company shall mail to Debentureholders a notice briefly describing such supplemental indenture. The failure to give such notice to all Debentureholders, or any defect therein, shall not impair or affect the validity of a supplemental indenture under this Section 10.02.

Supplemental Indenture with Consent of Debentureholders. With the consent (evidenced as provided in Article 109) of the holders of at least a majority in aggregate principal amount of the Debentures at the time outstanding, the Company, when authorized by the resolutions of the Board of Directors, and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the holders of the Debentures; provided that no such supplemental indenture shall (i) extend the fixed maturity Stated Maturity of any Debenture, or reduce the rate or extend the time of for payment of Interest thereon, or reduce the principal amount thereof or premium, if any, thereonthereof, or reduce any amount payable on redemption or repurchase thereof, or impair the right of any Debentureholder to institute suit for the payment thereof, or make the principal thereof or Interest or premium, if any, thereon payable in any coin or currency other than that provided in the Debentures, or change affect the obligation of the Company to redeem any Debenture on a Redemption Date in a manner adverse to the holders of Debentures, or change affect the obligation of the Company to repurchase any Debenture upon the happening of a Fundamental Change in a manner adverse to the holders of Control Debentures, or affect the obligation of the Company to repurchase any Debenture on a Company Repurchase Date in a manner adverse to the holders of Debentures, or impair the right to convert the Debentures into Common Stock subject to the terms set forth herein, including Section 16.0615.06, or reduce the number of shares of Common Stock Stock, the amount of cash or the amount of other property receivable upon conversion, in each case, without the consent of the holder of each Debenture so affected, or modify any of the provisions of this Section 12.02 11.02 or Section 8.077.07, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the holder of each Debenture so affected, or change any obligation of the Company to maintain an office or agency in the places and for the purposes set forth in Section 5.02, or reduce the quorum or voting requirements set forth in Article 11 10 or (ii) reduce the aforesaid percentage of Debentures, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all Debentures then outstanding. Upon the written request of the Company, accompanied by a copy of the resolutions of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Debentureholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this 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 Debentureholders under this Section 12.02 11.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture with Consent of Debentureholders. With the consent (evidenced as provided in Article 10) of the holders of at least a majority in aggregate principal amount of the Debentures at the time outstandingOutstanding, the Company, when authorized by the resolutions of the Board of Directors, and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the holders of the Debentures; provided that no such supplemental indenture shall (i) extend the fixed maturity of any Debenture, or reduce the rate or extend the time of payment of Interest thereon, or reduce the principal amount thereof or premiumthereof, if any, thereon, or reduce any amount payable on upon redemption or repurchase thereof, or impair the right of any Debentureholder Debenture holder to institute suit for the payment thereof, or make the principal thereof or Interest or thereof, premium, if any, or Interest thereon payable in any coin or currency other than that provided in the Debentures, or change the obligation of the Company to redeem any Debenture on a Redemption Date redemption date in a manner adverse to the holders of the Debentures, or change the obligation of the Company to repurchase any Debenture upon the happening of a Change of Control Designated Event in a manner adverse to the holders of the Debentures, or change the obligation of the Company to repurchase any Debenture on a Repurchase Date in a manner adverse to the holders of the Debentures, impair the right to convert the Debentures into Common Stock subject to the terms set forth hereinin the Indenture, including Section 16.0617.06 thereof, or reduce the number of shares of Common Stock or amount of other property receivable upon conversionconversion of the Debentures, modify the subordination provisions of this Indenture (including the definition of Senior Indebtedness) in each case, a material respect in a manner adverse to the holder of Debentures without the consent of the holder of each Debenture so affected, or modify any of the provisions of this Section 12.02 or Section 8.07, 8.07 thereof (except to increase any such percentage or to provide that certain other provisions of this the Indenture cannot be modified or waived without the consent of the holder of each Debenture so affected), or reduce the quorum or voting requirements set forth in Article 11 or (ii) reduce the aforesaid percentage of Debentures, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all Debentures then outstandingOutstanding. Upon the written request of the Company, accompanied by a copy of the resolutions of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Debentureholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this 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 Debentureholders under this Section 12.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture with Consent of Debentureholders. With the consent (evidenced as provided in Article 109) of the holders of at least a majority in aggregate principal amount of the Debentures at the time outstanding, the Company, when authorized by the resolutions of the Board of Directors, and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the holders of the Debentures; provided that no such supplemental indenture shall (i) extend the fixed maturity Stated Maturity of any Debenture, or reduce the rate or extend the time of for payment of Interest thereon, or reduce the principal amount thereof or premium, if any, thereonthereof, or reduce any amount payable on redemption or repurchase thereof, or impair the right of any Debentureholder to institute suit for the payment thereof, or make the principal thereof or Interest or premium, if any, thereon payable in any coin or currency other than that provided in the Debentures, or change affect the obligation of the Company to redeem any Debenture on a Redemption Date in a manner adverse to the holders of Debentures, or change affect the obligation of the Company to repurchase any Debenture upon the happening of a Fundamental Change in a manner adverse to the holders of Control Debentures, or affect the obligation of the Company to repurchase any Debenture on a Company Repurchase Date in a manner adverse to the holders of Debentures, or impair the right to convert the Debentures into Common Stock subject to the terms set forth herein, including Section 16.0615.05(b), or reduce the number of shares of Common Stock Stock, the amount of cash or the amount of other property receivable upon conversion, in each case, without the consent of the holder of each Debenture so affected, or modify any of the provisions of this Section 12.02 11.02 or Section 8.077.07, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the holder of each Debenture so affected, or reduce the quorum or voting requirements set forth in Article 11 or (ii) reduce the aforesaid percentage of Debentures, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all Debentures then outstanding. Upon the written request of the Company, accompanied by a copy of the resolutions of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Debentureholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this 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 Debentureholders under this Section 12.02 11.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture with Consent of Debentureholders. With the consent (evidenced as provided in Article 10) of the holders of at least a majority in aggregate principal amount of the Debentures at the time outstanding, the Company, when authorized by the resolutions of the Board of Directors, and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the holders of the Debentures; provided that no such supplemental indenture shall (i) extend the fixed maturity of any Debenture, or reduce the rate or extend the time of payment of Interest interest thereon, or reduce the principal amount thereof or premium, if any, thereon, or reduce any amount payable on redemption or repurchase thereof, or impair the right of any Debentureholder to institute suit for the payment thereof, or make the principal thereof or Interest interest or premium, if any, thereon payable in any coin or currency other than that provided in the Debentures, or change the obligation of the Company to redeem any Debenture on a Redemption Date redemption date in a manner adverse to the holders of Debentures, or change the obligation of the Company to redeem any Debenture upon the happening of a Fundamental Change in a manner adverse to the holders of Debentures, or change the obligation of the Company to repurchase any Debenture upon on a Change of Control Repurchase Date in a manner adverse to the holders of Debentures, or impair the right to convert the Debentures into Common Stock subject to the terms set forth herein, including Section 16.06, or reduce the number of shares of Common Stock or other property receivable upon conversion, in each case, without the consent of the holder of each Debenture so affected, or modify any of the provisions of this Section 12.02 or Section 8.07, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the holder of each Debenture so affected, or change any obligation of the Company to maintain an office or agency in the places and for the purposes set forth in Section 6.01, or reduce the quorum or voting requirements set forth in Article 11 or (ii) reduce the aforesaid percentage of Debentures, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all Debentures then outstanding. Upon the written request of the Company, accompanied by a copy of the resolutions of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Debentureholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture 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 Debentureholders under this Section 12.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture with Consent of Debentureholders. With the consent (evidenced as provided in Article 10) 8) of the holders of at least a majority in aggregate principal amount of the Debentures at the time outstandingoutstanding hereunder determined in accordance with Section 8.04, the Company, when authorized by the resolutions of the Board of Directors, and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the holders of the Debentures; provided that no such supplemental indenture shall (i) extend the fixed maturity Stated Maturity of any Debenture, or reduce the rate or extend the time of payment of Interest interest thereon, or reduce the principal amount thereof or premium, if any, thereonthereof, or reduce any amount payable on redemption or repurchase thereofthereof or change the time at which any Debenture may be redeemed or repurchased, or impair the right of any Debentureholder to institute suit for the payment thereof, or make the principal thereof or Interest or premium, if any, interest thereon payable in any coin or currency other than that provided in the Debentures, or change affect the obligation of the Company to redeem any Debenture on a Redemption Date in a manner adverse to the holders of Debentures, or change affect the obligation of the Company to repurchase any Debenture upon the happening of a Fundamental Change in a manner adverse to the holders of Control Debentures, or affect the obligation of the Company to repurchase any Debenture on a Company Repurchase Date in a manner adverse to the holders of Debentures, or impair the right to convert the Debentures into shares of Common Stock subject to the terms set forth herein, including Section 16.0615.06, or reduce the number of shares of Common Stock or other property receivable upon conversion, in each case, without the consent of the holder of each Debenture so affected, or modify any of the provisions of this Section 12.02 10.02 or Section 8.076.07, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the holder of each Debenture so affected, or change any obligation of the Company to maintain an office or agency in the places and for the purposes set forth in Section 4.02, reduce the quorum or voting requirements set forth in Article 11 9 or modify the Debenture Guarantee in any manner adverse to the holders or (ii) reduce the aforesaid percentage of Debentures, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all Debentures then outstanding. Upon the written request of the Company, accompanied by a copy of the resolutions of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Debentureholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this 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 Debentureholders under this Section 12.02 10.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture with Consent of Debentureholders. (a) With the consent (evidenced as provided in Article 10) of the holders of at least (i) not less than a majority in aggregate principal amount of the Debentures at the time Outstanding and (ii) so long as any Debentures are held by the Property Trustee, the holders of not less than a majority in aggregate Liquidation Preference of the Common Securities and Preferred Securities at the time outstanding, voting together as a single class, or, in the event that an Event of Default has occurred and is continuing, the holders of not less than a majority in aggregate Liquidation Preference of the Preferred Securities at the time outstanding, the Company, when authorized by the resolutions of the Board of Directors, and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the holders of the Debentures; provided provided, however, that no such supplemental indenture shall (i) extend the fixed maturity of any Debenture, or reduce the rate or extend the time of payment of Interest thereoninterest thereon (other than pursuant to Article 4 hereof), or reduce the principal amount thereof or premium, if any, thereon, or reduce any amount payable on redemption or repurchase thereof, or impair the right of any Debentureholder to institute suit for the payment thereof, or make the principal thereof or Interest interest or premium, if any, thereon payable in any coin or currency other than that provided in the Debentures, or change the any obligation of the Company to redeem any Debenture on upon the happening of a Redemption Date Change of Control or otherwise in a manner adverse to the holders of Debentures, or change the obligation of the Company to repurchase any Debenture upon a Change of Control in a manner adverse to the holders holder of Debentures, or impair the right to convert the Debentures into Common Stock subject pursuant to the terms set forth herein, including Section 16.06, or reduce the number of shares of Common Stock or other property receivable upon conversion, in each case, without the consent of the holder of each Debenture so affected, or modify any of the provisions of this Section 12.02 or Section 8.07, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the holder of each Debenture so affected, or reduce the quorum or voting requirements set forth in Article 11 or (ii) reduce the aforesaid percentage of DebenturesDebentures or Preferred Securities and Common Securities, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all Debentures then Outstanding or Preferred Securities and Common Securities then outstanding. Upon , as the written request of the Company, accompanied by a copy of the resolutions of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Debentureholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this 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 Debentureholders under this Section 12.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereofbe.