Common use of Supplemental Indenture With Consent of Holders Clause in Contracts

Supplemental Indenture With Consent of Holders. With the consent (evidenced as provided in Article 8 hereof) of the Holders of not less than a majority in aggregate principal amount of the Notes of each series at the time outstanding, the Issuer, the Guarantor and the Trustee may, from time to time and at any time, enter into a Supplemental Indenture 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 modifying in any manner the rights of the Holders of the Notes; provided, that no such supplemental indenture shall, without the consent of the Holder of each Note affected thereby: (a) change the Stated Maturity of the principal of or any installment of interest on the Notes, reduce the principal amount of, or the rate or amount of interest on, or any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the Holder of the Notes, change the place of payment, or the coin or currency, for payment of principal of or interest on any Note or impair the right to institute suit for the enforcement of any payment on or with respect to the Notes; (b) reduce the percentage in principal amount of the outstanding Notes necessary to modify or amend this Indenture, to waive compliance with certain provisions of this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor (except as provided in Section 15.04) in respect of the due and punctual payments of principal and interest; or (d) modify any of this Section 9.02 or 6.07 hereof or any of the provisions relating to the waiver of certain past Defaults or certain covenants, except to increase the required percentage to effect the action or to provide that certain other provisions may not be modified or waived without the consent of the Holders of the Notes. Upon the written request of the Issuer, accompanied by a copy of the resolutions of the General Partner authorizing the execution of any Supplemental Indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the 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 Noteholders under this Section 9.02 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 Holders. With the consent (evidenced as provided in Article 8 hereof) of the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes and other Securities of each series at affected by such supplemental indenture, by Act of such Holders delivered to the time outstandingCompany and the Trustee, the IssuerCompany, the Guarantor when authorized by a Board Resolution, and the Trustee may, from time to time and at any time, may enter into a Supplemental Indenture supplemental indenture or indentures for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or modifying in any manner the rights of the Holders of as applicable to the Notes; provided, however, that no such supplemental indenture entered into pursuant to this Section 9.2 shall, without the consent of the Holder of each Note Outstanding Security affected therebyby such supplemental indenture: (a) change the Stated Maturity or due date of the principal of or any installment of interest payable on the Notes, Notes or change any Place of Payment where or the currency in which such principal or interest is payable; (b) reduce the principal amount of, of or the rate or amount of interest on, or any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the Holder of the Notes, change the place of payment, or the coin or currency, for payment of principal of or interest on any Note or ; (c) impair the right to institute suit for the enforcement of any payment on or with respect to the Notes; (bd) reduce the percentage in principal amount of the outstanding Notes necessary Outstanding Notes, the consent of the Holders of which is required (1) to modify or amend this Indenture, or (2) to waive compliance with certain the provisions of or defaults under this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth for in this Indenture; (ce) modify any of the provisions of this Section, Section 5.13 of the Base Indenture, or Section 10.8 of the Base Indenture, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each affected Outstanding Note, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Section 6.11(b) of the Base Indenture and Section 9.1(b) hereof; (f) modify any of the provisions of this Indenture with respect to the subordination of any Note or of any series of Securities issued under the Base Indenture in a manner adverse to the Holders or adverse to the capital treatment of the Notes, except to clarify ambiguities or to meet regulatory requirements for the Notes to qualify as Tier 2 capital or the equivalent for bank regulatory purposes; or (g) modify or affect in any manner adverse to the Holders of the Notes the terms and conditions of the obligations obligation of the Issuer or the Guarantor (except as provided in Section 15.04) Company in respect of the due and punctual payments of principal and interest; or (d) modify any of this Section 9.02 or 6.07 hereof or any payment of the provisions relating to the waiver principal of certain past Defaults or certain covenants, except to increase the required percentage to effect the action premium or to provide that certain other provisions may not be modified or waived without the consent of the Holders of interest on the Notes. Upon the written request of the Issuer, accompanied by a copy of the resolutions of the General Partner authorizing the execution of any Supplemental Indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the 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 Noteholders under this Section 9.02 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 Holders. With the consent (evidenced as provided in Article 8 hereof) of the Holders of not less than a majority in aggregate principal amount of the Notes Securities of each all series at then Outstanding under this Indenture, considered as one class, by Act of said Holders delivered to the time outstandingCompany, ELI and the Trustee, the IssuerCompany and ELI, the Guarantor and the Trustee when auxxxrized by a Board Resolution, may, from time and xxe Trustee, subject to time Sections 11.03 and at any time11.04, shall, enter into a Supplemental Indenture an indenture or indentures supplemental hereto for the purpose of adding any provisions to to, or changing in any manner or eliminating any of the provisions of, this Indenture; provided, however, that if there shall be Securities of this Indenture or any more than one series Outstanding hereunder and if a proposed supplemental indenture or modifying in any manner shall directly affect the rights of the Holders of Securities of one or more, but less than all, of such series, then the Notesconsent only of the Holders of a majority in aggregate principal amount of the Outstanding Securities of all series so directly affected, considered as one class, shall be required; and provided, further, that no such supplemental indenture shall, without the consent of the Holder of each Note Outstanding Security or coupon of each series directly affected thereby: (a) change the Stated Maturity of the principal of of, or any installment of interest on the Notes, reduce the principal amount of, or the rate or amount of interest on, or any Installment Payment Date, or the dates or circumstances of payment of premium, if any, on, any Security, or reduce the principal amount thereof or the interest thereon or any premium payable on upon the redemption of, the Notesthereof, or adversely affect any right of repayment of the Holder of the Notes, change the place of paymentpayment where, or the coin or currencycurrency in which, for payment of principal of any Security or the premium, if any, or the interest on any Note thereon is payable, or impair the right to institute suit for the enforcement of any such payment of principal or interest on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date) or such payment of premium, if any, on or after the date such premium becomes due and payable or change the dates or the amounts of payments to be made through the operation of a Sinking Fund or through installment payments of principal in respect of such Securities, or (b) permit the creation of any lien prior to or, except with respect to additional series of Securities issued in accordance with the Notes;terms of this Indenture, pari passu with the Lien of this Indenture with respect to any of the Pledged Property, or terminate the Lien of this Indenture on any Pledged Property (except in each case as permitted by, and pursuant to, Article Four) or deprive any Holder of the security afforded by the Lien of this Indenture, or (bc) reduce the percentage in principal amount of the outstanding Notes necessary to modify Outstanding Securities, the consent of whose Holders is required for any such supplemental indenture, or amend this Indenture, to waive the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences consequences) provided for in this Indenture, or to reduce the requirements of Section 13.04 for quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor (except as provided in Section 15.04) in respect of the due and punctual payments of principal and interest; voting, or (d) modify any of the provisions of this Section 9.02 or 6.07 hereof or any of the provisions relating to the waiver of certain past Defaults or certain covenantsSection 8.08, except to increase the required any percentage or percentages referred to effect the action in this Section or to provide that certain other provisions may of this Indenture cannot be modified or waived without the consent of the Holder of each Security affected thereby. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of the Notes. Upon the written request of the Issuer, accompanied by a copy of the resolutions of the General Partner authorizing the execution of any Supplemental Indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor in the execution Securities of such supplemental indenture unless series with respect to such supplemental indenture affects covenant or other provision, shall be deemed not to affect the Trustee’s own rights, duties or immunities rights 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 Noteholders under this Section 9.02 to approve the particular form Holders of Securities of any proposed Supplemental Indenture, but it shall be sufficient if such consent shall approve the substance thereofother series.

Supplemental Indenture With Consent of Holders. (a) With the consent (evidenced as provided in Article 8 hereof) of the Holders of not less than Notes representing at least a majority in aggregate principal amount of all Outstanding Notes affected by such supplemental indenture, by Act of said Holders delivered to the Notes of each series at Company and the time outstandingIndenture Trustee, the Issuer, the Guarantor Company and the Indenture Trustee may, from time may enter one or more indentures supplemental hereto in form satisfactory to time and at any time, enter into a Supplemental the Indenture Trustee for the purpose of adding any provisions to to, or changing in any manner manner, or eliminating any of the provisions of, this Indenture, or of this Indenture or any supplemental indenture or modifying in any manner the rights of the such affected Holders of the Notesunder this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Note affected thereby: (ai) change the Stated Maturity Date of the principal of, or the time of or any installment payment of interest on the Noteson, any such Note; (ii) reduce the principal amount of, or the rate or amount of interest on, on or any premium payable on redemption ofon, the Notes, or adversely affect any right such Note; (iii) change any Place of repayment of the Holder of the Notes, change the place of paymentPayment where, or the coin or currencycurrency in which the principal of, for payment of principal of premium, if any, or interest on on, any such Note is payable; (iv) change the Company's obligations or those of any successor's, if any, to make payments pursuant to Section 3.12; (v) impair or affect the right of any such Holder to institute suit for the enforcement of any payment on or with respect to the such Notes; (bvi) reduce the percentage in of the aggregate principal amount of Outstanding Notes of the outstanding Notes necessary to modify affected series, the consent of the Holders of which is required for any supplemental indenture, or amend this Indenture, to waive compliance with certain provisions the consent of this Indenture or certain the Holders of which is required for any waiver of defaults hereunder and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth for in this Indenture; (cvii) modify any of the provisions of this Section 8.02 or similar provisions, except to increase any percentage specified herein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note of the affected series; (viii) modify or alter the definition of the term "Outstanding" herein; or (ix) modify or affect in any manner adverse to the Holders interest of any such Holder the terms and conditions of the obligations of the Issuer or the Guarantor (except as provided in Section 15.04) in respect of Company regarding the due and punctual payments payment of the principal and interest; orof or interest on, or any other amounts due with respect to, such Notes. (db) modify any of this Section 9.02 or 6.07 hereof or any of the provisions relating to the waiver of certain past Defaults or certain covenants, except to increase the required percentage to effect the action or to provide that certain other provisions may not be modified or waived without the consent of the Holders of the Notes. Upon the written request of the Issuer, accompanied by a copy of the resolutions of the General Partner authorizing the execution of any Supplemental Indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this The Indenture or otherwise, in which case the Trustee may in its discretiondiscretion determine whether or not any Notes of one or more series would be affected by any supplemental indenture (and may receive and conclusively rely upon an Opinion of Counsel in doing so) and any such determination shall be conclusive upon all Holders of such series, but whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be obligated to, enter into liable for any such supplemental indenturedetermination made in good faith. It shall not be necessary for the consent any Act of the Noteholders Holders under this Section 9.02 8.02 to approve the particular form of any proposed Supplemental Indenturesupplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by each of the Company and the Indenture Trustee of any supplemental indenture pursuant to this Section 8.02, the Company shall mail to the Holders of the Notes affected thereby a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indenture With Consent of Holders. With the consent (evidenced as provided in Article 8 hereof) of the Holders of not less than a majority in aggregate principal amount of the Notes then Outstanding by Act of each series at the time outstanding, the Issuer, the Guarantor said Holders delivered to Funding Corp. and the Trustee Trustee, Funding Corp., when authorized by a Board Resolution, may, from time and the Trustee, subject to time Section 11.3 and at any time11.4, shall, enter into a Supplemental Indenture 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 of, this Indenture or any supplemental indenture or modifying in any manner the rights of the Holders of the NotesIndenture; provided, however, that no such supplemental indenture indenture, and no amendment or supplement to any Financing Document as provided in Section 11.1, shall, without the consent of the Holder of each outstanding Note directly affected thereby:, (a) change the Stated Maturity of any Note (or, if the principal thereof is payable in installments, the Stated Maturity of any such installment), or of any installment payment of interest on thereon, or the Notesdates or circumstances of payment of any Note, reduce or change the principal amount ofthereof or the interest thereon upon the redemption thereof, or the rate or amount of interest on, or any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the Holder of the Notes, change the place of paymentpayment where, or the coin or currencycurrency in which, for payment of principal of or interest on any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment of principal or interest on or with after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date) or change the dates or the amounts of payments to be made through the operation of the installment payments or Sections 2.3(b) or 6.3 of this Indenture in respect to the of such Notes;; or (b) release or terminate the Liens securing this Indenture on all or substantially all Indenture Collateral or permit the creation of any Lien (except for Permitted Liens) prior to or pari passu with the Liens of this Indenture on the Indenture Accounts or release or terminate the Liens of this Indenture on the Indenture Accounts; or (c) reduce the percentage in principal amount of the outstanding Notes necessary to modify Outstanding Notes, the consent of whose Holders is required for any such supplemental indenture, or amend this Indenture, to waive the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences consequences) provided for in this Indenture, or to reduce the requirements of Section 13.4 for quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor (except as provided in Section 15.04) in respect of the due and punctual payments of principal and interestvoting; or (d) modify any of this Section 9.02 or 6.07 hereof or any of the provisions relating to the waiver of certain past Defaults Section 8.2 or certain covenants, Section 8.7 (except to increase the percentage of the principal amount of the Outstanding Notes required percentage to effect the action waive past defaults) or of this Section 11.2 (except to provide that certain other provisions may of this Indenture cannot be modified or waived without the consent of the Holders Holder of the Notes. Upon the written request of the Issuer, accompanied by a copy of the resolutions of the General Partner authorizing the execution of any Supplemental Indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the 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 Noteholders under this Section 9.02 to approve the particular form of any proposed Supplemental Indenture, but it shall be sufficient if such consent shall approve the substance thereofeach Note affected thereby).

Supplemental Indenture With Consent of Holders. With the consent of the Majority Holders of Notes of all series then Outstanding, considered as one class, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution (evidenced as provided a copy of which shall be delivered to the Trustee), may, and the Trustee, subject to Sections 11.3 and 11.4, shall, enter into an indenture or indentures supplemental hereto for the purpose of adding any mutually agreeable provisions to or changing in Article 8 hereof) any manner or eliminating any of the provisions of, this Indenture; provided, however, that if there shall be Notes of more than one series Outstanding hereunder and if a proposed supplemental indenture shall directly affect the rights of the Holders of one or more, but less than all, of such series, then the consent only of the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes of each all series at the time outstandingso directly affected, the Issuerconsidered as one class, the Guarantor shall be required; and the Trustee mayprovided, from time to time and at any time, enter into a Supplemental Indenture 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 modifying in any manner the rights of the Holders of the Notes; providedfurther, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note directly affected thereby:, (a) change any Scheduled Payment Date, or the Stated Maturity dates or circumstances of the principal payment of premium, if any on any Note, or any installment of interest on the Notes, reduce change the principal amount of, thereof or the rate or amount of interest on, thereon or any premium payable on upon the redemption of, the Notesthereof, or adversely affect any right of repayment of the Holder of the Notes, change the place of paymentpayment where, or the coin or currencycurrency in which, for payment of principal of or interest on any Note or the premium, if any, or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment of principal or interest on or after the Scheduled Payment Date for such payment (or, in the case of redemption, on or after the Redemption Date) or such payment of premium, if any, on or after the date such premium becomes due and payable in respect of such Notes; or (b) except to the extent expressly permitted by this Indenture or any of the Collateral Documents, permit the creation of any Lien prior to or, except as contemplated by Section 4.9, pari passu with the Lien of the Collateral Documents with respect to any of the Notes;Collateral, terminate the Lien of the Collateral Documents on any Collateral or, if a Holder of Notes of a series is entitled to the benefits thereof, deprive any Holder of the security afforded by the Lien of the Collateral Documents; or (bc) reduce the percentage in principal amount of the outstanding Notes necessary to modify Outstanding Notes, the consent of whose Holders is required for any such supplemental indenture, or amend this Indenture, to waive the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor (except as provided in Section 15.04) in respect of the due and punctual payments of principal and interest; or (d) modify any of the provisions of Section 7.12 or of this Section 9.02 11.2. A supplemental indenture that changes or 6.07 hereof eliminates any covenant or other provision of this Indenture, a Series Supplemental Indenture or any Collateral Document which has expressly been included solely for the benefit of one or more particular series of Notes, or which modifies the provisions relating to the waiver of certain past Defaults or certain covenants, except to increase the required percentage to effect the action or to provide that certain other provisions may not be modified or waived without the consent rights of the Holders of Notes of such series with respect to such covenant or other provision, shall be deemed not to affect the Notesrights under this Indenture of the Holders of Notes of any other series. Upon receipt by the written request Trustee of Board Resolutions and such other documentation as the Issuer, accompanied by a copy of the resolutions of the General Partner authorizing the execution of any Supplemental Indenture, Trustee may reasonably require and upon the filing with the Trustee of evidence of the consent Act of Noteholders as aforesaidsaid Holders, the Trustee shall join with the Issuer and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture affects or other instrument, as the Trustee’s own rightscase may be, duties or immunities under this Indenture or otherwise, in which case subject to the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indentureprovisions of Sections 11.3 and 11.4. It shall not be necessary for the consent any Act of the Noteholders Holders under this Section 9.02 to approve the particular form of any proposed Supplemental Indenturesupplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof.

Supplemental Indenture With Consent of Holders. With the consent (evidenced as provided in Article 8 hereof) of the Holders of not less than a majority in aggregate the principal amount of Debentures then outstanding (except as otherwise provided in Section 1202 of the Notes of each series at the time outstandingBase Indenture), the IssuerCompany, when authorized by a Resolution of the Guarantor Company, and the Trustee may, may from time to time and at any time, time enter into a Supplemental an indenture or indentures supplemental hereto or to the Base Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this the Base Indenture or any supplemental indenture this Supplemental Indenture No. 1 or of modifying in any manner the rights of the Holders of the NotesDebentures; provided, that no such supplemental indenture shallhowever, without the consent of the Holder of each Note affected thereby: (a) change the Stated Maturity of the principal of or any installment of interest on the Notesthat, reduce the principal amount of, or the rate or amount of interest on, or any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the Holder of the Notes, change the place of payment, or the coin or currency, for payment of principal of or interest on any Note or impair the right to institute suit for the enforcement of any payment on or with respect in addition to the Notes; (b) reduce the percentage in principal amount of the outstanding Notes necessary to modify or amend this Indenture, to waive compliance with certain provisions of this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements restrictions set forth in this Indenture; (c) modify or affect the proviso contained in any manner adverse to the Holders the terms and conditions Section 1202 of the obligations of the Issuer or the Guarantor Base Indenture (except as provided in Section 15.04) in respect of the due and punctual payments of principal and interest; or (d) modify any of which shall apply to this Section 9.02 or 6.07 hereof or any of the provisions relating to the waiver of certain past Defaults or certain covenants8.02, except to increase the required percentage to effect the action or to provide that certain other provisions mutatis mutandis), no supplemental indenture may not be modified or waived without the consent of the Holders of each outstanding Debenture directly affected thereby: (i) modify the Notes. Upon the written request Put Right of Holders of the Issuer, accompanied by Debentures upon a copy Failed Remarketing in a manner materially adverse to the rights of the resolutions Holders, (ii) modify the Remarketing provisions of the General Partner authorizing Debentures in a manner materially adverse to the execution rights of the Holders or (iii) modify Section 2.15 hereof in a manner materially adverse to the rights of the Holders, it being understood that any Supplemental Indenture, and upon modification of the filing terms of the Debentures permitted pursuant to Section 9.04 in connection with a Remarketing that is made in accordance with the Trustee terms of evidence of the Indenture may be made without the consent of Noteholders any Holders of the Debentures. Section 1202 of the Base Indenture shall apply, as aforesaidamended, with respect to the Trustee shall join with the Issuer Debentures, and the Guarantor any reference in the execution of Base Indenture to such supplemental indenture unless such supplemental indenture affects the Trustee’s own rightsprovision shall, 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 purposes of the Noteholders under Debentures, be deemed to refer to this Section 9.02 to approve the particular form of any proposed Supplemental Indenture, but it shall be sufficient if such consent shall approve the substance thereof8.02.

Supplemental Indenture With Consent of Holders. With the consent (evidenced as provided in Article 8 hereof) of the Holders of not less than at least a majority in of the aggregate principal amount of the Notes of each series then Outstanding (including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, the Notes), the Company and the Trustee, at the time outstandingCompany’s expense, the Issuer, the Guarantor and the Trustee may, may from time to time and at any time, time enter into a Supplemental Indenture an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture Indenture, the Notes or any supplemental indenture or of modifying in any manner the rights of the Holders of the NotesHolders; provided, that however, that, without the consent of each Holder of an Outstanding Note affected, no such supplemental indenture shall, without the consent of the Holder of each Note affected thereby: : (a) change the Stated Maturity of the principal of or any installment of interest on the Notes, reduce the principal amount of, or the rate or amount of interest on, or any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the Holder of the Notes, change the place of payment, or the coin or currency, for payment of principal of or interest on any Note or impair the right Notes whose Holders must consent to institute suit for the enforcement of any payment on or with respect to the Notes; an amendment; (b) reduce the percentage in principal amount rate of or extend the outstanding Notes necessary stated time for payment of interest on any Note beyond the maximum time period of any permitted deferral of interest pursuant to modify or amend this Indenture, to waive compliance with certain provisions of this Indenture or certain defaults and their consequences provided in this Indenture, Article IV or to reduce increase the requirements maximum time period for any such interest deferral or to increase the maximum number of quorum or change voting requirements set forth in this Indenture; times the Company may defer such Interest Payment; (c) reduce the principal of or extend the maturity date of any Note; (d) reduce the redemption price of any Note or amend or modify or affect in any manner adverse to the Holders the terms and conditions Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise; (e) make any Note payable in a currency, or at a place of payment, other than that stated in the Note; (f) change the subordination provisions of the obligations of Notes set forth in Article VII in a manner adverse to Holders; or (g) make any change in this Article VIII that requires each Holder’s consent or in the Issuer or the Guarantor (except as provided waiver provisions in Section 15.04) in respect of the due and punctual payments of principal and interest; or (d) modify any of this 3.02 or Section 9.02 or 6.07 hereof or any of the provisions relating to the waiver of certain past Defaults or certain covenants, except to increase the required percentage to effect the action or to provide that certain other provisions may not be modified or waived without the consent of the Holders of the Notes. Upon the written request of the Issuer, accompanied by a copy of the resolutions of the General Partner authorizing the execution of any Supplemental Indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the 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 Noteholders under this Section 9.02 to approve the particular form of any proposed Supplemental Indenture, but it shall be sufficient if such consent shall approve the substance thereof3.

Supplemental Indenture With Consent of Holders. With the consent (evidenced as provided in Article 8 hereof) of the Holders of not less than a majority in aggregate principal amount of the Notes of each series at the time outstanding, the Issuer, the Guarantor Issuer and the Trustee may, from time to time and at any time, enter into a Supplemental Indenture 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 modifying in any manner the rights of the Holders of the Notes; provided, that no such supplemental indenture shall, without the consent of the Holder of each Note affected thereby: (a) change the Stated Maturity of the principal of or any installment of interest on the Notes, reduce the principal amount of, or the rate or amount of interest on, or any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the Holder of the Notes, change the place of payment, or the coin or currency, for payment of principal of or interest on any Note or impair the right to institute suit for the enforcement of any payment on or with respect to the Notes; (b) reduce the percentage in principal amount of the outstanding Notes necessary to modify or amend this Indenture, to waive compliance with certain provisions of this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor (except as provided in Section 15.04) in respect of the due and punctual payments of principal and interest; or (d) modify any of this Section 9.02 or 6.07 hereof or any of the provisions relating to the waiver of certain past Defaults or certain covenants, except to increase the required percentage to effect the action or to provide that certain other provisions may not be modified or waived without the consent of the Holders of the Notes. Upon the written request of the Issuer, accompanied by a copy of the resolutions of the General Partner Issuer authorizing the execution of any Supplemental Indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the 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 Noteholders under this Section 9.02 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 Holders. With the consent (evidenced as provided in Article 8 hereof6) of the Holders of not less than at least a majority in of the aggregate principal amount of the Notes then outstanding (determined in accordance with Article 6 and including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes), the Company, when authorized by the resolutions of each series the Board of Directors and the Trustee, at the time outstandingCompany’s expense, the Issuer, the Guarantor and the Trustee may, may from time to time and at any time, time enter into a Supplemental Indenture an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this the Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders of the NotesHolders; provided, that however, that, without the consent of each Holder of an outstanding Note affected, no such supplemental indenture shall, without the consent of the Holder of each Note affected thereby: (a) change the Stated Maturity of the principal of or any installment of interest on the Notes, reduce the principal amount of, or the rate or amount of interest on, or any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the Holder of the Notes, change the place of payment, or the coin or currency, for payment of principal of or interest on any Note or impair the right Notes whose Holders must consent to institute suit for the enforcement of any payment on or with respect to the Notesan amendment; (b) reduce the percentage in principal amount rate of or extend the outstanding Notes necessary to modify or amend this Indenture, to waive compliance with certain provisions stated time for payment of this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indentureinterest on any Note; (c) reduce the principal of or extend the Maturity Date of any Note; (d) make any change that adversely affects the conversion rights of any Notes; (e) reduce the Redemption Price or the Fundamental Change Repurchase Price of any Note or amend or modify or affect in any manner adverse to the Holders the terms and conditions Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise; (f) make any Note payable in a currency, or at a place of payment, other than that stated in the Note; (g) change the ranking of the obligations of the Issuer or the Guarantor (except as provided in Section 15.04) in respect of the due and punctual payments of principal and interestNotes; or (dh) modify make any of change in this Section 9.02 Article 8 or 6.07 hereof or any of the provisions relating to in the waiver of certain past Defaults provisions in Section 5.03 or certain covenantsSection 5.10, except to increase the required percentage to effect the action or to provide in each case, that certain other provisions may not be modified or waived without the consent of the Holders of the Notesrequires each Holder’s consent. Upon the written request of the Issuer, accompanied by a copy of the resolutions of the General Partner authorizing the execution of any Supplemental IndentureCompany, and upon the filing with the Trustee of evidence of the consent of Noteholders Holders as aforesaidaforesaid and subject to Section 8.06, the Trustee shall join with the Issuer and the Guarantor Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this the 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 Holders do not be necessary for the consent of the Noteholders need under this Section 9.02 8.03 to approve the particular form of any proposed Supplemental Indenture, but it supplemental indenture. It shall be sufficient if such consent shall Holders approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver to the Holders a notice briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders, or any defect in the notice, will not impair or affect the validity of the supplemental indenture.

Supplemental Indenture With Consent of Holders. With Subject ---------------------------------------------- to Section 12.1, with the consent (evidenced of the Holders of not less than a majority in ------------ aggregate principal amount of the Bonds of all series then Outstanding, considered as provided one class, by Act of said Holders delivered to the Issuer and the Trustee, the Issuer may, and the Trustee, subject to Sections 12.3 and 12.4, ------------- ---- shall, enter into an indenture or indentures supplemental hereto for the purpose of adding any mutually agreeable provisions to, or changing in Article 8 hereof) any manner or eliminating any of the provisions of, this Indenture; provided, however, that if -------- ------- there shall be Bonds of more than one series Outstanding hereunder and if a proposed supplemental indenture shall directly affect the rights of the Holders of one or more, but less than all, of such series, then the consent only of the Holders of not less than a majority in aggregate principal amount of the Notes Outstanding Bonds of each all series at the time outstandingso directly affected considered as one class shall be required; and provided, the Issuer, the Guarantor and the Trustee may, from time to time and at any time, enter into a Supplemental Indenture 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 modifying in any manner the rights of the Holders of the Notes; providedfurther, that no such supplemental indenture -------- ------- shall, without the consent of the Holder of each Note Outstanding Bond directly affected thereby: (a) change the Stated Maturity any Bond Payment Date of the principal of any Bond or any installment of interest on the Notes, reduce change the principal amount ofthereof or the interest thereon, or the rate or amount of interest on, or any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the Holder of the Notes, change the place of paymentpayment where, or the coin or currencycurrency in which, for payment of principal of any Bond or the interest on any Note thereon is payable, or impair the right to institute suit for the enforcement of any such payment of principal or interest on or after the Bond Payment Date for such payment (or, in the case of redemption, on or after the Redemption Date); or (b) except to the extent expressly permitted by this Indenture or the Intercreditor Agreement, permit the creation of any Lien prior to or pari passu ---- ----- with the Lien of this Indenture with respect to any of the Notes;Indenture Collateral, terminate the Lien of this Indenture on any Indenture Collateral (except as specifically contemplated hereby) or deprive any Holder of the security afforded by the Lien of this Indenture; or (bc) reduce the percentage in principal amount of the outstanding Notes necessary to modify Outstanding Bonds the consent of whose Holders is required for any such supplemental indenture, or amend this Indenture, to waive the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences consequences) provided for in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor (except as provided in Section 15.04) in respect of the due and punctual payments of principal and interest; or (d) modify any of the provisions of Section 8.7 or of this Section 9.02 or 6.07 hereof or any of the provisions relating to the waiver of certain past Defaults or certain covenants, except to increase the required percentage to effect the action or to provide that certain other provisions may not be modified or waived without the consent of the Holders of the Notes. Upon the written request of the Issuer, accompanied by a copy of the resolutions of the General Partner authorizing the execution of any Supplemental Indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the 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 Noteholders under this Section 9.02 to approve the particular form of any proposed Supplemental Indenture, but it shall be sufficient if such consent shall approve the substance thereof----------- ------- 12.

Supplemental Indenture With Consent of Holders. With the consent (evidenced as provided in Article 8 hereof) of the Majority Holders of not less than a majority in aggregate principal amount Bonds of all series then Outstanding, considered as one class, by Act of said Holders delivered to the Notes of each series at Issuer and the time outstandingTrustee, the Issuer, when authorized by a Board Resolution (a copy of which shall be delivered to the Guarantor Trustee), may, and the Trustee mayTrustee, from time subject to time Sections 12.3 and at any time12.4, shall, enter into a Supplemental Indenture an indenture or indentures supplemental hereto for the purpose of adding any mutually agreeable provisions to or changing in any manner or eliminating any of the provisions of, this Indenture; PROVIDED, HOWEVER, that if there shall be Bonds of this Indenture or any more than one series Outstanding hereunder and if a proposed supplemental indenture or modifying in any manner shall directly affect the rights of the Holders of one or more, but less than all, of such series, then the Notesconsent only of the Holders of not less than a Majority in aggregate principal amount of the Outstanding Bonds of all series so directly affected, considered as one class, shall be required; providedand PROVIDED, FURTHER, that no such supplemental indenture shall, without the consent of the Holder of each Note Outstanding Bond directly affected thereby:, (a) change any Scheduled Payment Date, or the Stated Maturity dates or circumstances of the principal payment of premium, if any, on any Bond, or any installment of interest on the Notes, reduce change the principal amount of, thereof or the rate or amount of interest on, thereon or any premium payable on upon the redemption of, the Notesthereof, or adversely affect any right of repayment of the Holder of the Notes, change the place of paymentpayment where, or the coin or currencycurrency in which, for payment of principal of any Bond or the premium, if any, or the interest on any Note thereon is payable, or impair the right to institute suit for the enforcement of any such payment of principal or interest on or after the Scheduled Payment Date for such payment (or, in the case of redemption, on or after the Redemption Date) or such payment of premium, if any, on or after the date such premium becomes due and payable in respect of such Bonds; or (b) except to the extent expressly permitted by this Indenture or any of the Collateral Documents, permit the creation of any Lien prior to or, except as contemplated by Section 5.9, PARI PASSU with the Lien of the Collateral Documents with respect to any of the Notes;Collateral, terminate the Lien of the Collateral Documents on any Collateral or deprive any Holder of the security afforded by the Lien of the Collateral Documents; or Northeast Generation Company Indenture -------------------------------------- (bc) reduce the percentage in principal amount of the outstanding Notes necessary to modify Outstanding Bonds, the consent of whose Holders is required for any such supplemental indenture, or amend this Indenture, to waive the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor (except as provided in Section 15.04) in respect of the due and punctual payments of principal and interest; or (d) modify any of the provisions of Section 8.12 or of this Section 9.02 12.2. A supplemental indenture that changes or 6.07 hereof eliminates any covenant or other provision of this Indenture or any Collateral Document which has expressly been included solely for the benefit of one or more particular series of Bonds, or which modifies the provisions relating to the waiver of certain past Defaults or certain covenants, except to increase the required percentage to effect the action or to provide that certain other provisions may not be modified or waived without the consent rights of the Holders of the Notes. Upon the written request of the Issuer, accompanied by a copy of the resolutions of the General Partner authorizing the execution of any Supplemental Indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor in the execution Bonds of such supplemental indenture unless series with respect to such supplemental indenture affects covenant or other provision, shall be deemed not to affect the Trustee’s own rights, duties or immunities rights 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 Noteholders under this Section 9.02 to approve the particular form Holders of Bonds of any proposed Supplemental Indenture, but it shall be sufficient if such consent shall approve the substance thereofother series.

Supplemental Indenture With Consent of Holders. With the consent (evidenced as provided in Article 8 hereof) of the Holders of not less than a majority in aggregate principal amount of the Notes Bonds of each all series at then Outstanding, considered as one class, by Act of said Holders delivered to the time outstandingCompany, the IssuerPartnership and the Trustee, the Guarantor Company and the Trustee Partnership, in each case, when authorized by a Board Resolution, may, from time and the Trustee, subject to time Section 13.3 and at any time13.4, shall, enter into a Supplemental Indenture an indenture or indentures supplemental hereto for the purpose of adding any mutually agreeable provisions to or changing in any manner or eliminating any of the provisions of, this Indenture; provided, however, that if there shall be Bonds of this Indenture or any more than one series Outstanding hereunder and if a proposed supplemental indenture or modifying in any manner shall directly affect the rights of the Holders of one or more, but less than all, of such series, then the Notesconsent only of the Holders of not less than a majority in aggregate principal amount of the Outstanding Bonds of all series so directly affected, considered as one class, shall be required; and provided, further, that no such supplemental indenture shall, without the consent of the Holder of each Note Outstanding Bond directly affected thereby:, (a) change the Stated Maturity of any Bond (or, if the principal thereof is payable in installments, the Stated Maturity of any such installment), or of any installment payment of interest on thereon, or the Notesdates or circumstances of payment of premium, reduce if any, on, any Bond, or change the principal amount of, thereof or the rate or amount of interest on, thereon or any premium payable on upon the redemption of, the Notesthereof, or adversely affect any right of repayment of the Holder of the Notes, change the place of paymentpayment where, or the coin or currencycurrency in which, for payment of principal of any Bond or the premium, if any, or the interest on any Note thereon is payable, or impair the right to institute suit for the enforcement of any such payment of principal or interest on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date) or such payment of premium, if any, on or after the date such premium becomes due and payable or change the dates or the amounts of payments to be made through the operation of the Sinking Fund in respect of such Bonds, if any; or (b) permit the creation of any lien prior to or, except in the case of Bonds issued in accordance with the terms of this Indenture, pari passu with the Lien of the Collateral Documents with respect to any of the Notes;Collateral, or terminate the Lien of the Collateral Documents, on any Collateral or deprive any Holder of the security afforded by the Lien of the Collateral Documents, except to the extent expressly permitted by this Indenture or any of the Collateral Documents; or (bc) reduce the percentage in principal amount of the outstanding Notes necessary to modify Outstanding Bonds, the consent of whose Holders is required for any such supplemental indenture, or amend this Indenture, to waive the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences consequences) provided for in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor (except as provided in Section 15.04) in respect of the due and punctual payments of principal and interest; or (d) modify any of the provisions of Section 9.7 or of Article 15 or of this Section 9.02 13.2. A supplemental indenture that changes or 6.07 hereof eliminates any covenant or any other provision of this Indenture which has expressly been included solely for the provisions relating to benefit of one or more particular series of Bonds, or which modifies the waiver of certain past Defaults or certain covenants, except to increase the required percentage to effect the action or to provide that certain other provisions may not be modified or waived without the consent rights of the Holders of Bonds of such series with respect to such covenant or other provision, shall be deemed not to affect the Notesrights under this Indenture of the Holders of Bonds of any other series. Upon receipt by the written request Trustee of Board Resolutions of the Issuer, accompanied by a copy of Company and the resolutions of Partnership and such other documentation as the General Partner authorizing the execution of any Supplemental Indenture, Trustee may reasonably require and upon the filing with the Trustee of evidence of the consent Act of Noteholders as aforesaidsaid Holders, the Trustee shall join with the Issuer and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture affects or other instrument, as the Trustee’s own rightscase may be, duties or immunities under this Indenture or otherwise, in which case subject to the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indentureprovisions of Sections 13.3 and 13.4. It shall not be necessary for the consent any Act of the Noteholders Holders under this Section 9.02 to approve the particular form of any proposed Supplemental Indenturesupplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof.

Supplemental Indenture With Consent of Holders. With Subject to Section 12.1, with the consent (evidenced as provided in Article 8 hereof) of the Holders of not less than a majority in aggregate principal amount of the Notes Bonds of each all series at then Outstanding, considered as one class, by Act of said Holders delivered to the time outstandingFunding Corporation, the IssuerPartnership and the Trustee, the Guarantor Funding Corporation and the Trustee Partnership may, from time and the Trustee, subject to time Sections 12.3 and at any time12.4, shall, enter into a Supplemental Indenture an indenture or indentures supplemental hereto for the purpose of adding any mutually agreeable provisions to to, or changing in any manner or eliminating any of the provisions of, this Indenture; provided, however, that if there shall be Bonds of this Indenture or any more than one series Outstanding hereunder and if a proposed supplemental indenture or modifying in any manner shall directly affect the rights of the Holders of one or more, but less than all, of such series, then the Notesconsent only of the Holders of not less than a majority in aggregate principal amount of the Outstanding Bonds of all series so directly affected considered as one class shall be required; and provided, further, that no such supplemental indenture shall, without the consent of the Holder of each Note Outstanding Bond directly affected thereby: (a) change the Stated Maturity any Scheduled Payment Date of the principal of any Bond or any installment of interest on the Notes, reduce change the principal amount ofthereof or the interest thereon, or the rate or amount of interest on, or any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the Holder of the Notes, change the place of paymentpayment where, or the coin or currencycurrency in which, for payment of principal of any Bond or the interest on any Note thereon is payable, or impair the right to institute suit for the enforcement of any such payment of principal or interest on or after the Scheduled Payment Date for such payment (or, in the case of redemption, on or after the Redemption Date); or (b) except to the extent expressly permitted by this Indenture or the Intercreditor Agreement, permit the creation of any Lien prior to or pari passu with the Lien of this Indenture with respect to any of the Notes;Indenture Collateral, terminate the Lien of this Indenture on any Indenture Collateral (except as specifically contemplated hereby) or deprive any Holder of the security afforded by the Lien of this Indenture; or (bc) reduce the percentage in principal amount of the outstanding Notes necessary to modify Outstanding Bonds the consent of whose Holders is required for any such supplemental indenture, or amend this Indenture, to waive the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences consequences) provided for in this Indenture, ; or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor (except as provided in Section 15.04) in respect of the due and punctual payments of principal and interest; or159 (d) modify any of the provisions of Section 8.7 or of this Section 9.02 12.2. A supplemental indenture that changes or 6.07 hereof eliminates any covenant or any other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Bonds, or which modifies the rights of the Holders of Bonds of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Bonds of any other series. The provisions relating to the waiver of certain past Defaults or certain covenants, except to increase the required percentage to effect the action or to provide that certain other provisions may Article IX shall not be modified amended by supplemental indenture or waived otherwise without the consent of the Holders of the Notes. Upon the written request of the Issuer, accompanied by a copy of the resolutions of the General Partner authorizing the execution of any Supplemental Indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the 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 Noteholders under this Section 9.02 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 Holders. With the consent (evidenced as provided in Article 8 hereof) of the Majority Holders of not less than a majority in aggregate principal amount Bonds of all series then Outstanding, considered as one class, by Act of said Holders delivered to the Notes of each series at Issuer and the time outstandingTrustee, the Issuer, when authorized by a Board Resolution (a copy of which shall be delivered to the Guarantor Trustee), may, and the Trustee mayTrustee, from time subject to time Sections 14.3 and at any time14.4, shall, enter into a Supplemental Indenture an indenture or indentures supplemental hereto for the purpose of adding any mutually agreeable provisions to or changing in any manner or eliminating any of the provisions of, this Indenture; provided, however, that if there shall be Bonds of this Indenture or any more than one series Outstanding hereunder and if a proposed supplemental indenture or modifying in any manner shall directly affect the rights of the Holders of one or more, but less than all, of such series, then the Notesconsent only of the Holders of not less than a Majority in aggregate principal amount of the Outstanding Bonds of all series so directly affected, considered as one class, shall be required; and provided, further, that no such supplemental indenture shall, without the consent of the Holder of each Note Outstanding Bond directly affected thereby:, (a) change any Scheduled Payment Date, or the Stated Maturity dates or circumstances of the principal payment of premium, if any, on any Bond, or any installment of interest on the Notes, reduce change the principal amount of, thereof or the rate or amount of interest on, thereon or any premium payable on upon the redemption of, the Notesthereof, or adversely affect any right of repayment of the Holder of the Notes, change the place of paymentpayment where, or the coin or currencycurrency in which, for payment of principal of any Bond or the premium, if any, or the interest on any Note thereon is payable, or impair the right to institute suit for the enforcement of any such payment of principal or interest on or after the Scheduled Payment Date for such payment (or, in the case of redemption, on or after the Redemption Date) or such payment of premium, if any, on or after the date such premium becomes due and payable in respect of such Bonds; or (b) except to the extent expressly permitted by this Indenture or any of the Collateral Documents, permit the creation of any Lien prior to or, except as contemplated by Section 6.16, pari passu with the Lien of the Collateral Documents with respect to any of the Notes;Collateral, terminate the Lien of the Collateral Documents on any Collateral or deprive any Holder of the security afforded by the Lien of the Collateral Documents; or (bc) reduce the percentage in principal amount of the outstanding Notes necessary to modify Outstanding Bonds, the consent of whose Holders is required for any such supplemental indenture, or amend this Indenture, to waive the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture, ; or to reduce the requirements of quorum or change voting requirements set forth in this NRG Northeast Generating Indenture; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor (except as provided in Section 15.04) in respect of the due and punctual payments of principal and interest; or (d) modify any of the provisions of Section 10.12 or of this Section 9.02 14.2. A supplemental indenture that changes or 6.07 hereof eliminates any covenant or other provision of this Indenture or any Collateral Document which has expressly been included solely for the benefit of one or more particular series of Bonds, or which modifies the provisions relating to the waiver of certain past Defaults or certain covenants, except to increase the required percentage to effect the action or to provide that certain other provisions may not be modified or waived without the consent rights of the Holders of the Notes. Upon the written request of the Issuer, accompanied by a copy of the resolutions of the General Partner authorizing the execution of any Supplemental Indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor in the execution Bonds of such supplemental indenture unless series with respect to such supplemental indenture affects covenant or other provision, shall be deemed not to affect the Trustee’s own rights, duties or immunities rights 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 Noteholders under this Section 9.02 to approve the particular form Holders of Bonds of any proposed Supplemental Indenture, but it shall be sufficient if such consent shall approve the substance thereofother series.

Supplemental Indenture With Consent of Holders. With the consent (evidenced as provided in Article 8 hereof) of the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes and other Securities of each series at affected by such supplemental indenture, by Act of such Holders delivered to the time outstandingCompany and the Trustee, the IssuerCompany, the Guarantor when authorized by a Board Resolution, and the Trustee may, from time to time and at any time, may enter into a Supplemental Indenture supplemental indenture or indentures for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or modifying in any manner the rights of the Holders of as applicable to the Notes; provided, however, that no such supplemental indenture entered into pursuant to this Section 9.2 shall, without the consent of the Holder of each Note Outstanding Security affected therebyby such supplemental indenture: (a) change the Stated Maturity or due date of the principal of or any installment of interest payable on the Notes, Notes or change any Place of Payment where or the currency in which such principal or interest is payable; (b) reduce the principal amount of, of or the rate or amount of interest on, or any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the Holder of the Notes, change the place of payment, or the coin or currency, for payment of principal of or interest on any Note or ; (c) impair the right to institute suit for the enforcement of any payment on or with respect to the Notes; (bd) reduce the percentage in principal amount of the outstanding Notes necessary Outstanding Notes, the consent of the Holders of which is required (1) to modify or amend this Indenture, or (2) to waive compliance with certain the provisions of or defaults under this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth for in this Indenture; (ce) modify any of the provisions of this Section, Section 5.13 of the Base Indenture, or Section 10.8 of the Base Indenture, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each affected Outstanding Note, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Section 6.11(b) of the Base Indenture and Section 9.1(b) hereof; (f) modify any of the provisions of this Indenture with respect to the subordination of the Notes or of any series of Securities issued under the Base Indenture in a manner adverse to the Holders or adverse to the capital treatment of the Notes, except to clarify ambiguities or to meet regulatory requirements and treatment of the Notes as Tier 2 capital; or (g) modify or affect in any manner adverse to the Holders of the Notes the terms and conditions of the obligations obligation of the Issuer or the Guarantor (except as provided in Section 15.04) Company in respect of the due and punctual payments of principal and interest; or (d) modify any of this Section 9.02 or 6.07 hereof or any payment of the provisions relating to the waiver principal of certain past Defaults or certain covenants, except to increase the required percentage to effect the action premium or to provide that certain other provisions may not be modified or waived without the consent of the Holders of interest on the Notes. Upon the written request of the Issuer, accompanied by a copy of the resolutions of the General Partner authorizing the execution of any Supplemental Indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the 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 Noteholders under this Section 9.02 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 Holders. With the consent (evidenced as provided in Article 8 hereof) of the Holders of not less than a majority in aggregate principal amount of the Notes Outstanding Securities, by Act of each series at said Holders delivered to the time outstandingCompany and the Trustee, the IssuerCompany, when authorized by a Board Resolution, the Guarantor Subsidiary Guarantors, when authorized by a Board Resolution, and the Trustee may, from time to time and at any time, may enter into a Supplemental Indenture 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 Notesunder this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Note Outstanding Security affected thereby: (a) change the Stated Maturity of the principal of of, or any installment of interest on the Noteson, any Security, or reduce the principal amount of, thereof or the rate or amount of interest on, thereon or any premium payable on upon the redemption of, the Notesthereof, or adversely affect any right of repayment of the Holder of the Notes, change the place of paymentplace, coin or currency in which any Security or any premium or the coin or currencyinterest thereon is payable, for payment of principal of or interest on any Note or impair the right to institute suit for the enforcement of any such payment after the Stated Maturity thereof (or, in the case of redemption, on or with respect to after the Notes;Redemption Date); or (b) reduce the percentage in of aggregate principal amount of the outstanding Notes necessary to modify Outstanding Securities, the consent of whose Holders is required for any such supplemental indenture, or amend this Indenture, to waive the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture;; or (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor (except as provided in Section 15.04) in respect of the due and punctual payments of principal and interest; or (d) modify any of this Section 9.02 or 6.07 hereof or any of the provisions relating to the waiver of certain past Defaults this Section or certain covenantsSections 5.13 and 10.21 hereof, except to increase the required any such percentage to effect the action or to provide that certain other provisions may of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; or (d) modify Section 10.13(a) hereof or any provisions of this Indenture relating to the Subsidiary Guarantees in a manner adverse to the Holders thereof; or (e) amend, change or modify the obligation of the Notes. Upon Company to make and consummate a Change of Control Offer in the written request event of a Change of Control, or to make and consummate a Net Proceeds Offer with respect to any Asset Sale or modify any of the Issuer, accompanied by a copy of the resolutions of the General Partner authorizing the execution of any Supplemental Indenture, and upon the filing provisions or definitions with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the 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 indenturerespect thereto. It shall not be necessary for the consent any Act of the Noteholders Holders under this Section 9.02 to approve the particular form of any proposed Supplemental Indenturesupplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof.

Supplemental Indenture With Consent of Holders. With the consent (evidenced as provided in Article 8 hereof) of the Holders of not less than a majority in aggregate principal amount of the Notes Outstanding Amount of each series at the time outstandingBonds then Outstanding, by Act of such Holders delivered to the Company, the IssuerOperating Company, the Guarantor and the Trustee mayTrustee, the parties hereto (each, other than the Trustee, when authorized by a Board Resolution) may from time to time and at any time, enter into a Supplemental Indenture 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 modifying in any manner the rights of the Trustee or the Holders hereunder; and, SUBJECT TO SECTION 901(I), with the consent of the Holders of not less than a majority in Outstanding Amount of the NotesBonds then Outstanding, by Act of said Holders delivered to the Company, the Operating Company, the Guarantor and the Trustee, each party to the Pioneer Ground Lease, the Lessor's Certificate and Agreement or a Mortgage Document (in the case of parties that are corporations or Partnerships (other than the Trustee), each pursuant to authorization granted by a Board Resolution) may enter into one or more amendments or supplements to the Pioneer Ground Lease, the Lessor's Certificate and Agreement or such Mortgage Document for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pioneer Ground Lease, the Lessor's Certificate and Agreement or such Mortgage Document or of modifying in any manner the rights (whether direct or derivative) of the Trustee or the Holders under the Pioneer Ground Lease, the Lessor's Certificate and Agreement or such Mortgage Document; provided that no such supplemental indenture, amendment or supplement shall be valid or effective for any purpose unless the Company, the Operating Partnership, the Guarantor and the Trustee, if not a party to this Indenture or the Pioneer Ground Lease, the Lessor's Certificate and Agreement or the applicable Mortgage Documents, as the case may be, shall have consented in writing to the executed form of such supplemental indenture, amendment or supplement, as the case may be (in the case of parties that are corporations or Partnerships (other than the Trustee), each pursuant to authorization granted by a Board Resolution); and provided, further, that no such supplemental indenture indenture, amendment or supplement shall, without the consent of the Holder of each Note Outstanding Bond affected thereby: (a) change the Stated Maturity of the principal of (or premium, if any, on), or any installment of interest on the Noteson, any Bond, or reduce the principal amount of, thereof or the rate or amount of interest on, thereon or any premium payable on upon the redemption of, the Notesthereof, or adversely affect any right reduce the aggregate principal amount of repayment of Bonds required to be redeemed pursuant to the Holder of the NotesSinking Fund, or change the place of payment, payment or the coin or currencycurrency in which any Bond or any premium or the interest thereon is payable, for payment of principal of or interest on any Note or impair the right to institute suit for the enforcement of any such payment on or with respect to after the Notes;Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date); or (b) change the expressed maturity of the principal of reduce the principal amount thereof or the rate of thereon or any premium payable upon the prepayment reduce the aggregate principal amount of the Note required to be prepaid, or change the place of payment or the coin or currency in which the Note or any premium or interest thereon is payable, or impair the right to institute suit for enforcement of any such payment on or after the maturity thereof (or in the case of prepayment, on or after the prepayment date); or (c) reduce the percentage in principal amount Outstanding Amount of the outstanding Notes necessary to modify Outstanding Bonds, the consent of whose Holders is required for any such supplemental indenture, amendment or amend this Indenture, to waive supplement or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences consequences) provided for in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor (except as provided in Section 15.04) in respect of the due and punctual payments of principal and interest; or (d) modify any of the provisions of this Section 9.02 or 6.07 hereof or any of the provisions relating to the waiver of certain past Defaults or certain covenantsSection 513, except to increase the required any such percentage to effect the action or to provide that certain other provisions may of this Indenture or the Mortgage Documents cannot be modified or waived without the consent of the Holders Holder of each Bond affected thereby; or (e) modify or affect in any manner the terms and conditions of the Notes. Upon the written request obligation of the Issuer, accompanied by a copy of the resolutions of the General Partner authorizing the execution of any Supplemental Indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor in respect of the execution due and punctual payment of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rightsprincipal of (or premium, duties if any) or immunities under interest on the Bonds or the due and punctual payment of the Sinking Fund Payments; or (f) permit the creation of any Lien ranking prior to the Lien of the Mortgage (except as expressly permitted pursuant to this Indenture or otherwise, the Mortgage Documents) or terminate the Lien of any of the Mortgage Documents or deprive the Holder of any Bond of the security afforded by the Lien of any of the Mortgage Documents; or (g) modify or waive any of the provisions of this Indenture respecting the Incurrence of additional Secured Debt; or (h) modify any of the provisions of this Indenture in which case such manner as to affect the Trustee may rights of the Holders of Bonds to the benefits of the Sinking Fund; or (i) deprive the Holder of any Bond of the security of the Trust Estate or the Note afforded by the Lien of the Mortgage Documents except as otherwise provided in its discretion, but shall not be obligated to, enter into such supplemental indenturethe Mortgage Documents. It shall not be necessary for the consent any Act of the Noteholders Holders under this Section 9.02 to approve the particular form of any proposed Supplemental Indenturesupplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof.

Supplemental Indenture With Consent of Holders. With the consent (evidenced as provided in Article 8 hereof) of the Holders of not less than a majority in aggregate principal amount of the Notes Securities of each all series at then Outstanding, considered as one (1) class, by Act of said Holders delivered to the time outstandingMobile Energy Parties and the Trustee, the IssuerMobile Energy Parties, the Guarantor in each case, when authorized by Board Resolutions, may, and the Trustee mayTrustee, from time subject to time Sections 11.3 and at any time11.4, shall, enter into a Supplemental Indenture 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 Indenture; provided, however, that if there shall be Securities of more than one (1) series Outstanding hereunder and if a proposed supplemental indenture or modifying in any manner shall directly affect the rights of the Holders of one (1) or more, but less than all, of such series, then the Notesconsent only of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of all series so directly affected, considered as one (1) class, shall be required; providedprovided further, however, that no such supplemental indenture shall, without the consent of the Holder of each Note Outstanding Security directly affected thereby: (a) change the Stated Maturity of any Security (or, if the principal thereof is payable in installments, the Stated Maturity of any such installment), or of any installment payment of interest thereon, or the dates or circumstances of payment of premium, if any, on the Notesany Security, reduce or change the principal amount of, thereof or the rate or amount of interest on, thereon or any premium payable on upon the redemption of, the Notesthereof, or adversely affect any right of repayment of the Holder of the Notes, change the place of paymentpayment where, or the coin or currencycurrency in which, for payment of principal of any Security or the premium, if any, or the interest on any Note thereon is payable, or impair the right to institute suit for the enforcement of any such payment of principal or interest on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date) or such payment of premium, if any, on or after the date such premium becomes due and payable or change the dates or the amounts of payments to be made through the operation of the Sinking Fund in respect of such Securities, if any; or 66 (b) permit the creation of any Lien prior to or pari passu with the Lien of the Security Documents with respect to any of the Notes;Indenture Securities Collateral, or terminate the Lien of the Security Documents on any Indenture Securities Collateral or deprive any Holder of the security afforded by the Lien of the Security Documents, except to the extent expressly permitted by this Indenture or any of the Security Documents; or (bc) reduce the percentage in principal amount of the outstanding Notes necessary to modify Outstanding Securities, the consent of whose Holders is required for any such supplemental indenture, or amend this Indenture, to waive the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences consequences) provided for in this Indenture, or to reduce the requirements of Section 13.4 for quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor (except as provided in Section 15.04) in respect of the due and punctual payments of principal and interestvoting; or (d) modify any of this Section 9.02 or 6.07 hereof or any of the provisions relating to the waiver of certain past Defaults Section 3.2 or certain covenants, Section 8.7 (except to increase the percentage of the principal amount of the Outstanding Securities required percentage to effect the action waive past defaults) or of this Section 11.2 (except to provide that certain other provisions may of this Indenture cannot be modified or waived without the consent of the Holders Holder of the Notes. Upon the written request of the Issuer, accompanied by a copy of the resolutions of the General Partner authorizing the execution of any Supplemental Indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the 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 Noteholders under this Section 9.02 to approve the particular form of any proposed Supplemental Indenture, but it shall be sufficient if such consent shall approve the substance thereofeach Security affected thereby).

Supplemental Indenture With Consent of Holders. With the consent (evidenced as provided in Article 8 hereof) of the Holders of not less than a majority in aggregate principal amount of the Notes Securities of each all series at then Outstanding under this Indenture, considered as one class, by Act of said Holders delivered to the time outstandingCompany, LP&L and the Trustee, the IssuerCompany and LP&L, the Guarantor when authorized by a Board Resolution, may, and the Trustee mayTrustee, from time subject to time Sections 11.03 and at any time11.04, shall, enter into a Supplemental Indenture an indenture or indentures supplemental hereto for the purpose of adding any provisions to to, or changing in any manner or eliminating any of the provisions of, this Indenture; provided, however, that if there shall be Securities of this Indenture or any more than one series Outstanding hereunder and if a proposed supplemental indenture or modifying in any manner shall directly affect the rights of the Holders of Securities of one or more, but less than all, of such series, then the Notesconsent only of the Holders of a majority in aggregate principal amount of the Outstanding Securities of all series so directly affected, considered as one class, shall be required; and provided, further, that no such supplemental indenture shall, without the consent of the Holder of each Note Outstanding Security or coupon of each series directly affected thereby: (a) change the Stated Maturity of the principal of of, or any installment of interest on the Notes, reduce the principal amount of, or the rate or amount of interest on, or any Installment Payment Date, or the dates or circumstances of payment of premium, if any, on, any Security, or reduce the principal amount thereof or the interest thereon or any premium payable on upon the redemption of, the Notesthereof, or adversely affect any right of repayment of the Holder of the Notes, change the place of paymentpayment where, or the coin or currencycurrency in which, for payment of principal of any Security or the premium, if any, or the interest on any Note thereon is payable, or impair the right to institute suit for the enforcement of any such payment of principal or interest on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date) or such payment of premium, if any, on or after the date such premium becomes due and payable or change the dates or the amounts of payments to be made through the operation of a Sinking Fund or through installment payments of principal in respect of such Securities, or (b) permit the creation of any lien prior to or, except with respect to additional series of Securities issued in accordance with the Notes;terms of this Indenture, pari passu with the Lien of this Indenture with respect to any of the Pledged Property, or terminate the Lien of this Indenture on any Pledged Property (except in each case as permitted by, and pursuant to, Article Four) or deprive any Holder of the security afforded by the Lien of this Indenture, or (bc) reduce the percentage in principal amount of the outstanding Notes necessary to modify Outstanding Securities, the consent of whose Holders is required for any such supplemental indenture, or amend this Indenture, to waive the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences consequences) provided for in this Indenture, or to reduce the requirements of Section 13.04 for quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor (except as provided in Section 15.04) in respect of the due and punctual payments of principal and interest; voting, or (d) modify any of the provisions of this Section 9.02 or 6.07 hereof or any of the provisions relating to the waiver of certain past Defaults or certain covenantsSection 8.08, except to increase the required any percentage or percentages referred to effect the action in this Section or to provide that certain other provisions may of this Indenture cannot be modified or waived without the consent of the Holder of each Security affected thereby. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of the Notes. Upon the written request of the Issuer, accompanied by a copy of the resolutions of the General Partner authorizing the execution of any Supplemental Indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor in the execution Securities of such supplemental indenture unless series with respect to such supplemental indenture affects covenant or other provision, shall be deemed not to affect the Trustee’s own rights, duties or immunities rights 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 Noteholders under this Section 9.02 to approve the particular form Holders of Securities of any proposed Supplemental Indenture, but it shall be sufficient if such consent shall approve the substance thereofother series.

Supplemental Indenture With Consent of Holders. (a) With the consent (evidenced as provided in Article 8 hereof) of the Holders of not less than Notes representing at least a majority in aggregate principal amount of all Outstanding Notes affected by such supplemental indenture, by Act of said Holders delivered to the Notes of each series at Company and the time outstandingIndenture Trustee, the Issuer, the Guarantor Company and the Indenture Trustee may, from time may enter one or more indentures supplemental hereto in form satisfactory to time and at any time, enter into a Supplemental the Indenture Trustee for the purpose of adding any provisions to to, or changing in any manner or eliminating any of the provisions of of, this Indenture or any supplemental indenture or of modifying in any manner the rights of the such affected Holders of the Notesunder this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Note affected thereby: (ai) change the Stated Maturity Date of the principal of, or the time of or any installment payment of interest on the Noteson, any Note; (ii) reduce the principal amount of, or the rate or amount of interest on, on or any premium payable on redemption ofon, the Notes, or adversely affect any right Note; (iii) change any Place of repayment of the Holder of the Notes, change the place of paymentPayment where, or the coin or currencycurrency in which the principal of, for payment of principal of premium, if any, or interest on on, any Note is payable; (iv) impair or impair affect the right of any Holder to institute suit for the enforcement of any payment on or with respect to the Notes; (bv) reduce the percentage in of the aggregate principal amount of Outstanding Notes, the outstanding Notes necessary to modify consent of the Holders of which is required for any supplemental indenture, or amend this Indenture, to waive compliance with certain provisions the consent of this Indenture or certain the Holders of which is required for any waiver of defaults hereunder and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth for in this Indenture; (cvi) modify any of the provisions of this Section or similar provisions, except to increase any percentage specified herein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note; (vii) modify or alter the definition of the term "Outstanding" herein; or (viii) modify or affect in any manner adverse to the Holders interest of any Holder the terms and conditions of the obligations of the Issuer or the Guarantor (except as provided in Section 15.04) in respect of Company regarding the due and punctual payments payment of the principal and interest; orof or interest on, or any other amounts due with respect to, the Notes. (db) modify any of this Section 9.02 or 6.07 hereof or any of the provisions relating to the waiver of certain past Defaults or certain covenants, except to increase the required percentage to effect the action or to provide that certain other provisions may not be modified or waived without the consent of the Holders of the Notes. Upon the written request of the Issuer, accompanied by a copy of the resolutions of the General Partner authorizing the execution of any Supplemental Indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this The Indenture or otherwise, in which case the Trustee may in its discretiondiscretion determine whether or not any Notes would be affected by any supplemental indenture (and may receive and conclusively rely upon an Opinion of Counsel in doing so) and any such determination shall be conclusive upon all the Holders, but whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be obligated to, enter into liable for any such supplemental indenturedetermination made in good faith. It shall not be necessary for the consent any Act of the Noteholders Holders under this Section 9.02 to approve the particular form of any proposed Supplemental Indenturesupplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Company and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Company shall mail to the Holders of the Notes affected thereby a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indenture With Consent of Holders. With the consent (evidenced as provided in Article 8 hereof) of the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes and other Securities of each series at affected by such supplemental indenture, by Act of such Holders delivered to the time outstandingCompany and the Trustee, the IssuerCompany, the Guarantor when authorized by a Board Resolution, and the Trustee may, from time to time and at any time, may enter into a Supplemental Indenture supplemental indenture or indentures for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or modifying in any manner the rights of the Holders of as applicable to the Notes; provided, however, that no such supplemental indenture entered into pursuant to this Section 902 shall, without the consent of the Holder of each Note Outstanding Security affected therebyby such supplemental indenture: (a) change the Stated Maturity or due date of the principal of or any installment of interest payable on the Notes, Notes or change the currency in which such principal or interest is payable; (b) reduce the principal amount of, of or the rate or amount of interest on, or any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the Holder of the Notes, change the place of payment, or the coin or currency, for payment of principal of or interest on any Note or ; (c) impair the right to institute suit for the enforcement of any payment on or with respect to the Notes; (bd) reduce the percentage in principal amount of the outstanding Notes necessary Outstanding Notes, the consent of the Holders of which is required (1) to modify or amend this Indenture, or (2) to waive compliance with certain the provisions of or defaults under this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth for in this Indenture; (ce) modify any of the provisions of this Section, Section 513 of the Base Indenture, or Section 1005 of the Base Indenture, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each affected Outstanding Note, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Section 611(2) of the Base Indenture and Section 901(b) hereof; (f) modify any of the provisions of this Indenture with respect to the subordination of any Note or of any series of Securities issued under the Base Indenture in a manner adverse to the Holders or adverse to the capital treatment of the Notes, except to clarify ambiguities or to meet regulatory requirements for the Notes to qualify as Tier 2 Capital or the equivalent for bank regulatory purposes; or (g) modify or affect in any manner adverse to the Holders of the Notes the terms and conditions of the obligations obligation of the Issuer or the Guarantor (except as provided in Section 15.04) Company in respect of the due and punctual payments of principal and interest; or (d) modify any of this Section 9.02 or 6.07 hereof or any payment of the provisions relating to the waiver principal of certain past Defaults or certain covenants, except to increase the required percentage to effect the action premium or to provide that certain other provisions may not be modified or waived without the consent of the Holders of interest on the Notes. Upon the written request of the Issuer, accompanied by a copy of the resolutions of the General Partner authorizing the execution of any Supplemental Indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the 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 Noteholders under this Section 9.02 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 Holders. With the consent (evidenced as provided in Article 8 hereof) of the Holders of not less than a majority in aggregate the principal amount of Debentures then outstanding (except as otherwise provided in Section 1202 of the Notes of each series at the time outstandingBase Indenture), the IssuerCompany, when authorized by a Resolution of the Guarantor Company, and the Trustee may, may from time to time and at any time, time enter into a Supplemental an indenture or indentures supplemental hereto or to the Base Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this the Base Indenture or any supplemental indenture this Supplemental Indenture No. 2 or of modifying in any manner the rights of the Holders of the NotesDebentures; provided, that no such supplemental indenture shallhowever, without the consent of the Holder of each Note affected thereby: (a) change the Stated Maturity of the principal of or any installment of interest on the Notesthat, reduce the principal amount of, or the rate or amount of interest on, or any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the Holder of the Notes, change the place of payment, or the coin or currency, for payment of principal of or interest on any Note or impair the right to institute suit for the enforcement of any payment on or with respect in addition to the Notes; (b) reduce the percentage in principal amount of the outstanding Notes necessary to modify or amend this Indenture, to waive compliance with certain provisions of this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements restrictions set forth in this Indenture; (c) modify or affect the proviso contained in any manner adverse to the Holders the terms and conditions Section 1202 of the obligations of the Issuer or the Guarantor Base Indenture (except as provided in Section 15.04) in respect of the due and punctual payments of principal and interest; or (d) modify any of which shall apply to this Section 9.02 or 6.07 hereof or any of the provisions relating to the waiver of certain past Defaults or certain covenants8.02, except to increase the required percentage to effect the action or to provide that certain other provisions mutatis mutandis), no supplemental indenture may not be modified or waived without the consent of the Holders of each outstanding Debenture directly affected thereby: (i) modify the Notes. Upon the written request Put Right of Holders of the Issuer, accompanied by Debentures upon a copy Failed Remarketing in a manner materially adverse to the rights of the resolutions Holders, (ii) modify the Remarketing provisions of the General Partner authorizing Debentures in a manner materially adverse to the execution rights of the Holders or (iii) modify Section 2.15 hereof in a manner materially adverse to the rights of the Holders, it being understood that any Supplemental Indenture, and upon modification of the filing terms of the Debentures permitted pursuant to Section 9.04 in connection with a Remarketing that is made in accordance with the Trustee terms of evidence of the Indenture may be made without the consent of Noteholders any Holders of the Debentures. Section 1202 of the Base Indenture shall apply, as aforesaidamended, with respect to the Trustee shall join with the Issuer Debentures, and the Guarantor any reference in the execution of Base Indenture to such supplemental indenture unless such supplemental indenture affects the Trustee’s own rightsprovision shall, 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 purposes of the Noteholders under Debentures, be deemed to refer to this Section 9.02 to approve the particular form of any proposed Supplemental Indenture, but it shall be sufficient if such consent shall approve the substance thereof8.02.

Supplemental Indenture With Consent of Holders. With the consent (evidenced as provided in Article 8 hereof) of the Holders of not less than at least a majority in of the aggregate principal amount of the Notes of each series then Outstanding (including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, the Notes), the Company and the Trustee, at the time outstandingCompany’s expense, the Issuer, the Guarantor and the Trustee may, may from time to time and at any time, time enter into a Supplemental Indenture an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture Indenture, the Notes or any supplemental indenture or of modifying in any manner the rights of the Holders of the NotesHolders; provided, that however, that, without the consent of each Holder of an Outstanding Note affected, no such supplemental indenture shall, without the consent of the Holder of each Note affected thereby: (a) change the Stated Maturity of the principal of or any installment of interest on the Notes, reduce the principal amount of, or the rate or amount of interest on, or any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the Holder of the Notes, change the place of payment, or the coin or currency, for payment of principal of or interest on any Note or impair the right Notes whose Holders must consent to institute suit for the enforcement of any payment on or with respect to the Notesan amendment; (b) reduce the percentage in principal amount rate of or extend the outstanding stated time for payment of interest on the Notes necessary beyond the maximum time period of any permitt ed deferral of interest pursuant to modify or amend this Indenture, to waive compliance with certain provisions of this Indenture or certain defaults and their consequences provided in this Indenture, Article IV or to reduce increase the requirements maximum time period for any such interest deferral or to increase the maximum number of quorum or change voting requirements set forth in this Indenturetimes the Company may defer such Interest Payment; (c) reduce the principal of or extend the Maturity Date of the Notes; (d) reduce the redemption price of the Notes or amend or modify or affect in any manner adverse to the Holders the terms and conditions Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise; (e) make the Notes payable in a currency, or at a place of payment, other than that stated in the Note; (f) change the subordination provisions of the obligations of the Issuer or the Guarantor (except as provided Notes set forth in Section 15.04) Article VII in respect of the due and punctual payments of principal and interesta manner adverse to Holders; or (dg) modify make any of change in this Section 9.02 Article VIII that requires each Holder’s consent or 6.07 hereof or any of the provisions relating to in the waiver of certain past Defaults provisions in Section 3.02 or certain covenants, except to increase the required percentage to effect the action or to provide that certain other provisions may not be modified or waived without the consent of the Holders of the NotesSection 3.08. Upon the written request of the Issuer, accompanied by a copy of the resolutions of the General Partner authorizing the execution of any Supplemental IndentureCompany, and upon the filing with the Trustee of evidence of the consent of Noteholders Holders as aforesaidaforesaid and subject to Section 8.05, the Trustee shall join with the Issuer and the Guarantor 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 Holders do not be necessary for the consent of the Noteholders need under this Section 9.02 8.02 to approve the particular form of any proposed Supplemental Indenture, but it supplemental indenture. It shall be sufficient if such consent shall Holders approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver to the Holders a notice (with a copy to the Trustee) briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee), or any defect in the notice, will not impair or affect the validity of the supplemental indenture.

Supplemental Indenture With Consent of Holders. With the consent (evidenced as provided in Article 8 hereof) of the Holders of not less than a majority in aggregate principal amount of the Notes Securities of each all series at then Outstanding under this Indenture, considered as one class, by Act of said Holders delivered to the time outstandingCompany, XXX and the Trustee, the IssuerCompany and XXX, the Guarantor when authorized by a Board Resolution, may, and the Trustee mayTrustee, from time subject to time Sections 11.03 and at any time11.04, shall, enter into a Supplemental Indenture an indenture or indentures supplemental hereto for the purpose of adding any provisions to to, or changing in any manner or eliminating any of the provisions of, this Indenture; provided, however, that if there shall be Securities of this Indenture or any more than one series Outstanding hereunder and if a proposed supplemental indenture or modifying in any manner shall directly affect the rights of the Holders of Securities of one or more, but less than all, of such series, then the Notesconsent only of the Holders of a majority in aggregate principal amount of the Outstanding Securities of all series so directly affected, considered as one class, shall be required; and provided, further, that no such supplemental indenture shall, without the consent of the Holder of each Note Outstanding Security or coupon of each series directly affected thereby: (a) change the Stated Maturity of the principal of of, or any installment of interest on the Notes, reduce the principal amount of, or the rate or amount of interest on, or any Installment Payment Date, or the dates or circumstances of payment of premium, if any, on, any Security, or reduce the principal amount thereof or the interest thereon or any premium payable on upon the redemption of, the Notesthereof, or adversely affect any right of repayment of the Holder of the Notes, change the place of paymentpayment where, or the coin or currencycurrency in which, for payment of principal of any Security or the premium, if any, or the interest on any Note thereon is payable, or impair the right to institute suit for the enforcement of any such payment of principal or interest on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date) or such payment of premium, if any, on or after the date such premium becomes due and payable or change the dates or the amounts of payments to be made through the operation of a Sinking Fund or through installment payments of principal in respect of such Securities, or (b) permit the creation of any lien prior to or, except with respect to additional series of Securities issued in accordance with the Notes;terms of this Indenture, pari passu with the Lien of this Indenture with respect to any of the Pledged Property, or terminate the Lien of this Indenture on any Pledged Property (except in each case as permitted by, and pursuant to, Article Four) or deprive any Holder of the security afforded by the Lien of this Indenture, or (bc) reduce the percentage in principal amount of the outstanding Notes necessary to modify Outstanding Securities, the consent of whose Holders is required for any such supplemental indenture, or amend this Indenture, to waive the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences consequences) provided for in this Indenture, or to reduce the requirements of Section 13.04 for quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor (except as provided in Section 15.04) in respect of the due and punctual payments of principal and interest; voting, or (d) modify any of the provisions of this Section 9.02 or 6.07 hereof or any of the provisions relating to the waiver of certain past Defaults or certain covenantsSection 8.08, except to increase the required any percentage or percentages referred to effect the action in this Section or to provide that certain other provisions may of this Indenture cannot be modified or waived without the consent of the Holder of each Security affected thereby. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of the Notes. Upon the written request of the Issuer, accompanied by a copy of the resolutions of the General Partner authorizing the execution of any Supplemental Indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor in the execution Securities of such supplemental indenture unless series with respect to such supplemental indenture affects covenant or other provision, shall be deemed not to affect the Trustee’s own rights, duties or immunities rights 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 Noteholders under this Section 9.02 to approve the particular form Holders of Securities of any proposed Supplemental Indenture, but it shall be sufficient if such consent shall approve the substance thereofother series.

Supplemental Indenture With Consent of Holders. With Subject to the terms of the Intercreditor Agreement and Section 11.01 of the Common Agreement, with the consent (evidenced as provided in Article 8 hereof) of the Holders of not less than a majority in aggregate principal amount of the Notes then Outstanding, by Act of each series at said Holders delivered to the time outstandingIssuer and the Note Trustee, the Issuer, the Guarantor when authorized by a Board Resolution, may, and the Trustee mayNote Trustee, from time subject to time Section 8.3 and at any time8.4 hereof, shall, enter into a Supplemental Indenture an indenture or indentures supplemental hereto for the purpose of adding any mutually agreeable provisions to or changing in any manner or waiving or eliminating any of the provisions of this Indenture or any supplemental indenture or modifying in any manner the rights of the Holders of the NotesIndenture; provided, that however, that, except as set forth in Section 8.2(b), and subject to the terms of the Intercreditor Agreement and Section 11.01 of the Common Agreement, no such supplemental indenture shall, without the consent of the Holder all Holders of each Note Outstanding Notes directly affected thereby: (a) change the Stated Maturity of any Note or, the principal Stated Maturity of or any installment payment of interest or Additional Amounts on any Note, or the Notesdates or circumstances of payment of the Make-Whole Premium, reduce if any, on, the Note, or change the principal amount of, thereof or the rate or amount of interest on, thereon or any premium payable on upon the redemption of, the Notesthereof, or adversely affect any right of repayment of the Holder of the Notes, change the place Place of paymentPayment where, or the coin or currencycurrency in which, for payment of principal of or interest on any Note or the Make-Whole Premium, if any, or the interest or Additional Amounts thereon is payable, or impair the right to institute suit for the enforcement of any such payment of principal or interest on or with respect to after the Notes;Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date) or such payment of the Make-Whole Premium, if any, on or after the date such Make-Whole Premium becomes due and payable, or change the Redemption Date or the terms of payment or redemption; or (b) reduce the percentage in principal amount of the outstanding Notes necessary to modify Outstanding Notes, the consent of whose Holders is required for any such supplemental indenture, or amend this Indenture, to waive compliance with certain provisions the consent of this Indenture or certain defaults and their consequences whose Holders is required for any waiver provided for in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture;; or (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations provisions of the Issuer or the Guarantor (except as provided in this Section 15.04) in respect of the due and punctual payments of principal and interest8.2 hereof; or (d) modify release a Sponsor from any of its obligations under the Sponsor Credit Support or modify the Common Agreement or any other Note Document (in each case other than in accordance with its terms); or (e) terminate the Lien of the Security Documents, on any Collateral or deprive any Holder of the security afforded by the Lien of the Security Documents, except to the extent expressly permitted by this Section 9.02 or 6.07 hereof Indenture, the Common Agreement or any of the provisions relating to Security Documents. Upon receipt by the waiver Note Trustee of certain past Defaults or certain covenants, except to increase the required percentage to effect the action or to provide that certain other provisions may not be modified or waived without the consent a Board Resolution of the Holders of Issuer and such other documentation as the Notes. Upon the written request of the Issuer, accompanied by a copy of the resolutions of the General Partner authorizing the execution of any Supplemental IndentureNote Trustee may reasonably require, and upon the filing with the Note Trustee of evidence of the consent Act of Noteholders as aforesaidsaid Holders, the Note Trustee shall join with the Issuer and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture affects or other instrument, as the Trustee’s own rightscase may be, duties or immunities under this Indenture or otherwise, in which case subject to the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indentureprovisions of Sections 8.3 and 8.4 hereof and the Common Agreement and the Intercreditor Agreement. It shall not be necessary for the consent any Act of the Noteholders Holders under this Section 9.02 8.2 to approve the particular form of any proposed Supplemental Indenturesupplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof.

Supplemental Indenture With Consent of Holders. With the consent (evidenced as provided in Article 8 hereof) of the Holders of not less than a majority in aggregate principal amount of the Notes of each series at the time outstanding, the Issuer, the Guarantor and the Trustee may, from time to time and at any time, enter into a Supplemental Indenture 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 modifying in any manner the rights of the Holders of the Notes; provided, that no such supplemental indenture shall, without the consent of the Holder of each Note affected thereby: (a) change the Stated Maturity of the principal of or any installment of interest on the Notes, reduce the principal amount of, or the rate or amount of interest on, or any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the Holder of the Notes, change the place of payment, or the coin or currency, for payment of principal of or interest on any Note or impair the right to institute suit for the enforcement of any payment on or with respect to the Notes; (b) reduce the percentage in principal amount of the outstanding Notes necessary to modify or amend this Indenture, to waive compliance with certain provisions of this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor (except as provided in Section 15.04) in respect of the due and punctual payments of principal and interest; or (d) modify any of this Section 9.02 or 6.07 hereof or any of the provisions relating to the waiver of certain past Defaults or certain covenants, except to increase the required percentage to effect the action or to provide that certain other provisions may not be modified or waived without the consent of the Holders of the Notes. Upon the written request of the Issuer, accompanied by a copy of the resolutions of the General Partner authorizing the execution of any Supplemental Indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the 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 Noteholders under this Section 9.02 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 Holders. With the consent (evidenced as provided in Article 8 hereof) of the Majority Holders of not less than a majority in aggregate principal amount Bonds of all series then Outstanding, considered as one class, by Act of said Holders delivered to the Notes of each series at Issuer and the time outstandingTrustee, the Issuer, when authorized by a Board Resolution (a copy of which shall be delivered to the Guarantor Trustee), may, and the Trustee mayTrustee, from time subject to time Sections 14.3 and at any time14.4, shall, enter into a Supplemental Indenture an indenture or indentures supplemental hereto for the purpose of adding any mutually agreeable provisions to or changing in any manner or eliminating any of the provisions of, this Indenture; provided, however, that if there shall be Bonds of this Indenture or any more than one series Outstanding hereunder and if a proposed supplemental indenture or modifying in any manner shall directly affect the rights of the Holders of one or more, but less than all, of such series, then the Notesconsent only of the Holders of not less than a Majority in aggregate principal amount of the Outstanding Bonds of all series so directly affected, considered as one class, shall be required; and provided, further, that no such supplemental indenture shall, without the consent of the Holder of each Note Outstanding Bond directly affected thereby:, (a) change any Scheduled Payment Date, or the Stated Maturity dates or circumstances of the principal payment of premium, if any, on any Bond, or any installment of interest on the Notes, reduce change the principal amount of, thereof or the rate or amount of interest on, thereon or any premium payable on upon the redemption of, the Notesthereof, or adversely affect any right of repayment of the Holder of the Notes, change the place of paymentpayment where, or the coin or currencycurrency in which, for payment of principal of any Bond or the premium, if any, or the interest on any Note thereon is payable, or impair the right to institute suit for the enforcement of any such payment of principal or interest on or after the Scheduled Payment Date for such payment (or, in the case of redemption, on or after the Redemption Date) or such payment of premium, if any, on or after the date such premium becomes due and payable in respect of such Bonds; or (b) except to the extent expressly permitted by this Indenture or any of the Collateral Documents, permit the creation of any Lien prior to or, except as contemplated by Section 6.16, pari passu with the Lien of the Collateral Documents with respect to any of the Notes;Collateral, terminate the Lien of the Collateral Documents on any Collateral or deprive any Holder of the security afforded by the Lien of the Collateral Documents; or (bc) reduce the percentage in principal amount of the outstanding Notes necessary to modify Outstanding Bonds, the consent of whose Holders is required for any such supplemental indenture, or amend this Indenture, to waive the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture, ; or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor (except as provided in Section 15.04) in respect of the due and punctual payments of principal and interest; orNRG Northeast Generating Indenture ---------------------------------- (d) modify any of the provisions of Section 10.12 or of this Section 9.02 14.2. A supplemental indenture that changes or 6.07 hereof eliminates any covenant or other provision of this Indenture or any Collateral Document which has expressly been included solely for the benefit of one or more particular series of Bonds, or which modifies the provisions relating to the waiver of certain past Defaults or certain covenants, except to increase the required percentage to effect the action or to provide that certain other provisions may not be modified or waived without the consent rights of the Holders of the Notes. Upon the written request of the Issuer, accompanied by a copy of the resolutions of the General Partner authorizing the execution of any Supplemental Indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor in the execution Bonds of such supplemental indenture unless series with respect to such supplemental indenture affects covenant or other provision, shall be deemed not to affect the Trustee’s own rights, duties or immunities rights 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 Noteholders under this Section 9.02 to approve the particular form Holders of Bonds of any proposed Supplemental Indenture, but it shall be sufficient if such consent shall approve the substance thereofother series.

Supplemental Indenture With Consent of Holders. With the consent (evidenced as provided in Article 8 hereof) of the Holders of not less than a majority in aggregate principal amount of the Notes of each series at the time outstanding, the Issuer, the Guarantor Issuer and the Trustee may, from time to time and at any time, enter into a Supplemental Indenture 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 modifying in any manner the rights of the Holders of the Notes; provided, that no such supplemental indenture shall, without the consent of the Holder of each Note affected thereby: (a) change the Stated Maturity of the principal of or any installment of interest on the Notes, reduce the principal amount of, or the rate or amount of interest on, or any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the Holder of the Notes, change the place of payment, or the coin or currency, for payment of principal of or interest on any Note or impair the right to institute suit for the enforcement of any payment on or with respect to the Notes; (b) reduce the percentage in principal amount of the outstanding Notes necessary to modify or amend this Indenture, to waive compliance with certain provisions of this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor (except as provided in Section 15.04) in respect of the due and punctual payments of principal and interest; or (d) modify any of this Section 9.02 or 6.07 hereof or any of the provisions relating to the waiver of certain past Defaults or certain covenants, except to increase the required percentage to effect the action or to provide that certain other provisions may not be modified or waived without the consent of the Holders of the Notes; or (e) change the terms of the subordination of the Notes in a manner adverse in any material respect to the Holders of the notes. Upon the written request of the Issuer, accompanied by a copy of the resolutions of the General Partner Issuer authorizing the execution of any Supplemental Indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the 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 Noteholders under this Section 9.02 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 Holders. With the consent (evidenced as provided in Article 8 hereof6) of the Holders of not less than at least a majority in of the aggregate principal amount of the Notes then Outstanding (determined in accordance with the definition of each series “Outstanding” in Section 1.01 of the Base Indenture and with Article 6 and including, without limitation, consents obtained in connection with a repurchase of the, or tender or exchange offer for, Notes), the Company, when authorized by the resolutions of the Board of Directors and the Trustee, at the time outstandingCompany’s expense, the Issuer, the Guarantor and the Trustee may, may from time to time and at any time, time enter into a Supplemental Indenture an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this the Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders of the NotesHolders; provided, that however, that, without the consent of each Holder of an Outstanding Note affected, no such supplemental indenture shall, without the consent of the Holder of each Note affected thereby: (a) change reduce the Stated Maturity amount of Notes whose Holders must consent to an amendment; (b) reduce the rate of or extend the stated time for payment of interest on any Note; (c) reduce the principal of or extend the Maturity Date of any installment Note; (d) make any change that adversely affects the conversion rights of interest on the any Notes, ; (e) reduce the principal amount ofRedemption Price or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise; (f) make any Note payable in a currency, or the rate or amount of interest on, or any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the Holder of the Notes, change the at a place of payment, or other than that stated in the coin or currency, for Note; (g) change the ranking of the Notes; (h) impair the right of any Holder to receive payment of principal of or and interest on any Note such Holder’s Notes on or impair after the right due dates therefor or to institute suit for the enforcement of any payment on or with respect to the such Holder’s Notes; (b) reduce the percentage in principal amount of the outstanding Notes necessary to modify or amend this Indenture, to waive compliance with certain provisions of this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor (except as provided in Section 15.04) in respect of the due and punctual payments of principal and interest; or (di) modify make any of change in this Section 9.02 Article 8 that requires each Holder’s consent or 6.07 hereof or any of the provisions relating to in the waiver of certain past Defaults provisions in Section 5.03 or certain covenants, except to increase the required percentage to effect the action or to provide that certain other provisions may not be modified or waived without the consent of the Holders of the NotesSection 5.10. Upon the written request of the Issuer, accompanied by a copy of the resolutions of the General Partner authorizing the execution of any Supplemental IndentureCompany, and upon the filing with the Trustee of evidence of the consent of Noteholders Holders as aforesaidaforesaid and subject to Section 8.06, the Trustee shall join with the Issuer and the Guarantor Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own only rights, duties or immunities under this the 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 Holders do not be necessary for the consent of the Noteholders need under this Section 9.02 8.03 to approve the particular form of any proposed Supplemental Indenture, but it supplemental indenture. It shall be sufficient if such consent shall Holders approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall mail to the Holders a notice briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders, or any defect in the notice, will not impair or affect the validity of the supplemental indenture.

Supplemental Indenture With Consent of Holders. With the consent (evidenced as provided in Article 8 hereof) of the Holders of not less than a majority in aggregate principal amount of the Notes Securities of each all series at then Outstanding, considered as one (1) class, by Act of such Holders delivered to the time outstandingIDB, the IssuerMobile Energy Parties and the Trustee, the Guarantor IDB, when authorized by Board Resolutions, may, and the Trustee mayTrustee, from time subject to time Sections 11.3 and at any time11.4, shall, enter into a Supplemental Indenture 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 Indenture; provided, however, that if there shall be Securities of more than one (1) series Outstanding hereunder and if a proposed supplemental indenture or modifying in any manner shall directly affect the rights of the Holders of one (1) or more, but less than all, of such series, then the Notesconsent only of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of all series so directly affected, considered as one (1) class, shall be required; providedprovided further, however, that no such supplemental indenture shall, without the consent of the Holder of each Note Outstanding Security directly affected thereby: (a) change the Stated Maturity of any Security (or, if the principal thereof is payable in installments, the Stated Maturity of any such installment), or of any installment payment of interest thereon, or the dates or circumstances of payment of premium, if any, on the Notesany Security, reduce or change the principal amount of, thereof or the rate or amount of interest on, thereon or any premium payable on upon the redemption of, the Notesthereof, or adversely affect any right of repayment of the Holder of the Notes, change the place of paymentpayment where, or the coin or currencycurrency in which, for payment of principal of any Security or the premium, if any, or the interest on any Note thereon is payable, or impair the right to institute suit for the enforcement of any such payment of principal or interest on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date) or such payment of premium, if any, on or after the date such premium becomes due and payable or change the dates or the amounts of payments to be made through the operation of the Sinking Fund in respect of such Securities, if any; or (b) permit the creation of any Lien prior to or pari passu with the Lien of the Security Documents with respect to any of the Notes;Tax-Exempt Indenture Securities Collateral, or terminate the Lien of the Security Documents on any Tax-Exempt Indenture Securities Collateral or deprive any Holder of the security afforded by the Lien of the Security Documents, except to the extent expressly permitted by this Indenture or any of the Security Documents; or (bc) reduce the percentage in principal amount of the outstanding Notes necessary to modify Outstanding Securities, the consent of whose Holders is required for any such supplemental indenture, or amend this Indenture, to waive the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences consequences) provided for in this Indenture, or to reduce the requirements of Section 13.4 for quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor (except as provided in Section 15.04) in respect of the due and punctual payments of principal and interestvoting; or (d) modify any of this Section 9.02 or 6.07 hereof or any of the provisions relating to the waiver of certain past Defaults Section 3.2 or certain covenants, Section 8.7 (except to increase the percentage of the principal amount of the Outstanding Securities required percentage to effect the action waive past defaults) or of this Section 11.2 (except to provide that certain other provisions may of this Indenture cannot be modified or waived without the consent of the Holder of each Security affected thereby). A supplemental indenture that changes or eliminates any covenant or other provision of this Indenture that has expressly been included solely for the benefit of one (1) or more particular series of Securities, or that modifies the rights of the Holders of the Notes. Upon the written request of the Issuer, accompanied by a copy of the resolutions of the General Partner authorizing the execution of any Supplemental Indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor in the execution Securities of such supplemental indenture unless series with respect to such supplemental indenture affects covenant or other provision, shall be deemed not to affect the Trustee’s own rights, duties or immunities rights 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 Noteholders under this Section 9.02 to approve the particular form Holders of Securities of any proposed Supplemental Indenture, but it shall be sufficient if such consent shall approve the substance thereofother series.

Supplemental Indenture With Consent of Holders. With the consent (evidenced as provided in Article 8 hereof) of the Holders of not less than a majority 66-2/3% in aggregate principal amount of the Notes Outstanding Securities of each series at affected by such supplemental indenture, by Act of said Holders delivered to the time outstandingCompany and the Trustee, the IssuerCompany, the Guarantor when authorized by a Board Resolution, and the Trustee may, from time to time and at any time, may enter into a Supplemental Indenture 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 NotesSecurities of such series and any related coupons under this Indenture; provided, however, that no such supplemental indenture shall, except as otherwise specified as contemplated by Section 301, without the consent of the Holder of each Note Outstanding Security affected thereby:, (a) change the Stated Maturity Date of the principal of of, or any installment of interest on the Notes, reduce the principal amount of, or the rate or amount of interest on, or any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the Holder of the Notes, change the place of payment, or the coin or currency, for payment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of any interest thereon (or change the formula for determining the rate of interest thereon) or any premium payable upon the redemption thereof, or change any obligation of the Company to pay additional amounts pursuant to Section 1004, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502 or change the Place of Payment where, or change the coin or currency in which, any principal or any premium or any interest on any Note Security is payable, or impair the right to institute suit for the enforcement of any such payment on or with respect to after the Notes;Stated Maturity Date thereof (or, in the case of redemption, or on or after the Redemption Date), or (b) reduce the percentage in principal amount of the outstanding Notes necessary to modify Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or amend this Indenture, to waive the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences consequences) provided for in this Indenture, or to reduce the requirements of Section 1304 for quorum or change voting requirements set forth in this Indenture;voting, or (c) modify or affect in change any manner adverse to the Holders the terms and conditions obligation of the obligations of Company to maintain an office or agency in the Issuer or places and for the Guarantor (except as provided purposes specified in Section 15.04) in respect of the due and punctual payments of principal and interest; 1002, or (d) modify any of this Section 9.02 or 6.07 hereof or any of the provisions relating to the waiver of certain past Defaults this Section, Section 513 or certain covenantsSection 1010, except to increase the required any such percentage to effect the action or to provide that certain other provisions may of this Indenture cannot be modified or waived without the consent of the Holders Holder of the Notes. Upon the written request of the Issuereach Outstanding Security affected thereby; provided, accompanied by a copy of the resolutions of the General Partner authorizing the execution of any Supplemental Indenturehowever, and upon the filing with the Trustee of evidence of that this clause shall not be deemed to require the consent of Noteholders as aforesaidany Holder of a Security or coupon with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 1010, or the Trustee shall join deletion of this proviso, in accordance with the Issuer requirements of Sections 611(b) and 901(h). A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the Guarantor in benefit of one or more particular series of Securities, or which modifies the execution rights of the Holders of Securities of such supplemental indenture unless series with respect to such supplemental indenture affects covenant or other provision, shall be deemed not to affect the Trustee’s own rights, duties or immunities rights under this Indenture or otherwise, in which case of the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indentureHolders of Securities of any other series. It shall not be necessary for the consent any Act of the Noteholders Holders of Securities under this Section 9.02 to approve the particular form of any proposed Supplemental Indenturesupplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof.

Supplemental Indenture With Consent of Holders. (a) With the consent (evidenced as provided in Article 8 hereof) of the Holders of not less than Notes representing at least a majority in aggregate principal amount of all Outstanding Notes affected by such supplemental indenture, by Act of said Holders delivered to the Notes of each series at Trust and the time outstandingIndenture Trustee, the Issuer, the Guarantor Trust and the Indenture Trustee may, from time to time and at any time, may enter into a Supplemental Indenture one or more indentures supplemental hereto for the purpose of adding any provisions to to, or changing in any manner or eliminating any of the provisions of of, this Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders of the NotesNotes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Note affected thereby: (ai) change the Stated Maturity Date of the principal of, or the time of or any installment payment of interest on the Noteson, any Note; (ii) reduce the principal amount of, or the rate or amount of interest on, on or any premium payable on redemption ofon, the Notes, or adversely affect any right Note; (iii) change any Place of repayment of the Holder of the Notes, change the place of paymentPayment where, or the coin or currencycurrency in which the principal of, for payment of principal of premium, if any, or interest on on, any Note is payable; (iv) impair or impair affect the right of any Holder to institute suit for the enforcement of any payment on or with respect to the Notes; (bv) reduce the percentage in of the aggregate principal amount of the outstanding Notes necessary to modify Outstanding Notes, the consent of the Holders of which is required for any such supplemental indenture, or amend this Indenture, to waive the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults thereunder and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth for in this Indenture; (cvi) modify any of the provisions of this Section or similar provisions, except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (vii) modify or alter the provisions of the proviso to the definition of the term “Outstanding”; (viii) modify or affect in any manner adverse to the Holders interest of any Holder the terms and conditions of the obligations of the Issuer or the Guarantor (except as provided in Section 15.04) in respect of Trust regarding the due and punctual payments payment of the principal and interestof or interest on, or any other amounts due with respect to, the Notes; or (dix) modify permit the creation of any Lien ranking prior to or on a parity with the Lien of this Section 9.02 Indenture with respect to any part of any Collateral or 6.07 hereof terminate the Lien of this Indenture on any property held for the benefit and security of Holders at any time subject hereto or deprive any Holder of the provisions relating to security afforded by the waiver Lien of certain past Defaults or certain covenants, except to increase the required percentage to effect the action or to provide that certain other provisions may not be modified or waived without the consent of the Holders of the Notes. Upon the written request of the Issuer, accompanied by a copy of the resolutions of the General Partner authorizing the execution of any Supplemental this Indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this . (b) The Indenture or otherwise, in which case the Trustee may in its discretiondiscretion determine whether or not any Notes would be affected by any supplemental indenture (and may receive and conclusively rely upon an Opinion of Counsel in doing so) and any such determination shall be conclusive upon all the Holders, but whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be obligated to, enter into liable for any such supplemental indenturedetermination made in good faith. It shall not be necessary for the consent any Act of the Noteholders Holders under this Section 9.02 to approve the particular form of any proposed Supplemental Indenturesupplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Trust and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Trust to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. (c) Notwithstanding any other provision, the Trust will not enter into any supplemental indenture with the Indenture Trustee or permit this Indenture to be amended or modified if such supplemental indenture, amendment or modification would cause the Trust not to be treated as a grantor trust for United States federal income tax purposes.

Supplemental Indenture With Consent of Holders. With the consent (evidenced as provided in Article 8 hereof) of the Holders of not less than a majority in aggregate principal amount of the Notes of each series at the time outstanding, the Issuer, the Guarantor and the Trustee may, from time to time and at any time, enter into a Supplemental Indenture 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 modifying in any manner the rights of the Holders of the Notes; provided, that no such supplemental indenture shall, without the consent of the Holder of each Note affected thereby: (a) change the Stated Maturity of the principal of or any installment of interest on the Notes, reduce the principal amount of, or the rate or amount of interest on, or any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the Holder of the Notes, change the place of payment, or the coin or currency, for payment of principal of or interest on any Note or impair the right to institute suit for the enforcement of any payment on or with respect to the Notes; (b) reduce the percentage in principal amount of the outstanding Notes necessary to modify or amend this Indenture, to waive compliance with certain provisions of this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor (except as provided in Section 15.0416.04) in respect of the due and punctual payments of principal and interest; or (d) modify any of this Section 9.02 or 6.07 hereof or any of the provisions relating to the waiver of certain past Defaults or certain covenants, except to increase the required percentage to effect the action or to provide that certain other provisions may not be modified or waived without the consent of the Holders of the Notes; or (e) change the terms of the subordination of the Notes in a manner adverse in any material respect to the Holders of the notes. Upon the written request of the Issuer, accompanied by a copy of the resolutions of the General Partner authorizing the execution of any Supplemental Indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the 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 Noteholders under this Section 9.02 to approve the particular form of any proposed Supplemental Indenture, but it shall be sufficient if such consent shall approve the substance thereof.