Common use of Supplemental Indentures Requiring Consent of Holders Clause in Contracts

Supplemental Indentures Requiring Consent of Holders. With the consent (evidenced as provided in Article 7 hereof) of the Holders of not less than a majority in aggregate principal amount of the Securities at the time Outstanding of all Series affected by such supplemental indenture, the Company, when authorized by a Board Resolution, any Guarantor (with respect to a Guarantee to which it is a party or this Indenture) and the Trustee for such Series of Securities may, from time to time and at any time, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act, if such Act shall then be applicable to this Indenture, as in force at the date of execution thereof) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of each such Series; provided, that no such supplemental indenture shall (a) change the final maturity of any Security, reduce the principal amount thereof, reduce the rate or extend the time of payment of interest thereon or reduce any amount payable on redemption thereof, change the Currency in which payments in respect of any Security are made, impair or affect the right of any Holder to institute suit for payment thereof or release any Guarantor from any of its obligations under its Guarantee or this Indenture, except as permitted by this Indenture, or (b) reduce the aforesaid percentage of Securities of any Series, the consent of the Holders of which is required for any such supplemental indenture, in each case, without the consent of each Holder so affected. Upon the request of the Company, accompanied by a copy of a Board Resolution certified by the secretary or an assistant secretary of the Company authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee for the Series of Securities affected thereby of evidence of the consent of Holders as set forth herein and other documents, if any, required by Section 7.1 hereof, the Trustee for such Series of Securities shall join with the Company and the Guarantors in the execution of such supplemental indenture unless such supplemental indenture affects such Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case such Trustee may, in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental indenture, and it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section 8.2, the Company shall give notice in the manner and to the extent provided in Section 12.4 hereof to the Holders of each Series affected thereby at their addresses as they shall appear on the Securities Register, setting forth, in general terms, the substance of such supplemental indenture. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. For the purposes of this Section 8.2 hereof only, if the Securities of any Series are issuable upon the exercise of warrants, each holder of an unexercised and unexpired warrant with respect to such Series shall be deemed to be a Holder of Outstanding Securities of such Series in the amount issuable upon the exercise of such warrant. For such purposes, the ownership of any such warrant shall be determined by the Company in a manner consistent with customary commercial practices. The Trustee for such Series shall be entitled to rely on an Officer’s Certificate as to the principal amount of Securities of such Series in respect of which consents shall have been executed by holders of such warrants.

Supplemental Indentures Requiring Consent of Holders. With Exclusive of Supplemental Indentures to which reference is made in Section 8.02 hereof and subject to the terms, provisions and limitations contained in this Section, and not otherwise, with the consent (evidenced as provided in Article 7 hereof) of the Holders of not less than a majority in aggregate principal amount of the Securities Bonds at the time Outstanding outstanding, evidenced as provided in this Indenture, with the consent of all Series affected by such supplemental indenturethe Borrower and the Bank, the Company, when authorized by a Board Resolution, any Guarantor (with respect to a Guarantee to which it is a party or this Indenture) Issuer and the Trustee for such Series of Securities may, from time to time may execute and at any time, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act, if such Act shall then be applicable to this Indenture, as in force at the date of execution thereof) for the purpose of deliver Supplemental Indentures adding any provisions to or to, changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture Supplemental Indenture or of modifying restricting in any manner the rights of the Holders of each such Series; providedHolders. Nothing in this Section or Section 8.02 hereof shall permit, that no such supplemental indenture shall or be construed as permitting: (a) change without the final consent of the Holder of each Bond so affected and the Bank, (i) an extension of the maturity of the principal of or the interest on any SecurityBond, reduce (ii) a reduction in the principal amount thereof, reduce of any Bond or the rate of interest or extend premium thereon, or (iii) a reduction in the amount or extension of the time of payment of interest thereon or reduce any amount payable on redemption thereof, change the Currency in which payments in respect paying of any Security are made, impair or affect the right of any Holder to institute suit for payment thereof or release any Guarantor from any of its obligations under its Guarantee or this Indenture, except as permitted by this Indenturemandatory sinking fund requirements, or 79 (b) reduce the aforesaid percentage of Securities of any Series, without the consent of the Holders of which is all Bonds then outstanding and the Bank, (i) the creation of a privilege or priority of any Bond or Bonds over any other Bond or Bonds, or (ii) a reduction in the aggregate principal amount of the Bonds required for consent to a Supplemental Indenture. If the Issuer shall request that the Trustee execute and deliver any such supplemental indenture, in each case, without the consent of each Holder so affected. Upon the request Supplemental Indenture for any of the Companypurposes of this Section, accompanied by a copy of a Board Resolution certified by the secretary or an assistant secretary upon (a) being satisfactorily indemnified with respect to its expenses in connection therewith, and (b) receipt of the Company authorizing Borrower's and Bank's consent to the proposed execution of any such supplemental indenture, and upon the filing with the Trustee for the Series of Securities affected thereby of evidence delivery of the consent of Holders as set forth herein and other documents, if any, required by Section 7.1 hereofSupplemental Indenture, the Trustee for such Series of Securities shall join with the Company and the Guarantors in the execution of such supplemental indenture unless such supplemental indenture affects such Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case such Trustee may, in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent cause notice of the Holders under this Section 8.2 proposed execution and delivery of the Supplemental Indenture to approve the particular form of any proposed supplemental indenturebe mailed by first class mail, and it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant postage prepaid, to the provisions of this Section 8.2, the Company shall give notice in the manner and to the extent provided in Section 12.4 hereof to the all Holders of each Series affected thereby Bonds then outstanding at their addresses as they shall appear on the Securities RegisterRegister at the close of business on the fifteenth day preceding that mailing. The Trustee shall not be subject to any liability to any Holder by reason of the Trustee's failure to mail, setting forth, in general termsor the failure of any Holder to receive, the substance of such supplemental indenturenotice required by this Section. Any failure of the Company to mail such notice, or any defect therein, that nature shall not, however, in any way impair or not affect the validity of any such supplemental indenturethe Supplemental Indenture when there has been consent thereto as provided in this Section. For The notice shall set forth briefly the purposes nature of this Section 8.2 hereof onlythe proposed Supplemental Indenture and shall state that copies thereof are on file at the principal Indiana corporate trust office of the Trustee for inspection by all Holders. If the Trustee shall receive, if within a period prescribed by the Securities Issuer, of any Series are issuable upon not less than sixty (60) days, but not exceeding one year, following the exercise mailing of warrantsthe notice, each holder of an unexercised and unexpired warrant with respect instrument or document or instruments or documents, in form to such Series shall be deemed which the Trustee does not reasonably object, purporting to be a Holder of Outstanding Securities of such Series in the amount issuable upon the exercise of such warrant. For such purposes, the ownership of any such warrant shall be determined executed by the Company Holders of at least a majority in a manner consistent with customary commercial practices. The Trustee for such Series shall be entitled to rely on an Officer’s Certificate as to the aggregate principal amount of Securities the Bonds then outstanding (which instrument or document or instruments or documents shall refer to the proposed Supplemental Indenture in the form described in the notice and specifically shall consent to the Supplemental Indenture in substantially that form), the Trustee shall, but shall not otherwise, execute and deliver the Supplemental Indenture in substantially the form to which reference is made in the notice as being on file with the Trustee, without liability or responsibility to any Holder, regardless of whether that Holder shall have consented thereto. Any consent shall be binding upon the Holder of the Bond giving the consent and, anything herein to the contrary notwithstanding, upon any subsequent Holder of that Bond and of any Bond issued in exchange therefor (regardless of whether the subsequent Holder has notice of the consent to the Supplemental Indenture). A consent may be revoked in writing, however, by the Holder who gave the consent or by a subsequent Holder of the Bond by a revocation of such Series in respect consent received by the Trustee prior to the execution and delivery by the Trustee of which consents the Supplemental Indenture. At any time after the Holders of the required percentage of Bonds shall have filed their consents to the Supplemental Indenture, the Trustee shall make and file with the Issuer a written statement that the Holders of the required percentage of Bonds have filed those consents. That written statement shall be conclusive evidence that the consents have been executed by holders so filed. 80 If the Holders of such warrantsthe required percentage in aggregate principal amount of Bonds outstanding shall have consented to the Supplemental Indenture, as provided in this Section, no Holder shall have any right (a) to object to (i) the execution or delivery of the Supplemental Indenture, (ii) any of the terms and provisions contained therein, or (iii) the operation thereof, (b) to question the propriety of the execution and delivery thereof, or (c) to enjoin or restrain the Trustee or the Issuer from that execution or delivery or from taking any action pursuant to the provisions thereof.

Supplemental Indentures Requiring Consent of Holders. With Exclusive of supplemental indentures covered by Section 12.01 and subject to the terms and provisions contained in this Section, and not otherwise, a Majority of Holders shall have the right, from time to time, anything contained herein to the contrary notwithstanding, to consent to and approve the execution by the Issuer and the Trustee of such other indenture or indentures supplemental hereto as shall be deemed necessary and desirable by the Issuer for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained herein or in any supplemental indenture; provided, however, that nothing in this Section contained shall permit, or be construed as permitting, (a) an extension of the maturity date (or mandatory sinking fund redemption date) on which the principal of or the interest on any Bond is, or is to become, due and payable, (b) a reduction in the principal amount of any Bond, the rate of interest thereon or any redemption premium, (c) a privilege or priority of any bond or Series 2017 Bond over any other Series 2017 Bond, or (d) a reduction in the principal amount of the Bonds required for consent to such supplemental indenture without the consent of two-thirds (evidenced as provided in Article 7 hereof2/3) of the Holders of not less than a majority in aggregate principal amount of the Securities at the time Outstanding of all Series 2017 Bonds adversely affected by such amendment. If the Issuer shall request the Trustee to enter into any such supplemental indentureindenture for any of the purposes of this Section, the CompanyTrustee shall, when authorized by a Board Resolution, any Guarantor (upon being satisfactorily indemnified with respect to expenses, cause written notice of the proposed execution of such supplemental indenture together with a Guarantee copy of such proposed supplemental indenture to which it is a party be given by first class mail, postage prepaid, to the Holders of the Bonds at their addresses shown on the Trustee’s books of registration. If, within sixty (60) days or this Indenture) and such longer period as shall be prescribed by the Trustee for following the mailing of such Series notice, a Majority of Securities mayHolders approves such supplemental indenture then no Holder of such Bonds shall have any right to object to any of the terms and provisions contained therein, or the operation thereof, or in any manner to question the propriety of the execution thereof, or to enjoin or restrain the Trustee or the Issuer from time to time and at executing the same or from taking any time, enter into an indenture or indentures supplemental hereto (which shall conform action pursuant to the provisions of the Trust Indenture Act, if such Act shall then be applicable to this Indenture, as in force at the date of execution thereof) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of each such Series; provided, that no such supplemental indenture shall (a) change the final maturity of any Security, reduce the principal amount thereof, reduce the rate or extend the time of payment of interest thereon or reduce any amount payable on redemption thereof, change the Currency in which payments in respect of any Security are made, impair or affect the right of any Holder to institute suit for payment thereof or release any Guarantor from any of its obligations under its Guarantee or this Indenture, except as permitted by this Indenture, or (b) reduce the aforesaid percentage of Securities of any Series, the consent of the Holders of which is required for any such supplemental indenture, in each case, without the consent of each Holder so affected. Upon the request of the Company, accompanied by a copy of a Board Resolution certified by the secretary or an assistant secretary of the Company authorizing the execution of any such supplemental indentureindenture as in this Section permitted and provided, this Indenture shall be modified and upon amended in accordance therewith. Anything herein to the filing with contrary notwithstanding, a supplemental indenture under this Article XII shall not become effective unless and until the Trustee for the Series of Securities affected thereby of evidence of the consent of Holders as set forth herein and other documents, if any, required by Section 7.1 hereof, the Trustee for such Series of Securities Obligated Group shall join with the Company and the Guarantors in have consented to the execution of such supplemental indenture unless such supplemental indenture affects such Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case such Trustee may, in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental indenture, and it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section 8.2, the Company shall give notice in the manner and to the extent provided in Section 12.4 hereof to the Holders of each Series affected thereby at their addresses as they shall appear on the Securities Register, setting forth, in general terms, the substance delivery of such supplemental indenture. Any failure In this regard, the Trustee shall cause notice of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity proposed execution and delivery of any such supplemental indenture. For indenture together with a copy of the purposes of this Section 8.2 hereof only, if the Securities of any Series are issuable upon the exercise of warrants, each holder of an unexercised and unexpired warrant with respect to such Series shall be deemed proposed supplemental indenture to be a Holder of Outstanding Securities of such Series in the amount issuable upon the exercise of such warrant. For such purposes, the ownership of any such warrant shall be determined mailed by the Company in a manner consistent with customary commercial practices. The Trustee for such Series shall be entitled to rely on an Officer’s Certificate as certified or registered mail to the principal amount of Securities of such Series in respect of which consents shall have been executed by holders of such warrants.Obligated Group at least fifteen

Supplemental Indentures Requiring Consent of Holders. With Exclusive‌ of supplemental indentures covered by Section 10.1 hereof and subject to the terms and provisions contained in this Section, and not otherwise, the Trustee, upon receipt of an instrument evidencing the consent (evidenced as provided in Article 7 hereof) of to the below-mentioned supplemental indenture by the Bondholder Representative or the Holders of not less than 51% of the aggregate principal amount of Bonds Outstanding and the Borrower, shall join with the Issuer in the execution of such other indenture or indentures supplemental hereto as shall be deemed necessary and desirable for the purpose of modifying, altering, amending, adding to, or rescinding, in any particular, any of the terms or provisions contained in this Indenture or in any supplemental indenture; provided, however, that nothing herein contained shall permit or be construed as permitting without the consent of the Holders of 100% of the principal amount of all Bonds adversely affected thereby: (1) an extension of the date when the principal or the interest on or any premium on any Bond is due; (2) a majority reduction in the principal amount of any Bond or the rate of interest thereon, or any premium; (3) a privilege or priority of any Bond or Bonds over any other Bond or Bonds except as may be otherwise expressly provided herein; (4) a reduction in the aggregate principal amount of the Bonds required for consent to such supplemental indenture; or (5) the modification of any of the provisions of this Section 10.2. If at any time the Issuer shall request the Trustee to enter into any such supplemental indenture for any of the purposes of this Section 10.2, the Trustee shall, upon being satisfactorily indemnified with respect to expenses, cause notice of the proposed execution of such supplemental indenture to be mailed by first class mail, postage prepaid, to the Borrower and the Holders at the addresses shown on the Bond Register. Such notice shall briefly set forth the nature of the proposed supplemental indenture and shall state that copies thereof are on file at the Principal Office of the Trustee for inspection by the Borrower and all Holders. The Trustee shall not, however, be subject to any liability to any Holder by reason of its failure to mail such notice to any particular Holder if notice was generally mailed to Holders, and any such failure shall not affect the validity of such supplemental indenture when consented to and approved as provided in this Section 10.2. If the Borrower and the Bondholder Representative or the Holders of not less than the applicable percentage (as referenced above) in aggregate principal amount of the Securities Bonds then Outstanding at the time Outstanding of all Series affected by such supplemental indenture, the Company, when authorized by a Board Resolution, any Guarantor (with respect to a Guarantee to which it is a party or this Indenture) and the Trustee for such Series of Securities may, from time to time and at any time, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act, if such Act shall then be applicable to this Indenture, as in force at the date of execution thereof) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of each such Series; provided, that no such supplemental indenture shall (a) change the final maturity of any Security, reduce the principal amount thereof, reduce the rate or extend the time of payment of interest thereon or reduce any amount payable on redemption thereof, change the Currency in which payments in respect of any Security are made, impair or affect the right of any Holder to institute suit for payment thereof or release any Guarantor from any of its obligations under its Guarantee or this Indenture, except as permitted by this Indenture, or (b) reduce the aforesaid percentage of Securities of any Series, the consent of the Holders of which is required for any such supplemental indenture, in each case, without the consent of each Holder so affected. Upon the request of the Company, accompanied by a copy of a Board Resolution certified by the secretary or an assistant secretary of the Company authorizing the execution of any such supplemental indentureindenture shall have consented to and approved the execution thereof as herein provided, no Holder shall have any right to object to any of the terms and upon provisions contained herein or the filing with operation thereof, or in any manner to question the propriety of the execution thereof, or to enjoin or restrain the Trustee for or Issuer from executing the Series of Securities affected thereby of evidence of the consent of Holders as set forth herein and other documents, if any, required by Section 7.1 hereof, the Trustee for such Series of Securities shall join with the Company and the Guarantors in the execution of such supplemental indenture unless such supplemental indenture affects such Trustee’s own rights, duties same or immunities under this Indenture or otherwise, in which case such Trustee may, in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Holders under this Section 8.2 to approve the particular form of from taking any proposed supplemental indenture, and it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture action pursuant to the provisions of this Section 8.2, thereof. Upon the Company shall give notice in the manner and to the extent provided in Section 12.4 hereof to the Holders of each Series affected thereby at their addresses as they shall appear on the Securities Register, setting forth, in general terms, the substance of such supplemental indenture. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity execution of any such supplemental indenture. For the purposes of indenture as in this Section 8.2 hereof only10.2 permitted and provided, if the Securities of any Series are issuable upon the exercise of warrants, each holder of an unexercised and unexpired warrant with respect to such Series this Indenture shall be and is deemed to be a Holder of Outstanding Securities of such Series modified and amended in the amount issuable upon the exercise of such warrant. For such purposes, the ownership of any such warrant shall be determined by the Company in a manner consistent with customary commercial practices. The Trustee for such Series shall be entitled to rely on an Officer’s Certificate as to the principal amount of Securities of such Series in respect of which consents shall have been executed by holders of such warrantsaccordance herewith.

Supplemental Indentures Requiring Consent of Holders. With Exclusive of Supplemental Indentures to which reference is made in Section 8.02 hereof and subject to the terms, provisions and limitations contained in this Section, and not otherwise, with the consent (evidenced as provided in Article 7 hereof) of the Holders of not less than a majority in aggregate principal amount of the Securities Bonds at the time Outstanding outstanding, evidenced as provided in this Indenture, with the consent of all Series affected by such supplemental indenturethe Borrower and the Bank, the Company, when authorized by a Board Resolution, any Guarantor (with respect to a Guarantee to which it is a party or this Indenture) Issuer and the Trustee for such Series of Securities may, from time to time may execute and at any time, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act, if such Act shall then be applicable to this Indenture, as in force at the date of execution thereof) for the purpose of deliver Supplemental Indentures adding any provisions to or to, changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture Supplemental Indenture or of modifying restricting in any manner the rights of the Holders of each such Series; providedHolders. Nothing in this Section or Section 8.02 hereof shall permit, that no such supplemental indenture shall or be construed as permitting: (a) change without the final consent of the Holder of each Bond so affected and the Bank, (i) an extension of the maturity of the principal of or the interest on any SecurityBond, reduce (ii) a reduction in the principal amount thereof, reduce of any Bond or the rate of interest or extend premium thereon, or (iii) a reduction in the amount or extension of the time of payment of interest thereon or reduce any amount payable on redemption thereof, change the Currency in which payments in respect paying of any Security are mademandatory sinking fund requirements, impair or affect the right of any Holder to institute suit for payment thereof or release any Guarantor from any of its obligations under its Guarantee or this Indenture, except as permitted by this Indenture, or or (b) reduce the aforesaid percentage of Securities of any Series, without the consent of the Holders of which is all Bonds then outstanding and the Bank, (i) the creation of a privilege or priority of any Bond or Bonds over any other Bond or Bonds, or (ii) a reduction in the aggregate principal amount of the Bonds required for consent to a Supplemental Indenture. If the Issuer shall request that the Trustee execute and deliver any such supplemental indenture, in each case, without the consent of each Holder so affected. Upon the request Supplemental Indenture for any of the Companypurposes of this Section, accompanied by a copy of a Board Resolution certified by the secretary or an assistant secretary upon (i) being satisfactorily indemnified with respect to its expenses in connection therewith, and (ii) receipt of the Company authorizing Borrower's and Bank's consent to the proposed execution of any such supplemental indenture, and upon the filing with the Trustee for the Series of Securities affected thereby of evidence delivery of the consent of Holders as set forth herein and other documents, if any, required by Section 7.1 hereofSupplemental Indenture, the Trustee for such Series of Securities shall join with the Company and the Guarantors in the execution of such supplemental indenture unless such supplemental indenture affects such Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case such Trustee may, in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent cause notice of the Holders under this Section 8.2 proposed execution and delivery of the Supplemental Indenture to approve the particular form of any proposed supplemental indenturebe mailed by first class mail, and it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant postage prepaid, to the provisions of this Section 8.2, the Company shall give notice in the manner and to the extent provided in Section 12.4 hereof to the all Holders of each Series affected thereby Bonds then outstanding at their addresses as they shall appear on the Securities RegisterRegister at the close of business on the fifteenth day preceding that mailing. The Trustee shall not be subject to any liability to any Holder by reason of the Trustee's failure to mail, setting forth, in general termsor the failure of any Holder to receive, the substance of such supplemental indenturenotice required by this Section. Any failure of the Company to mail such notice, or any defect therein, that nature shall not, however, in any way impair or not affect the validity of any such supplemental indenturethe Supplemental Indenture when there has been consent thereto as provided in this Section. For The notice shall set forth briefly the purposes nature of this Section 8.2 hereof onlythe proposed Supplemental Indenture and shall state that copies thereof are on file at the Operations Office of the Trustee for inspection by all Holders. If the Trustee shall receive, if within a period prescribed by the Securities Issuer, of any Series are issuable upon not less than sixty (60) days, but not exceeding one year, following the exercise mailing of warrantsthe notice, each holder of an unexercised and unexpired warrant with respect instrument or document or instruments or documents, in form to such Series shall be deemed which the Trustee does not reasonably object, purporting to be a Holder of Outstanding Securities of such Series in the amount issuable upon the exercise of such warrant. For such purposes, the ownership of any such warrant shall be determined executed by the Company Holders of at least a majority in a manner consistent with customary commercial practices. The Trustee for such Series shall be entitled to rely on an Officer’s Certificate as to the aggregate principal amount of Securities the Bonds then outstanding (which instrument or document or instruments or documents shall refer to the proposed Supplemental Indenture in the form described in the notice and specifically shall consent to the Supplemental Indenture in substantially that form), the Trustee shall, but shall not otherwise, execute and deliver the Supplemental Indenture in substantially the form to which reference is made in the notice as being on file with the Trustee, without liability or responsibility to any Holder, regardless of whether that Holder shall have consented thereto. Any consent shall be binding upon the Holder of the Bond giving the consent and, anything herein to the contrary notwithstanding, upon any subsequent Holder of that Bond and of any Bond issued in exchange therefor (regardless of whether the subsequent Holder has notice of the consent to the Supplemental Indenture). A consent may be revoked in writing, however, by the Holder who gave the consent or by a subsequent Holder of the Bond by a revocation of such Series in respect consent received by the Trustee prior to the execution and delivery by the Trustee of which consents the Supplemental Indenture. At any time after the Holders of the required percentage of Bonds shall have filed their consents to the Supplemental Indenture, the Trustee shall make and file with the Issuer a written statement that the Holders of the required percentage of Bonds have filed those consents. That written statement shall be conclusive evidence that the consents have been executed by holders so filed. 109 If the Holders of such warrantsthe required percentage in aggregate principal amount of Bonds outstanding shall have consented to the Supplemental Indenture, as provided in this Section, no Holder shall have any right (a) to object to (i) the execution or delivery of the Supplemental Indenture, (ii) any of the terms and provisions contained therein, or (iii) the operation thereof, (b) to question the propriety of the execution and delivery thereof, or (c) to enjoin or restrain the Trustee or the Issuer from that execution or delivery or from taking any action pursuant to the provisions thereof.

Supplemental Indentures Requiring Consent of Holders. With Exclusive of Supplemental Indentures to which reference is made in Section 8.02 hereof and subject to the terms, provisions and limitations contained in this Section, and not otherwise, with the consent (evidenced as provided in Article 7 hereof) of the Holders of not less than a majority in aggregate principal amount of the Securities Bonds at the time Outstanding outstanding, evidenced as provided in this Indenture, and with the consent of all Series affected by such supplemental indenture, the Company, when authorized by a Board Resolution, any Guarantor (with respect to a Guarantee to which it is a party or this Indenture) the Issuer and the Trustee for such Series of Securities may, from time to time may execute and at any time, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act, if such Act shall then be applicable to this Indenture, as in force at the date of execution thereof) for the purpose of deliver Supplemental Indentures adding any provisions to or to, changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture Supplemental Indenture or of modifying restricting in any manner the rights of the Holders of each such Series; providedHolders. Nothing in this Section or Section 8.02 hereof shall permit, that no such supplemental indenture shall however, or be construed as permitting: (a) change without the final consent of the Holder of each Bond so affected, (i) an extension of the maturity of the principal of or the interest on any SecurityBond, reduce (ii) a reduction in the principal amount thereof, reduce of any Bond or the rate of interest or extend premium thereon, or (iii) a reduction in the amount or extension of the time of payment of interest thereon or reduce any amount payable on redemption thereofmandatory sinking fund requirements, change the Currency in which payments in respect of any Security are made, impair or affect the right of any Holder to institute suit for payment thereof or release any Guarantor from any of its obligations under its Guarantee or this Indenture, except as permitted by this Indenture, or or (b) reduce the aforesaid percentage of Securities of any Series, without the consent of the Holders of which is all Bonds then outstanding, (i) the creation of a privilege or priority of any Bond or Bonds over any other Bond or Bonds, or (ii) a reduction in the aggregate principal amount of the Bonds required for consent to a Supplemental Indenture. If the Issuer shall request that the Trustee execute and deliver any such supplemental indentureSupplemental Indenture for any of the purposes of this Section, upon (i) being satisfactorily indemnified with respect to its expenses in each caseconnection therewith, without the consent of each Holder so affected. Upon the request and (ii) if required by Section 8.04 hereof, receipt of the Company, accompanied by a copy of a Board Resolution certified by ’s consent to the secretary or an assistant secretary proposed execution and delivery of the Company authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee for the Series of Securities affected thereby of evidence of the consent of Holders as set forth herein and other documents, if any, required by Section 7.1 hereofSupplemental Indenture, the Trustee for such Series of Securities shall join with the Company and the Guarantors in the execution of such supplemental indenture unless such supplemental indenture affects such Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case such Trustee may, in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent cause notice of the Holders under this Section 8.2 proposed execution and delivery of the Supplemental Indenture to approve the particular form of any proposed supplemental indenturebe mailed by first class mail, and it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant postage prepaid, to the provisions of this Section 8.2, the Company shall give notice in the manner and to the extent provided in Section 12.4 hereof to the all Holders of each Series affected thereby Bonds then outstanding at their addresses as they shall appear on the Securities RegisterRegister at the close of business on the fifteenth day preceding that mailing. The Trustee shall not be subject to any liability to any Holder by reason of the Trustee’s failure to mail, setting forth, in general termsor the failure of any Holder to receive, the substance of such supplemental indenturenotice required by this Section. Any failure of the Company to mail such notice, or any defect therein, that nature shall not, however, in any way impair or not affect the validity of any such supplemental indenturethe Supplemental Indenture when there has been consent thereto as provided in this Section. For The notice shall set forth briefly the purposes nature of this Section 8.2 hereof onlythe proposed Supplemental Indenture and shall state that copies thereof are on file at the principal corporate trust office of the Trustee for inspection by all Holders. If the Trustee shall receive, if within a period prescribed by the Securities Issuer, of any Series are issuable upon not exceeding one year, following the exercise mailing of warrantsthe notice, each holder of an unexercised and unexpired warrant with respect instrument or document or instruments or documents, in form to such Series shall be deemed which the Trustee does not reasonably object, purporting to be a Holder of Outstanding Securities of such Series in the amount issuable upon the exercise of such warrant. For such purposes, the ownership of any such warrant shall be determined executed by the Company Holders of not less than a majority in a manner consistent with customary commercial practices. The Trustee for such Series shall be entitled to rely on an Officer’s Certificate as to the aggregate principal amount of Securities the Bonds then outstanding (which instrument or document or instruments or documents shall refer to the proposed Supplemental Indenture in the form described in the notice and specifically shall consent to the Supplemental Indenture in substantially that form), the Trustee shall, but shall not otherwise, execute and deliver the Supplemental Indenture in substantially the form to which reference is made in the notice as being on file with the Trustee, without liability or responsibility to any Holder, regardless of whether that Holder shall have consented thereto. Any consent shall be binding upon the Holder of the Bond giving the consent and, anything herein to the contrary notwithstanding, upon any subsequent Holder of that Bond and of any Bond issued in exchange therefor (regardless of whether the subsequent Holder has notice of the consent to the Supplemental Indenture). A consent may be revoked in writing, however, by the Holder who gave the consent or by a subsequent Holder of the Bond by a revocation of such Series in respect consent received by the Trustee prior to the execution and delivery by the Trustee of which consents the Supplemental Indenture. At any time after the Holders of the required percentage of Bonds shall have filed their consents to the Supplemental Indenture, the Trustee shall make and file with the Issuer a written statement that the Holders of the required percentage of Bonds have filed those consents. That written statement shall be conclusive evidence that the consents have been executed by holders so filed. If the Holders of such warrantsthe required percentage in aggregate principal amount of Bonds outstanding shall have consented to the Supplemental Indenture, as provided in this Section, no Holder shall have any right (a) to object to (i) the execution or delivery of the Supplemental Indenture, (ii) any of the terms and provisions contained therein, or (iii) the operation thereof, (b) to question the propriety of the execution and delivery thereof, or (c) to enjoin or restrain the Trustee or the Issuer from that execution or delivery or from taking any action pursuant to the provisions thereof.

Supplemental Indentures Requiring Consent of Holders. With Exclusive of Supplemental Indentures to which reference is made in Section 8.02 hereof and subject to the terms, provisions and limitations contained in this Section, and not otherwise, with the consent (evidenced as provided in Article 7 hereof) of the Holders of not less than a majority in aggregate principal amount of the Securities Bonds at the time Outstanding outstanding, evidenced as provided in this Indenture, with the consent of all Series affected by such supplemental indenturethe Borrower and the Bank (except if an Event of Default as specified in paragraphs (g) or (h) of Section 7.01 hereof shall have occurred and is continuing), the Company, when authorized by a Board Resolution, any Guarantor (with respect to a Guarantee to which it is a party or this Indenture) Issuer and the Trustee for such Series of Securities may, from time to time may execute and at any time, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act, if such Act shall then be applicable to this Indenture, as in force at the date of execution thereof) for the purpose of deliver Supplemental Indentures adding any provisions to or to, changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture Supplemental Indenture or of modifying restricting in any manner the rights of the Holders of each such Series; providedHolders. Nothing in this Section or Section 8.02 hereof shall permit, that no such supplemental indenture shall or be construed as permitting: (a) change without the final consent of the Holder of each Bond so affected and the consent of the Bank (except if an Event of Default as specified in paragraphs (g) or (h) of Section 7.01 hereof shall have occurred and is continuing), (i) an extension of the maturity of the principal of or the interest on any SecurityBond, reduce (ii) a reduction in the principal amount thereof, reduce of any Bond or the rate of interest or extend premium thereon, or (iii) a reduction in the amount or extension of the time of payment of interest thereon or reduce any amount payable on redemption thereof, change the Currency in which payments in respect paying of any Security are mademandatory sinking fund requirements, impair or affect the right of any Holder to institute suit for payment thereof or release any Guarantor from any of its obligations under its Guarantee or this Indenture, except as permitted by this Indenture, or or (b) reduce the aforesaid percentage of Securities of any Series, without the consent of the Holders of which is required for any such supplemental indenture, in each case, without the consent of each Holder so affected. Upon the request of the Company, accompanied by a copy of a Board Resolution certified by the secretary or an assistant secretary of the Company authorizing the execution of any such supplemental indenture, all Bonds then outstanding and upon the filing with the Trustee for the Series of Securities affected thereby of evidence of the consent of Holders as set forth herein and other documents, if any, required by Section 7.1 hereof, the Trustee for such Series of Securities shall join with the Company and the Guarantors in the execution of such supplemental indenture unless such supplemental indenture affects such Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case such Trustee may, in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Holders under this Bank (except if an Event of Default as specified in paragraphs (g) or (h) of Section 8.2 to approve 7.01 hereof shall have occurred and is continuing), (i) the particular form creation of a privilege or priority of any proposed supplemental indentureBond or Bonds over any other Bond or Bonds, or (ii) a reduction in the aggregate principal amount of the Bonds required for consent to a Supplemental Indenture. If the Issuer shall request that the Trustee execute and deliver any Supplemental Indenture for any of the purposes of this Section, upon (i) being satisfactorily indemnified with respect to its fees and expenses in connection therewith, and it shall be sufficient if such (ii) receipt of the Borrower's and Bank's consent shall approve to the substance thereof. Promptly after proposed execution and delivery of the execution by the Company and Supplemental Indenture, the Trustee shall cause notice of any supplemental indenture pursuant the proposed execution and delivery of the Supplemental Indenture to the provisions of this Section 8.2be mailed by first class mail, the Company shall give notice in the manner and postage prepaid, to the extent provided in Section 12.4 hereof to the all Holders of each Series affected thereby Bonds then outstanding at their addresses as they shall appear on the Securities RegisterRegister at the close of business on the fifteenth day preceding that mailing. The Trustee shall not be subject to any liability to any Holder by reason of the Trustee's failure to mail, setting forth, in general termsor the failure of any Holder to receive, the substance of such supplemental indenturenotice required by this Section. Any failure of the Company to mail such notice, or any defect therein, that nature shall not, however, in any way impair or not affect the validity of the Supplemental Indenture when there has been consent thereto as provided in this Section. The notice shall set forth briefly the nature of the proposed Supplemental Indenture and shall state that copies thereof are on file at the principal corporate trust office of the Trustee for inspection by all Holders. If the Trustee shall receive, within a period prescribed by the Issuer, of not less than sixty (60) days, but not exceeding one year, following the mailing of the notice, an instrument or document or instruments or documents, in form to which the Trustee does not reasonably object, purporting to be executed by the Holders of the required percentage in aggregate principal amount of the Bonds then outstanding (which instrument or document or instruments or documents shall refer to the proposed Supplemental Indenture in the form described in the notice and specifically shall consent to the Supplemental Indenture in substantially that form), the Trustee shall, but shall not otherwise, execute and deliver the Supplemental Indenture in substantially the form to which reference is made in the notice as being on file with the Trustee, without liability or responsibility to any Holder, regardless of whether that Holder shall have consented thereto. Any consent shall be binding upon the Holder of the Bond giving the consent and, anything herein to the contrary notwithstanding, upon any subsequent Holder of that Bond and of any Bond issued in exchange therefor (regardless of whether the subsequent Holder has notice of the consent to the Supplemental Indenture). A consent may be revoked in writing, however, by the Holder who gave the consent or by a subsequent Holder of the Bond by a revocation of such supplemental indentureconsent received by the Trustee prior to the execution and delivery by the Trustee of the Supplemental Indenture. For At any time after the purposes Holders of the required percentage of Bonds shall have filed their consents to the Supplemental Indenture, the Trustee shall make and file with the Issuer a written statement that the Holders of the required percentage of Bonds have filed those consents. That written statement shall be conclusive evidence that the consents have been so filed. If the Holders of the required percentage in aggregate principal amount of Bonds outstanding shall have consented to the Supplemental Indenture, as provided in this Section, no Holder shall have any right (a) to object to (i) the execution or delivery of the Supplemental Indenture, (ii) any of the terms and provisions contained therein, or (iii) the operation thereof, (b)to question the propriety of the execution and delivery thereof, or (c) to enjoin or restrain the Trustee or the Issuer from that execution or delivery or from taking any action pursuant to the provisions thereof. So long as an Event of Default as specified in paragraphs (g) or (h) of Section 7.01 hereof shall not have occurred and is continuing, and the Bank consents in writing to such Supplemental Indenture, consent of the Holders of the Bonds will not be required under this Section 8.03 except for the consent required under paragraphs (a) or (b) of this Section 8.2 hereof only, if the Securities of any Series are issuable upon the exercise of warrants, each holder of an unexercised and unexpired warrant with respect to such Series shall be deemed to be a Holder of Outstanding Securities of such Series in the amount issuable upon the exercise of such warrant. For such purposes, the ownership of any such warrant shall be determined by the Company in a manner consistent with customary commercial practices. The Trustee for such Series shall be entitled to rely on an Officer’s Certificate as to the principal amount of Securities of such Series in respect of which consents shall have been executed by holders of such warrants8.03.