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

Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Section 8.01) of the holders of not less than a majority in aggregate principal amount of the Securities of all series at the time Outstanding affected by such supplemental indenture (voting as one class), the Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the 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 the Securities of such series and any related coupons under this Indenture; provided, that no such supplemental indenture shall (1) extend the fixed maturity of any Securities, or reduce the principal amount thereof or premium, if any, or reduce the rate or extend the time of payment of interest thereon, without the consent of the holder of each Security so affected, (2) reduce the aforesaid percentage of Securities, the consent of the holders of which is required for any such supplemental indenture, without the consent of the holders of all Securities then Outstanding, (3) modify the subordination provisions in a manner adverse to the holders of such Securities, or (4) modify any of the above provisions. 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 of evidence of the consent of securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the securityholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Article 10, the Company shall provide notice, in the manner and to the extent provided in Section 15.04, setting forth in general terms the substance of such supplemental indenture, to all holders of Securities of each series so affected. Any failure of the Company so to provide such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Section 8.01) of the holders of not less than a majority in aggregate principal amount of the Securities of all series at the time Outstanding affected by such supplemental indenture (voting as one class), the Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the 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 the Securities of such series and any related coupons under this Indenture; provided, that no such supplemental indenture shall (1a) extend the fixed maturity of any Securities, or reduce the principal amount thereof or premium, if any, or reduce the rate or extend the time of payment of interest thereon, without the consent of the holder of each Security so affected, (2b) reduce the aforesaid percentage of Securities, the consent of the holders of which is required for any such supplemental indenture, without the consent of the holders of all Securities then Outstanding, (3c) modify the subordination provisions in a manner adverse to the holders of such Securities, or (4d) modify any of the above provisions. 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 of evidence of the consent of securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the securityholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Article 10, the Company shall provide notice, in the manner and to the extent provided in Section 15.04, setting forth in general terms the substance of such supplemental indenture, to all holders of Securities of each series so affected. Any failure of the Company so to provide such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Section 8.01Article X) of the holders Majority in Interest of not less than a majority in aggregate principal amount of the Securities of all series at the time Outstanding affected by such supplemental indenture (voting as one class)Certificate Holders, the Company, Owner Trustee (when authorized by a Board Resolution, the Owner Participant) and the Indenture Trustee may may, from time to time and at any time time, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the 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 the Securities of such series and any related coupons under this IndentureHolders; provided, that however, that, without the consent of each Holder and each Liquidity Provider, no such amendment of or supplement to this Indenture or any indenture supplemental indenture hereto, or modification of the terms of, or consent under, any thereof, shall (1a) extend modify any of the fixed maturity provisions of any SecuritiesSection 7.11 hereof or this Section 13.02, or (b) reduce the principal amount thereof or premium, if any, or reduce the rate or extend the time of payment of any amount owing or payable under any Certificate or reduce the interest thereon, without payable on any Certificate (except that only the consent of the holder of each Security so affected, (2) reduce the aforesaid percentage of Securities, the consent of the holders of which is Holder shall be required for any decrease in any amounts of or the rate of interest payable on such supplemental indentureCertificate or any extension for the time of payment of any amount payable under such Certificate), without or alter or modify the consent provisions of Article V hereof with respect to the holders order of all Securities then Outstandingpriorities in which distributions thereunder shall be made as among Holders of different Series of Certificates or as between the Holder and the Owner Trustee or the Owner Participant or with respect to the amount or time of payment of any such distribution, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (3c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the subordination provisions in a manner adverse Owner Participant (except as consented to the holders of such Securitiesby each Person adversely affected thereby), or (4d) modify create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the above provisionsbenefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Company, accompanied by a copy of a Board Resolution certified by Owner Trustee (at the Secretary or an Assistant Secretary direction of the Company authorizing the execution of any such supplemental indenture, Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of securityholders as aforesaidHolders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Company Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the securityholders Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Company Owner Trustee, the Indenture Trustee and the Trustee Lessee of any supplemental indenture pursuant to the provisions of this Article 10Section, the Company Indenture Trustee shall provide notice, in the manner and mail a notice thereof by first-class mail to the extent provided in Section 15.04Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture, to all holders of Securities of each series so affected. Any failure of the Company so Indenture Trustee to provide mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Section 8.01) of the holders Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of all each series at the time Outstanding affected by such supplemental indenture (voting as one class)indenture, by Act of said Holders delivered to the Company, the Guarantor and the Trustee, the Company when authorized by a Board Resolution, and the Guarantor and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as in force at the date of the 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 Holders of the Securities of such series and any related coupons under this Indenture; provided, however, that no such supplemental indenture shall (1i) extend change the fixed maturity Stated Maturity of the principal of (or premium, if any, on), or any Securitiesinstallment of principal of or interest on, any Security, or reduce the principal amount thereof or premium, if anythe rate of interest thereon, or reduce the rate amount of principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof or extend impair the time right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of interest thereonredemption or repayment at the option of the Holder, on or after the Redemption Date or Repayment Date, as the case may be), or amend or modify the terms of any of the Guarantees in a manner adverse to the Holders, without the consent of the holder Holder of each Outstanding Security so affected, (2ii) reduce the aforesaid percentage in principal amount of Securitiesthe Outstanding Securities of any series, the consent of the holders of which whose Holders is required for any such supplemental indenture, without the consent of the holders Holders of all the Outstanding Securities then Outstanding, (3) modify the subordination provisions in a manner adverse to the holders of such series or (iii) adversely effect the right in any material respect to convert any Securities as provided in any supplemental indenture. 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 (4) modify any which modifies the rights of the above provisionsHolders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. Upon the request of the Company, 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 of evidence of the consent of securityholders Holders as aforesaid, the Trustee shall join with the Company 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 any Act of the securityholders Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act 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 Article 10, the Company shall provide notice, in the manner and to the extent provided in Section 15.04, setting forth in general terms the substance of such supplemental indenture, to all holders of Securities of each series so affected. Any failure of the Company so to provide such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Section 8.01Article X) of the holders Majority in Interest of not less than a majority in aggregate principal amount of the Securities of all series at the time Outstanding affected by such supplemental indenture (voting as one class)Certificate Holders, the Company, Owner Trustee (when authorized by a Board Resolution, the Owner Participant) and the Indenture Trustee may may, from time to time and at any time time, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the 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 the Securities of such series and any related coupons under this IndentureHolders; provided, that however, that, without the consent of each and every Holder and each Liquidity Provider, no such amendment of or supplement to this Indenture or any indenture supplemental indenture hereto, or modification of the terms of, or consent under, any thereof, shall (1a) extend modify any of the fixed maturity provisions of any SecuritiesSection 7.11 hereof or this Section 13.02, or (b) reduce the principal amount thereof or premium, if any, or reduce the rate or extend the time of payment of any amount owing or payable under any Certificate or reduce the interest thereon, without payable on any Certificate (except that only the consent of the holder of each Security so affected, (2) reduce the aforesaid percentage of Securities, the consent of the holders of which is Holder shall be required for any decrease in any amounts of or the rate of interest payable on such supplemental indentureCertificate or any extension for the time of payment of any amount payable under such Certificate), without or alter or modify the consent provisions of Article V hereof with respect to the holders order of all Securities then Outstandingpriorities in which distributions thereunder shall be made as among Holders of different Series of Certificates or as between the Holder and the Owner Trustee or the Owner Participant or with respect to the amount or time of payment of any such distribution, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (3c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the subordination provisions in a manner adverse Owner Participant (except as consented to the holders of such Securitiesby each Person adversely affected thereby), or (4d) modify create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the above provisionsbenefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Company, accompanied by a copy of a Board Resolution certified by Owner Trustee (at the Secretary or an Assistant Secretary direction of the Company authorizing the execution of any such supplemental indenture, Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of securityholders as aforesaidHolders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Company Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the securityholders Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Company Owner Trustee, the Indenture Trustee and the Trustee Lessee of any supplemental indenture pursuant to the provisions of this Article 10Section, the Company Indenture Trustee shall provide notice, in the manner and mail a notice thereof by first-class mail to the extent provided in Section 15.04Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture, to all holders of Securities of each series so affected. Any failure of the Company so Indenture Trustee to provide mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Section 8.01) of the holders Holders of not less than a majority 66 2/3% in aggregate principal amount of the Outstanding Securities of all each series at the time Outstanding affected by such supplemental indenture (voting as one class)indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may may, from time to time and at any time time, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act TIA as in force at the date of the 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 Holders of the Securities of such series and any related coupons under this Indenture; provided, however, that no such supplemental indenture shall (1i) extend the fixed maturity Stated Maturity of the principal of (or premium, if any, on), or any Securitiesinstallment of principal of or interest, if any, on, any Security, or reduce the principal amount thereof or premium, if anythe rate of interest thereon, or reduce the rate amount of principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof or extend impair the time right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of interest thereonredemption or repayment at the option of the Holder, on or after the Redemption Date or Repayment Date, as the case may be), without the consent of the holder Holder of each Outstanding Security so affected, or (2ii) reduce the aforesaid percentage in principal amount of Securitiesthe Outstanding Securities of any series, the consent of the holders of which whose Holders is required for any such supplemental indenture, without the consent of the holders Holders of all the Outstanding Securities then Outstanding, (3) modify the subordination provisions in a manner adverse to the holders of such series. 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 (4) modify any which modifies the rights of the above provisionsHolders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. Upon the request of the Company, 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 of evidence of the consent of securityholders Holders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent any Act of the securityholders Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act 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 Article 10, the Company shall provide notice, in the manner and to the extent provided in Section 15.04, setting forth in general terms the substance of such supplemental indenture, to all holders of Securities of each series so affected. Any failure of the Company so to provide such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Section 8.01) of the holders Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of all each series at the time Outstanding affected by such supplemental indenture (voting as one class)indenture, by Act of said Holders delivered to the Company, the Guarantor and the Trustee, the Company when authorized by a Board Resolution, and the Guarantor and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the 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 Holders of the Securities of such series and any related coupons under this Indenture; Indenture; provided, however, that no such supplemental indenture shall (1i) extend change the fixed maturity Stated Maturity of the principal of (or premium, if any, on), or any Securitiesinstallment of principal of or interest on, any Security, or reduce the principal amount thereof or premium, if anythe rate of interest thereon, or reduce the rate amount of principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof or extend impair the time right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of interest thereonredemption or repayment at the option of the Holder, on or after the Redemption Date or Repayment Date, as the case may be), or amend or modify the terms of any of the Guarantees in a manner adverse to the Holders, without the consent of the holder Holder of each Outstanding Security so affected, (2ii) reduce the aforesaid percentage in principal amount of Securitiesthe Outstanding Securities of any series, the consent of the holders of which whose Holders is required for any such supplemental indenture, without the consent of the holders Holders of all the Outstanding Securities then Outstanding, (3) modify the subordination provisions in a manner adverse to the holders of such series or (iii) adversely effect the right in any material respect to convert any Securities as provided in any supplemental indenture. 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 (4) modify any which modifies the rights of the above provisionsHolders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. Upon the request receipt of the Company, a Company Order (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), an Officer’s Certificate and Opinion of Counsel, and upon the filing with the Trustee of evidence of the consent of securityholders Holders as aforesaid, the Trustee shall join with the Company 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 any Act of the securityholders Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act 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 Article 10, the Company shall provide notice, in the manner and to the extent provided in Section 15.04, setting forth in general terms the substance of such supplemental indenture, to all holders of Securities of each series so affected. Any failure of the Company so to provide such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Section 8.01Article IX) of the holders Holders of not less than a majority in aggregate principal amount of the Securities of all series Notes at the time Outstanding affected by such supplemental indenture (voting as one class)outstanding determined in accordance with Section 9.4, the Company, when authorized by a the resolutions of the Board Resolutionof Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the 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 the Securities of such series and any related coupons under this Indenture; Holders, provided, however, that no such supplemental indenture shall (1i) extend the fixed maturity of any Securities, or reduce the principal amount thereof or premium, if anyNote, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof or premium, if any, thereon, or reduce any amount payable on redemption thereof, or impair the right of any Noteholder to institute suit for the payment thereof, or make the principal thereof or interest or premium, if any, thereon payable in any coin or currency other than that provided in the Notes, or modify the provisions of this Indenture with respect to the subordination of the Notes in a manner adverse to the Holders in any material respect, or change the obligation of the Company to repurchase any Note upon the occurrence of a Change in Control in a manner adverse to the Holder of Notes, or impair the right to convert the Notes into Common Stock in any material respect, without the consent of the holder Holder of each Security Note so affected, or (2ii) reduce the aforesaid percentage of SecuritiesNotes, the consent of the holders Holders of which is are required for to consent to any such supplemental indentureindentures, without the consent of the holders Holders of all Securities Notes then Outstanding, (3) modify the subordination provisions in a manner adverse to the holders of such Securities, or (4) modify any of the above provisionsoutstanding. Upon the request of the Company, accompanied by a copy of a the resolutions of the Board Resolution of Directors certified by the its Secretary or an Assistant Secretary of the Company authorizing the execution of any such supplemental indentureindentures, and upon the filing with the Trustee of evidence of the consent of securityholders Holders as aforesaid, aforesaid the Trustee shall join with the Company in the execution of such supplemental indenture indentures unless such supplemental indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the securityholders Holders under this Section 11.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Article 10, the Company shall provide notice, in the manner and to the extent provided in Section 15.04, setting forth in general terms the substance of such supplemental indenture, to all holders of Securities of each series so affected. Any failure of the Company so to provide such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Section 8.01) of the holders Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of all each series at the time Outstanding affected by such supplemental indenture (voting as one class)indenture, by Act of said Holders delivered to the Company, the Guarantor and the Trustee, the Company when authorized by a Board Resolution, and the Guarantor and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the 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 Holders of the Securities of such series and any related coupons under this Indenture; provided, however, that no such supplemental indenture shall (1i) extend change the fixed maturity Stated Maturity of the principal of (or premium, if any, on), or any Securitiesinstallment of principal of or interest on, any Security, or reduce the principal amount thereof or premium, if anythe rate of interest thereon, or reduce the rate amount of principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof or extend impair the time right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of interest thereonredemption or repayment at the option of the Holder, on or after the Redemption Date or Repayment Date, as the case may be), or amend or modify the terms of any of the Guarantees in a manner adverse to the Holders, without the consent of the holder Holder of each Outstanding Security so affected, (2ii) reduce the aforesaid percentage in principal amount of Securitiesthe Outstanding Securities of any series, the consent of the holders of which whose Holders is required for any such supplemental indenture, without the consent of the holders Holders of all the Outstanding Securities then Outstanding, (3) modify the subordination provisions in a manner adverse to the holders of such series or (iii) adversely effect the right in any material respect to convert any Securities as provided in any supplemental indenture. 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 (4) modify any which modifies the rights of the above provisionsHolders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. Upon the request receipt of the Company, a Company Order (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), an Officer’s Certificate and Opinion of Counsel, and upon the filing with the Trustee of evidence of the consent of securityholders Holders as aforesaid, the Trustee shall join with the Company 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 any Act of the securityholders Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act 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 Article 10, the Company shall provide notice, in the manner and to the extent provided in Section 15.04, setting forth in general terms the substance of such supplemental indenture, to all holders of Securities of each series so affected. Any failure of the Company so to provide such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided Upon approval of a Modification in accordance with Section 8.01) of the holders of not less than a majority in aggregate principal amount of the Securities of all series at the time Outstanding affected by such supplemental indenture (voting as one class)11.1, Section 11.2, Section 11.3, Section 11.4, Section 11.5 or Section 11.6, the Company, when authorized by a Board Resolution, Republic and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the 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 Terms of the holders of the Debt Securities of a Series affected by such series and any related coupons under this Indenture; provided, that no Modification pursuant to such supplemental indenture shall (1) extend the fixed maturity of any Securities, or reduce the principal amount thereof or premium, if any, or reduce the rate or extend the time of payment of interest thereon, without the consent of the holder of each Security so affected, (2) reduce the aforesaid percentage of Securities, the consent of the holders of which is required for any such supplemental indenture, without the consent of the holders of all Securities then Outstanding, (3) modify the subordination provisions in a manner adverse to the holders of such Securities, or (4) modify any of the above provisionsapproved Modification). Upon the request of the CompanyRepublic, 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, indenture and upon the filing with the Trustee of evidence of the consent of securityholders as aforesaidHolders and other documents, if any, required by Section 6.1, the Trustee shall join with the Company Republic 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 securityholders Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Company Republic and the Trustee of any supplemental indenture pursuant to the provisions of this Article 10Section, the Company Republic shall at its own expense provide notice, in the manner and notice thereof to the extent affected Holders as provided in Section 15.04paragraph 11 of the Terms, setting forth in general terms the substance of such supplemental indenture, to all holders of Securities of each series so affected. Any failure of the Company so Republic to provide publish such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Holders. With The Company and the Trustee may enter into a supplemental indenture with the written consent (evidenced as provided in Section 8.01) of the holders Holders of not less than at least a majority in aggregate principal amount of the Outstanding Securities of all each series at the time Outstanding affected by such supplemental indenture (voting as one classincluding consents obtained in connection with a tender offer or exchange offer for the Securities of such series), the Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the 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 Holders of each such series. Except as provided in Section 5.13, the Holders of at least a majority in principal amount of the Outstanding Securities of each series by notice to the Trustee (including consents obtained in connection with a tender offer or exchange offer for the Securities of such series and series) may waive compliance by the Company with any related coupons under provision of this Indenture; provided, that no Indenture or the Securities with respect to such supplemental indenture series. It shall (1) extend the fixed maturity of any Securities, or reduce the principal amount thereof or premium, if any, or reduce the rate or extend the time of payment of interest thereon, without not be necessary for the consent of the holder Holders of each Security so affectedSecurities under this Section 9.02 to approve the particular form of any proposed supplemental indenture or waiver, (2) reduce but it shall be sufficient if such consent approves the aforesaid percentage of Securities, the consent of the holders of which is required for any such supplemental indenture, without the consent of the holders of all Securities then Outstanding, (3) modify the subordination provisions in a manner adverse to the holders of such Securities, or (4) modify any of the above provisionssubstance thereof. 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 amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of securityholders the Holders of Securities as aforesaid, and upon receipt by the Trustee shall of the documents described in Section 6.03 hereof, the Trustee will join with the Company in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly 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 will not be obligated to, enter into such amended or supplemental indentureIndenture. It shall not be necessary for the consent of the securityholders After a supplemental indenture or waiver under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Article 10section becomes effective, the Company shall provide notice, in the manner and mail to the extent provided in Section 15.04, setting forth in general terms the substance of such supplemental indenture, to all holders Holders of Securities of each series so affectedaffected thereby, a notice briefly describing the supplemental indenture or waiver. Any failure of by the Company so to provide mail or publish such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indentureindenture or waiver.

Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Section 8.011.02) of the holders Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of all each series at the time Outstanding affected by such supplemental indenture (each series voting separately as one a class), the Company, when authorized by a Board Resolution, the Guarantors, if any, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the 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 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 Holders of the Securities of each such series and any related coupons under this Indentureseries; provided, however, that no such supplemental indenture shall (1i) extend change the fixed maturity Stated Maturity of any SecuritiesSecurity, or reduce the rate or change the time of payment of interest thereon, or reduce the principal amount thereof or premiumany premium thereon, or make the principal thereof or interest or premium thereon payable in any coin or currency other than that provided in the Securities or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon an acceleration of the Maturity thereof pursuant to Section 5.02 or the amount thereof provable in bankruptcy pursuant to Section 5.03 or impair the right to institute suit for enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or adversely affect the right of repayment, if any, or reduce at the rate or extend option of the time of payment of interest thereon, Holder without the consent of the holder Holder of each Security so affected, (2ii) reduce the aforesaid percentage of Securities, the consent of the holders Holders of which is are required for to consent to any such supplemental indenture, or the Holders of which are required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, (iii) modify the obligation of the Company to maintain an office or agency pursuant to Section 10.02, (iv) release any Guarantor from its obligations under its Guarantee (other than in accordance with the terms thereof) or (v) make any change in the subordination provisions hereof that would adversely affect the Holders without the consent of the holders Holder of all Securities then Outstanding, (3) modify each Security so affected. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the subordination provisions in a manner adverse to the holders benefit of such one or more particular series of Securities, or (4) modify any which modifies the rights of the above provisionsHolders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. 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 of evidence of the consent of securityholders Holders as aforesaid, the Trustee shall join with the Company and the Guarantors, if any, 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 securityholders Holders 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. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Article 10, the Company shall provide notice, in the manner and to the extent provided in Section 15.04, setting forth in general terms the substance of such supplemental indenture, to all holders of Securities of each series so affected. Any failure of the Company so to provide such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Section 8.01) of the holders of not less than a majority in aggregate principal amount of the Securities of all series at the time Outstanding affected by such supplemental indenture (voting as one class), the Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the 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 the Securities of such series and any related coupons under this Indenture; provided, that no such supplemental indenture shall (1) extend the fixed maturity of any Securities, or reduce the principal amount thereof or premium, if any, or reduce the rate or extend the time of payment of interest thereon, without the consent of the holder of each Security so affected, (2) reduce the aforesaid percentage of Securities, the consent of the holders of which is required for any such supplemental indenture, without the consent of the holders of all Securities then Outstanding, (3) modify the subordination provisions in a manner adverse to the holders of such Securities, or (4) modify any of the above provisions. 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 of evidence of the consent of securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the securityholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Article 10, the Company shall provide notice, in the manner and to the extent provided in Section 15.04, setting forth in general terms the substance of such supplemental indenture, to all holders of Securities of each series so affected. Any failure of the Company so to provide such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Section 8.01) of the holders Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of all each series at the time Outstanding affected by such supplemental indenture (voting as one class)indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the 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 Holders of the Securities of such series and any related coupons under this Indenture; providedPROVIDED, HOWEVER, that no such supplemental indenture shall shall, without the consent of the Holder of each Outstanding Security affected thereby, (1) extend Change the fixed maturity Stated Maturity of the principal of, or any Securitiesinstallment of principal of or interest on, any Security, or reduce the principal amount thereof or premium, if anythe rate of interest thereon or any premium payable upon the redemption thereof, or reduce the rate or extend the time of payment of interest thereon, without the consent amount of the holder principal of each an Original Issue Discount Security so affectedor any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or (2) reduce the aforesaid percentage in principal amount of Securitiesthe Outstanding Securities of any series, the consent of the holders of which whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or (3) modify any of the provisions of this Section, Section 5.13 or Section 10.11 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 holders Holder of all Securities then Outstandingeach Outstanding Security affected thereby; PROVIDED, (3) modify HOWEVER, that this clause shall not be deemed to require the subordination provisions consent of any Holder with respect to changes in a manner adverse the references to "the holders Trustee" and concomitant changes in this Section and Section 10.11, or the deletion of such this proviso, in accordance with the requirements of Sections 6.11 and 9.01(8). 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 (4) modify any which modifies the rights of the above provisions. Upon the request Holders 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 of evidence of the consent of securityholders as aforesaid, the Trustee shall join with the Company 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 securityholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Article 10, the Company shall provide notice, in the manner and to the extent provided in Section 15.04, setting forth in general terms the substance of such supplemental indenture, to all holders Holders of Securities of each series so affectedany other series. Any failure of the Company so to provide such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.37

Supplemental Indentures with Consent of Holders. With The Company, the Subsidiary Guarantors and the Trustee may amend or supplement the Indenture, the Securities Guarantees and the Securities with the consent (evidenced as provided in Section 8.01) of the holders Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of all each series at the time Outstanding of Securities affected by such amendment or supplemental indenture (indenture, with each such series voting as one class)a separate class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities) and, subject to Section 608 and Section 613, any existing Default or Event of Default or compliance with any provision of the Indenture, the Company, when authorized by a Board Resolution, and Securities Guarantees or the Trustee Securities may from time be waived with respect to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to each series of Securities with the provisions consent of the Trust Indenture Act as Holders of a majority in force at the date aggregate principal amount of the 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 the Outstanding Securities of such series and any related coupons under this Indenture; providedvoting as a separate class (including, that no such supplemental indenture shall (1) extend the fixed maturity of any Securitieswithout limitation, consents obtained in connection with a purchase of, or reduce the principal amount thereof tender offer or premiumexchange offer for, if any, or reduce the rate or extend the time of payment of interest thereon, without the consent of the holder of each Security so affected, (2) reduce the aforesaid percentage of Securities, the consent of the holders of which is required for any such supplemental indenture, without the consent of the holders of all Securities then Outstanding, (3) modify the subordination provisions in a manner adverse to the holders of such Securities, or (4) modify any of the above provisions). Upon the request of the Company, 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 amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of securityholders the Holders of Securities as aforesaid, and upon receipt by the Trustee shall of the documents described in Section 1003, the Trustee will join with the Company and the Subsidiary Guarantors in the execution of such amended or supplemental indenture unless such amended or 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 will not be obligated to, enter into such amended or supplemental indentureIndenture. It shall is not be necessary for the consent of the securityholders Holders of Securities under this Section 1002 to approve the particular form of any proposed supplemental indentureamendment, supplement or waiver, but it shall be is sufficient if such consent shall approve approves the substance thereofof the proposed amendment, supplement or waiver. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of After an amendment, supplement or waiver under this Article 10Section 1002 becomes effective, the Company shall provide notice, in the manner and will mail to the extent provided in Section 15.04, setting forth in general terms the substance of such supplemental indenture, to all holders Holders of Securities of each series so affectedaffected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company so to provide mail such notice, or any defect therein, shall will not, however, in any way impair or affect the validity of any such amended or supplemental indenture.indenture or waiver. Subject to Section 608 and Section 613, the application of or compliance with, either generally or in any particular instance, any provision of the Indenture, the Securities or the Securities Guarantees may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 1002 may not (with respect to any Securities held by a non-consenting Holder):

Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Section 8.01Article X) of the holders Majority in Interest of not less than a majority in aggregate principal amount of the Securities of all series at the time Outstanding affected by such supplemental indenture (voting as one class)Holders, the Company, Owner Trustee (when authorized by a Board Resolution, the Owner Participant) and the Indenture Trustee may may, from time to time and at any time time, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the 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 the Securities of such series and any related coupons under this IndentureHolders; provided, that however, that, without the consent of each and every Holder and each Liquidity Provider, no such amendment of or supplement to this Indenture or any indenture supplemental indenture hereto, or modification of the terms of, or consent under, any thereof, shall (1a) extend modify any of the fixed maturity provisions of any SecuritiesSection 7.11 hereof or this Section 13.02, or (b) reduce the principal amount thereof or premium, if any, or reduce the rate or extend the time of payment of any amount owing or payable under any Equipment Note or reduce the interest thereonpayable on any Equipment Note, without or alter or modify the consent provisions of Article V hereof with respect to the order of priorities in which distributions thereunder shall be made as among Holders of different Series of Equipment Notes or as between the Holder and the Owner Trustee or the Owner Participant or with respect to the amount or time of payment of any such distribution, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter the currency in which any amount payable under any Equipment Note is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder or (c) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the holder of each Security so affected, (2) reduce the aforesaid percentage of Securities, the consent benefit of the holders Lien of which is required for this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any such indenture or indentures supplemental indenturehereto permitted by, without and complying with the consent of the holders of all Securities then Outstandingterms of, (3) modify the subordination provisions in a manner adverse to the holders of such Securities, or (4) modify any of the above provisionsSection 13.06 hereof. Upon the request of the Company, accompanied by a copy of a Board Resolution certified by Owner Trustee (at the Secretary or an Assistant Secretary direction of the Company authorizing the execution of any such supplemental indenture, Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of securityholders as aforesaidHolders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Company Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the securityholders Holders under this Section 13.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Company Owner Trustee, the Indenture Trustee and the Trustee Lessee of any supplemental indenture pursuant to the provisions of this Article 10Section, the Company Indenture Trustee shall provide notice, in the manner and mail a notice thereof by first-class mail to the extent provided in Section 15.04Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture, to all holders of Securities of each series so affected. Any failure of the Company so Indenture Trustee to provide mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Section 8.01Article Six) of the holders Holders of not less than a majority in aggregate principal amount of the Securities of all series Notes at the time Outstanding of all series affected by such supplemental indenture (voting as one class), the CompanyIssuer, when authorized by a resolution of its Board Resolutionof Directors (which resolution may provide general terms or parameters for such action and may provide that the specific terms of such action may be determined in accordance with or pursuant to an Issuer Order), and the Trustee may may, from time to time and at any time time, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the 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 Holders of the Securities Notes of each such series and any related coupons under this Indentureor of the Coupons appertaining to such Notes; provided, that no such supplemental indenture shall (1a) extend the fixed final maturity of any SecuritiesNote, or reduce the principal amount thereof or premium, if anythereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any amount payable on redemption thereof, or make the principal thereof (including any amount in respect of original issue discount) or interest thereon payable in any coin or currency other than that provided in the Notes and Coupons or in accordance with the terms thereof, or reduce the amount of the principal of an Original Issue Discount Note that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 4.1 or the amount thereof provable in bankruptcy pursuant to Section 4.2, or alter the provisions of Section 10.11 or 10.12 or impair or affect the right of any Holder to institute suit for the payment thereof or, if the Notes provide therefor, any right of repayment at the option of the Holder, in each case without the consent of the holder Holder of each Security Note so affected, or (2b) reduce the aforesaid percentage of SecuritiesNotes of any series, the consent of the holders Holders of which is required for any such supplemental indenture, without the consent of the holders Holders of all Securities then Outstandingeach Note so affected. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Notes, (3) modify or which modifies the subordination provisions in a manner adverse to the holders rights of Holders of Notes of such Securitiesseries, or (4) modify any of Coupons appertaining to such Notes, with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the above provisionsHolders of Notes of any other series or of the Coupons appertaining to such Notes. Upon the request of the CompanyIssuer, accompanied by a copy of a resolution of the Board Resolution of Directors (which resolution may provide general terms or parameters for such action and may provide that the specific terms of such action may be determined in accordance with or pursuant to an Issuer Order) certified by the Secretary secretary or an Assistant Secretary assistant secretary of the Company Issuer authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of securityholders the Holders of the Notes as aforesaidaforesaid and other documents, if any, required by Section 6.1, the Trustee shall join with the Company Issuer 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 securityholders Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Company Issuer and the Trustee of any supplemental indenture pursuant to the provisions of this Article 10Section, the Company Trustee shall provide noticegive notice thereof (i) to the Holders of then Outstanding Registered Notes of each series affected thereby, by mailing a notice thereof by first-class mail to such Holders at their addresses as they shall appear on the Note register, (ii) if any Notes of a series affected thereby are then Outstanding, to the Holders thereof who have filed their names and addresses with the Trustee pursuant to § 313(c)(2) of the Trust Indenture Act of 1939, by mailing a notice thereof by first-class mail to such Holders at such addresses as were so furnished to the Trustee and (iii) if any Notes of a series affected thereby are then Outstanding, to all Holders thereof, by publication of a notice thereof at least once in an Authorized Newspaper in the manner Borough of Manhattan, The City of New York and to the extent provided at least once in an Authorized Newspaper in London (and, if required by Section 15.043.8, setting at least once in an Authorized Newspaper in Luxembourg), and in each case such notice shall set forth in general terms the substance of such supplemental indenture, to all holders of Securities of each series so affected. Any failure of the Company so Issuer to provide give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Section 8.01Article X) of the holders Majority in Interest of not less than a majority in aggregate principal amount of the Securities of all series at the time Outstanding affected by such supplemental indenture (voting as one class)Certificate Holders, the Company, Owner Trustee (when authorized by a Board Resolution, the Owner Participant) and the Indenture Trustee may may, from time to time and at any time time, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the 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 the Securities of such series and any related coupons under this IndentureHolders; provided, that however, that, without the consent of each and every Holder, no such amendment of or supplement to this Indenture or any indenture supplemental indenture hereto, or modification of the terms of, or consent under, any thereof, shall (1a) extend modify any of the fixed maturity provisions of any SecuritiesSection 7.11 hereof or this Section 13.02, or (b) reduce the principal amount thereof or premium, if any, or reduce the rate or extend the time of payment of any amount owing or payable under any Certificate or reduce the interest thereon, without payable on any Certificate (except that only the consent of the holder of each Security so affected, (2) reduce the aforesaid percentage of Securities, the consent of the holders of which is Holder shall be required for any decrease in any amounts of or the rate of interest payable on such supplemental indentureCertificate or any extension for the time of payment of any amount payable under such Certificate), without or alter or modify the consent provisions of Article V hereof with respect to the holders order of all Securities then Outstandingpriorities in which distributions thereunder shall be made as between the Holder and the Owner Trustee or the Owner Participant or with respect to the amount or time of payment of any such distribution, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (3c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the subordination provisions in a manner adverse Owner Participant (except as consented to the holders of such Securitiesby each Person adversely affected thereby), or (4d) modify create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the above provisionsbenefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Company, accompanied by a copy of a Board Resolution certified by Owner Trustee (at the Secretary or an Assistant Secretary direction of the Company authorizing the execution of any such supplemental indenture, Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of securityholders as aforesaidHolders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Company Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the securityholders Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Company Owner Trustee, the Indenture Trustee and the Trustee Lessee of any supplemental indenture pursuant to the provisions of this Article 10Section, the Company Indenture Trustee shall provide notice, in the manner and mail a notice thereof by first-class mail to the extent provided in Section 15.04Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture, to all holders of Securities of each series so affected. Any failure of the Company so Indenture Trustee to provide mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Section 8.01Sections 8.01 and 8.02) of the holders Holders of not less than a majority 66 2/3% in aggregate principal amount of the Debt Securities of all each series at issued under the time Outstanding Indenture (each series voting as a class) affected by such supplemental indenture (voting as one class)at the time Outstanding, the Company, when authorized by a resolution of the Board Resolution, of Directors and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the 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 Holders of the Debt Securities of each such series and any related coupons under this Indentureseries; provided, that however, that, without the consent of the Holders of all Debt Securities affected then Outstanding, no such supplemental indenture shall (1i) extend the fixed maturity of any Securities, or reduce the principal amount thereof or premium, if anyDebt Security, or reduce the rate or extend the time of payment of interest interest, if any, thereon, without or reduce the consent principal amount or premium, if any, thereon, or make the principal thereof or premium, if any, or interest, if any, thereon payable in any coin or currency other than that provided in any Debt Security, or reduce the amount of the holder principal of each an Original Issue Discount Security so affectedthat would be due and payable upon an acceleration of the maturity thereof pursuant to Section 6.01 or adversely affect the right of repayment, if any, at the option of the Holder or (2ii) reduce the aforesaid percentage of SecuritiesDebt Securities of any series, the consent of the holders Holders of which is are required for to consent to any such supplemental indenture, without . A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the consent benefit of the holders one or more particular series of all Securities then Outstanding, (3) modify the subordination provisions in a manner adverse to the holders of such Debt Securities, or (4) modify any which modifies the rights of the above provisionsHolders of Debt Securities of such series with respect to such covenant or other provision shall be deemed not to affect the rights under this Indenture of the Holders of Debt Securities of any other series. Upon the request of the Company, accompanied by a copy of a Board Resolution certified by the Secretary or an Assistant Secretary resolutions of the Company Board of Directors authorizing the execution and delivery of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of securityholders Holders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the securityholders Holders under this Section 10.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Article 10, the Company shall provide notice, in the manner and to the extent provided in Section 15.04, setting forth in general terms the substance of such supplemental indenture, to all holders of Securities of each series so affected. Any failure of the Company so to provide such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.28

Supplemental Indentures with Consent of Holders. With The Company, the Subsidiary Guarantors and the Trustee may amend or supplement the Indenture, the Securities Guarantees and the Securities with the consent (evidenced as provided in Section 8.01) of the holders Holders of not less than at least a majority in aggregate principal amount of the Outstanding Securities of all each series at the time Outstanding of Securities affected by such amendment or supplemental indenture (indenture, with each such series voting as one class)a separate class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities) and, subject to Section 608 and Section 613, any existing Default or Event of Default or compliance with any provision of the Indenture, the Company, when authorized by a Board Resolution, and Securities Guarantees or the Trustee Securities may from time be waived with respect to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to each series of Securities with the provisions consent of the Trust Indenture Act as Holders of at least a majority in force at the date aggregate principal amount of the 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 the Outstanding Securities of such series and any related coupons under this Indenture; providedvoting as a separate class (including, that no such supplemental indenture shall (1) extend the fixed maturity of any Securitieswithout limitation, consents obtained in connection with a purchase of, or reduce the principal amount thereof tender offer or premiumexchange offer for, if any, or reduce the rate or extend the time of payment of interest thereon, without the consent of the holder of each Security so affected, (2) reduce the aforesaid percentage of Securities, the consent of the holders of which is required for any such supplemental indenture, without the consent of the holders of all Securities then Outstanding, (3) modify the subordination provisions in a manner adverse to the holders of such Securities, or (4) modify any of the above provisions). Upon the request of the Company, 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 amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of securityholders the Holders of Securities as aforesaid, and upon receipt by the Trustee shall of the documents described in Section 1003, the Trustee will join with the Company and the Subsidiary Guarantors in the execution of such amended or supplemental indenture unless such amended or 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 will not be obligated to, enter into such amended or supplemental indentureIndenture. It shall is not be necessary for the consent of the securityholders Holders of Securities under this Section 1002 to approve the particular form of any proposed supplemental indentureamendment, supplement or waiver, but it shall be is sufficient if such consent shall approve approves the substance thereofof the proposed amendment, supplement or waiver. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of After an amendment, supplement or waiver under this Article 10Section 1002 becomes effective, the Company shall provide notice, in the manner and send to the extent provided in Section 15.04, setting forth in general terms the substance of such supplemental indenture, to all holders Holders of Securities of each series so affectedaffected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company so to provide give such notice, or any defect therein, shall will not, however, in any way impair or affect the validity of any such amended or supplemental indenture.indenture or waiver. Subject to Section 608 and Section 613, the application of or compliance with, either generally or in any particular instance, any provision of the Indenture, the Securities or the Securities Guarantees may be waived as to each series of Securities by the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of such series. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 1002 may not (with respect to any Securities held by a non-consenting Holder):

Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Section 8.01) of the holders of not less than a majority in aggregate principal amount of the Securities of all series at the time Outstanding affected by such supplemental indenture (voting as one class), the Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the 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 the Securities of such series and any related coupons under this Indenture; provided, that no such supplemental indenture shall (1a) extend the fixed maturity of any Securities, or reduce the principal amount thereof or premium, if any, or reduce the rate or extend the time of payment of interest thereon, without the consent of the holder of each Security so affected, (2b) reduce the aforesaid percentage of Securities, the consent of the holders of which is required for any such supplemental indenture, without the consent of the holders of all Securities then Outstanding, (3c) modify the subordination provisions in a manner adverse to the holders of such Securities, or (4d) modify any of the above provisions. Upon the request of the Company, accompanied by a copy of a Board Resolution certified by the Secretary or an the Assistant Secretary of the Company authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the securityholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Article 10, the Company shall provide notice, in the manner and to the extent provided in Section 15.04, setting forth in general terms the substance of such supplemental indenture, to all holders of Securities of each series so affected. Any failure of the Company so to provide such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Holders. With the consent (evidenced Except as provided in Section 8.01) the next succeeding paragraphs, this Indenture or the Notes may be amended or supplemented with the consent of the holders Holders of not less than at least a majority in aggregate principal amount of the Securities of all series at the time Outstanding affected by Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for such supplemental indenture (voting as one classNotes), the Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture existing default or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) for the purpose of adding compliance with any provisions to or changing in any manner or eliminating any of the provisions provision of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Securities of such series and any related coupons under this Indenture; provided, that no such supplemental indenture shall (1) extend the fixed maturity of any Securities, or reduce the principal amount thereof or premium, if any, or reduce the rate or extend the time of payment of interest thereon, without Notes may be waived with the consent of the holder Holders of each Security so affected, (2) reduce the aforesaid percentage of Securities, the consent a majority in aggregate principal amount of the holders of which is required then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for any such supplemental indenture, without the consent of the holders of all Securities then Outstanding, (3) modify the subordination provisions in a manner adverse to the holders of such Securities, or (4) modify any of the above provisionsNotes). Upon the request of the Company, 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 of evidence satisfactory to the Trustee of the consent of securityholders the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.04 hereof, the Trustee shall join with the Company and the Guarantors (if any), in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. 104 110 It shall not be necessary for the consent of the securityholders Holders under this Section to approve the particular form of any proposed supplemental indentureamendment or waiver, but it shall be sufficient if such consent shall approve approves the substance thereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of After an amendment, supplement or waiver under this Article 10Section becomes effective, the Company shall provide notice, in the manner and mail to the extent provided in Section 15.04Holders affected thereby a notice briefly describing the amendment, setting forth in general terms the substance of such supplemental indenture, to all holders of Securities of each series so affectedsupplement or waiver. Any failure of the Company so to provide mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.indenture or waiver. Subject to Section 4.04 and Section 4.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. With the consent of the Holders of not less than a majority in principal amount of the outstanding Notes, the Company and the Trustee may enter into one or more indentures supplemental to the Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or modifying in any manner the rights of the Holders; provided that no such supplemental indenture shall, without the consent of the Holder of each outstanding Note:

Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Section 8.01) of the holders Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of all each series at the time Outstanding affected by such supplemental indenture (voting as one class)indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the 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 Holders of the Securities of such series and any related coupons under this Indenture; provided, however, that no such supplemental indenture shall shall, without the consent of the Holder of each Outstanding Security affected thereby: (1) extend change the fixed maturity Stated Maturity of the principal of, or any Securitiesinstallment of principal of or interest on, any Security, or reduce the principal amount thereof or premium, if anythe rate of interest thereon or any premium payable upon the redemption thereof, or reduce the rate or extend the time of payment of interest thereon, without the consent amount of the holder principal of each an Original Issue Discount Security so affectedor any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or in the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenture, on or after the applicable purchase date) or (b) any conversion right with respect to any Security, or modify the provisions of this Indenture with respect to the conversion of the Securities, in a manner adverse to the Holders, other than as provided in this Indenture; or (2) reduce the aforesaid percentage in principal amount of Securitiesthe Outstanding Securities of any series, the consent of the holders of which whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; or (3) modify any of the provisions of this Section, Section 5.13 or Section 10.9, 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 holders Holder of all each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 10.9, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.1(8); or (4) following the making of an offer to purchase Securities then Outstandingfrom any Holder which has been made pursuant to a covenant contained in this Indenture, (3) modify the subordination provisions of this Indenture with respect to such offer to purchase in a manner adverse to such Holder. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the holders benefit of such one or more particular series of Securities, or (4) modify any which modifies the rights of the above provisions. Upon the request Holders 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 of evidence of the consent of securityholders as aforesaid, the Trustee shall join with the Company 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 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 securityholders Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after After a supplemental indenture under this Section 9.2 requiring the execution by consent of the Company and the Trustee Holders of any supplemental indenture pursuant to the provisions series of this Article 10Securities is approved, the Company shall provide notice, in the manner and mail to the extent provided in Section 15.04, setting forth in general terms the substance Holders of that series of Securities a notice briefly describing any amendment or supplement hereto effected by such supplemental indenture, . The failure to all holders of Securities of each series so affected. Any failure of the Company so give such notice to provide any such noticeHolders, or any defect therein, shall not, however, in any way not impair or affect the validity of any amendment or supplement hereto effected by such supplemental indentureindenture with respect to other Holders.

Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Section 8.01) of the holders Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of all each series at the time Outstanding affected by such supplemental indenture (voting as one class)indenture, by Act of said Holders delivered to the Company, the Guarantor and the Trustee, the Company when authorized by a Board Resolution, and the Guarantor and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as in force at the date of the 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 Holders of the Securities of such series and any related coupons under this Indenture; provided, however, that no such supplemental indenture shall (1i) extend change the fixed maturity Stated Maturity of the principal of (or premium, if any, on), or any Securitiesinstallment of principal of or interest on, any Security, or reduce the principal amount thereof or premium, if anythe rate of interest thereon, or reduce the rate amount of principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof or extend impair the time right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of interest thereonredemption or repayment at the option of the Holder, on or after the Redemption Date or Repayment Date, as the case may be), without the consent of the holder Holder of each Outstanding Security so affected, (2ii) reduce the aforesaid percentage in principal amount of Securitiesthe Outstanding Securities of any series, the consent of the holders of which whose Holders is required for any such supplemental indenture, without the consent of the holders Holders of all the Outstanding Securities then Outstanding, (3) modify the subordination provisions in a manner adverse to the holders of such series or (iii) adversely effect the right to convert any Securities as provider in any supplemental indenture, or adversely affect the right of the Company to repurchase any Securities as provided in any supplemental indenture hereto. 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 (4) modify any which modifies the rights of the above provisionsHolders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. Upon the request of the Company, 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 of evidence of the consent of securityholders Holders as aforesaid, the Trustee shall join with the Company 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 any Act of the securityholders Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act 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 Article 10, the Company shall provide notice, in the manner and to the extent provided in Section 15.04, setting forth in general terms the substance of such supplemental indenture, to all holders of Securities of each series so affected. Any failure of the Company so to provide such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Holders. With Except as provided below in this Section 9.2, by Act of said Holders delivered to the Company and the Trustee, the Company and the Trustee may amend or supplement this Indenture and the Securities of any Series and the Security Guarantees with the consent (evidenced as provided in Section 8.01) of the holders Holders of not less than at least a majority in aggregate principal amount of the Outstanding Securities of all series at the time Outstanding Series affected by such supplemental indenture (voting as one classa single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Securities), and, subject to Sections 5.8 and 5.10 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the Companypayment of the principal of (and premium, when authorized by a Board Resolutionif any), and interest, if any, on the Trustee Security of such Series or any Coupons appertaining thereto, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Security of such Series or any Coupons appertaining thereto or the Security Guarantees may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to be waived with the provisions consent of the Trust Indenture Act as Holders of not less than a majority in force at the date principal amount of the execution thereof) Outstanding Securities of such Series affected voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Securities). The Company may, but shall not be obligated to, fix a record date for the purpose of adding any provisions determining the Persons entitled to or changing in any manner or eliminating any of the provisions of this Indenture or of consent to any supplemental indenture or of modifying in any manner hereto. If a record date is fixed, the rights of the holders of the Securities of Holders on such series and any related coupons under this Indenture; provided, that no such supplemental indenture shall (1) extend the fixed maturity of any Securitiesrecord date, or reduce the principal amount thereof or premiumits duly designated proxies, if anyand only such Persons, or reduce the rate or extend the time of payment of interest thereon, without the shall be entitled to consent of the holder of each Security so affected, (2) reduce the aforesaid percentage of Securities, the consent of the holders of which is required for any to such supplemental indenture, without the whether or not such Holders remain Holders after such record date; provided that unless such consent shall have become effective by virtue of the holders of all Securities then Outstanding, (3) modify the subordination provisions in a manner adverse requisite percentage having been obtained prior to the holders date which is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of such Securities, or (4) modify any of the above provisionsno further effect. Upon the written request of the Company, 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 amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of securityholders the Holders of Securities as aforesaid, and upon receipt by the Trustee shall of the documents described in Section 6.1 hereof, the Trustee will join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly 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 will not be obligated to, enter into such amended or supplemental indentureIndenture. As evidence of the consent of the Holders of the Securities, the Trustee may conclusively rely upon the written consents of such Holders of the requisite percentage in principal amount of the Outstanding Securities or an Officer’s Certificate of the Company. In computing whether the Holders of the requisite principal amount of Outstanding Securities have taken action under this Indenture or under a supplemental indenture hereto, the Company shall use: (i) for an Original Issue Discount Security, the amount of the principal that would be due and payable as of that date, as if the Maturity of such Security had been accelerated due to a default; and (ii) for a Security denominated in a Foreign Currency or Currencies, the Dollar equivalent of the outstanding principal amount as of that date, using the exchange rate in effect on the date of original issuance of such Security. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture, which shall have been included expressly and solely for the benefit of one or more particular Series of Securities, or which modifies the rights of the Holders of Securities of such Series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other Series. It shall not be necessary for the consent any Act of the securityholders Holders of Securities under this Section 9.2 to approve the particular form of any proposed supplemental indentureamendment, supplement or waiver, but it shall is be sufficient if such consent Act shall approve the substance thereof. Promptly after Without the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Article 10, the Company shall provide notice, in the manner and to the extent provided in Section 15.04, setting forth in general terms the substance of such supplemental indenture, to all holders of Securities consent of each series so Holder affected. Any failure of the Company so , an amendment, supplement or waiver under this Section 9.2 may not (with respect to provide such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.Securities held by a non-consenting Holder):

Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided Upon approval of a Modification in accordance with Section 8.01) of the holders of not less than a majority in aggregate principal amount of the Securities of all series at the time Outstanding affected by such supplemental indenture (voting as one class)11.2, Section 11.3, Section 11.4, Section 11.5 or Section 11.6, the Company, when authorized by a Board Resolution, Republic and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the 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 Terms of the holders of the Debt Securities of a Series affected by such series and any related coupons under this Indenture; provided, that no Modification pursuant to such supplemental indenture shall (1) extend the fixed maturity of any Securities, or reduce the principal amount thereof or premium, if any, or reduce the rate or extend the time of payment of interest thereon, without the consent of the holder of each Security so affected, (2) reduce the aforesaid percentage of Securities, the consent of the holders of which is required for any such supplemental indenture, without the consent of the holders of all Securities then Outstanding, (3) modify the subordination provisions in a manner adverse to the holders of such Securities, or (4) modify any of the above provisionsapproved Modification). Upon the request of the CompanyRepublic, 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, indenture and upon the filing with the Trustee of evidence of the consent of securityholders as aforesaidHolders and other documents, if any, required by Section 6.1, the Trustee shall join with the Company Republic 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 securityholders Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Company Republic and the Trustee of any supplemental indenture pursuant to the provisions of this Article 10Section, the Company Republic shall at its own expense provide notice, in the manner and notice thereof to the extent affected Holders as provided in Section 15.04paragraph 11 of the Terms, setting forth in general terms the substance of such supplemental indenture, to all holders of Securities of each series so affected. Any failure of the Company so Republic to provide publish such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Section 8.01) of the holders Holders of not less than a majority in aggregate principal amount of the all Outstanding Securities of all series at the time Outstanding affected by such supplemental indenture (voting as one class), the Company, when authorized by a Board Resolution, Company and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) for the purpose of adding any provisions to to, or changing in any manner or eliminating any of the provisions of of, this Indenture Indenture, or of any supplemental indenture or of modifying in any manner the rights of the holders Holders of the Securities of such series and any related coupons under this Indenture; providedprovided that the Company and the Trustee may not, that no such supplemental indenture shall without the consent of the Holder of each Outstanding Security affected thereby: (1) extend change the fixed maturity Stated Maturity of the principal of, or any Securitiesinstallment of principal of or interest, if any, on, any Security, or reduce the principal amount thereof or premium, if any, on or reduce the rate or extend the time of payment of interest thereon, without or adversely affect any right to convert or exchange any Security into any other security, or alter the consent method of the holder computation of each interest, or make any Security so affected, payable in money other than that stated in such Security; (2) reduce the aforesaid percentage in principal amount of Securities, the consent of the holders of which is Securities required for any such supplemental indenture, without the consent of the holders of all Securities then Outstanding, indenture or for any waiver provided for in this Indenture; (3) change the Company’s obligation to maintain an office or agency for payment of Securities and the other matters specified herein; (4) impair the right to institute suit for the enforcement of any payment of principal of, premium, if any, or interest on, any Security; (5) modify the provisions of this Indenture with respect to the subordination provisions of any Security in a manner adverse to the holders of such Securities, Holder thereof; or (46) modify any of the above provisions. Upon the request provisions of the Company, accompanied by a copy of a Board Resolution certified by the Secretary or an Assistant Secretary of the Company authorizing this Indenture relating to the execution of any such supplemental indenture, and upon the filing indentures with the Trustee of evidence of the consent of securityholders as aforesaidHolders of Securities which are discussed in this Section or modify any provisions relating to the waiver by Holders of Securities of past defaults and covenants, except to increase any required percentage or to provide that other provisions of this Indenture cannot be modified or waived without the Trustee shall join with consent of the Company in Holder of each Outstanding 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 execution benefit of one or more particular series of Securities, or which modifies the 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 securityholders Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act 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 Article 10, the Company shall provide notice, in the manner and to the extent provided in Section 15.04, setting forth in general terms the substance of such supplemental indenture, to all holders of Securities of each series so affected. Any failure of the Company so to provide such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Section 8.01Article VIII) of the holders of not less than a majority in aggregate principal amount of the Securities of all series Debentures at the time Outstanding affected by such supplemental indenture (voting as one class)outstanding, the Company, when authorized by a the resolutions of the Board Resolutionof Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) for the purpose of adding any provisions to to, or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture with respect to the Debentures or of modifying in any manner the rights of the holders of of, the Securities of such series and any related coupons under this IndentureDebentures; provided, however, that no such supplemental indenture shall (1i) extend the fixed stated maturity of any Securities, Debenture or reduce the principal amount thereof or premium, if anythereof, or reduce the rate or extend the time of payment of interest thereon, or impair or affect the right of any Holder to institute suit for the payment thereof, or any right of repayment at the option of the Holders, without the consent of the holder of each Security Debenture so affected, or (2ii) reduce the aforesaid percentage of SecuritiesDebentures, the consent of the holders of which is are required for to consent to any such supplemental indenture, without the consent of the holders of all Securities Debentures then Outstanding, (3) modify the subordination provisions in a manner adverse to the holders of such Securities, or (4) modify any of the above provisionsoutstanding. Upon the request of the Company, accompanied by a copy of a the resolutions of the Board Resolution of Directors certified by the its Secretary or an Assistant Secretary of the Company authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of securityholders Holders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the securityholders Holders under this Section 10.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Article 10, the Company shall provide notice, in the manner and to the extent provided in Section 15.04, setting forth in general terms the substance of such supplemental indenture, to all holders of Securities of each series so affected. Any failure of the Company so to provide such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Section 8.01) of the holders Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of all each series at the time Outstanding affected by such supplemental indenture (voting as one classincluding consents obtained in connection with a tender offer or exchange for Securities), by Act of said Holders delivered to the CompanyCompany and the Trustee, when authorized by a Board Resolution, the Company and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the 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 Holders of the Securities of such series and any related coupons under this Indenture; provided, that however, no such supplemental indenture shall shall, without the consent of the Holder of each Outstanding Security of such series affected thereby: (1) extend change the fixed maturity Stated Maturity of any Securitiesthe principal of, or any installment of principal of or interest on, any Security; (2) reduce the principal amount of any Security or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof or premium, if anypursuant to Section 502, or reduce the rate of or extend the time of payment of interest thereon, without the consent of the holder of each Security so affected, (2) reduce the aforesaid percentage of Securities, the consent of the holders of which is required for on any such supplemental indenture, without the consent of the holders of all Securities then Outstanding, Security; (3) modify reduce any premium payable upon the subordination provisions in a manner adverse to redemption of or change the holders of such Securities, date on which any Security may or must be redeemed; (4) modify change the coin or currency in which the principal of or premium, if any, or interest on any Security is payable; (5) impair the right of any Holder to institute suit for the above provisions. 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 enforcement of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties payment on or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the securityholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Article 10, the Company shall provide noticeStated Maturity thereof (or, in the manner and to case of redemption or repayment, on or after the extent provided in Section 15.04Redemption Date or Repayment Date, setting forth in general terms the substance of such supplemental indenture, to all holders of Securities of each series so affected. Any failure of the Company so to provide such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.as applicable);

Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Section 8.01) of the holders Holders of not less than a majority in of the aggregate principal amount of the Securities of all any series at the time Outstanding affected by such supplemental indenture (voting as one class)outstanding, the Company, when authorized by a resolution of its Board Resolutionof Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as it shall be in force at the date of the execution thereofof such supplemental indenture or indentures) for the purpose purpose, with respect to Securities of such series, of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture with respect to Securities of such series or of modifying in any manner the rights of the holders Holders of the Securities of such series and any related coupons under this Indentureseries; provided, however, that no such supplemental indenture shall (1i) extend the fixed maturity maturity, or the earlier optional date of maturity, if any, of any SecuritiesSecurity, or reduce the principal amount thereof or premiumthe premium thereon, if any, or reduce the rate or extend the time of payment of interest thereoninterest, if any, thereon or make the principal thereof or premium, if any, or interest, if any, thereon payable in any currency other than as provided pursuant to this Indenture or such Security, without the consent of the holder Holder of each Security so affected, or (2ii) reduce the aforesaid percentage of SecuritiesSecurities of any series, the consent of the holders Holders of which is are required for to consent to any such supplemental indenture, without the consent of the holders Holders of all Securities then Outstanding, (3) modify the subordination provisions in a manner adverse to the holders of such Securities, or (4) modify any of the above provisionsseries then outstanding. 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 of evidence of the consent of securityholders the Holders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, discretion but shall not be obligated to, to enter into such supplemental indenture. A supplemental indenture which changes or eliminates any provision of this Indenture or of any series of Securities which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of Holders of Securities of such series with respect to such provisions, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for the consent of the securityholders Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of under this Article 10Section, the Company shall provide give notice, in the manner and to the extent provided in Section 15.04, setting forth in general terms the substance of such supplemental indenture, to all holders the Holders of Securities of each series so affectedin the manner provided in Section 1.04. Any failure of the Company so to provide give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Holders. With the consent (evidenced Except as provided in this Section 8.01) 902, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes, any Additional Notes, or any Guarantee with the consent of the holders Holders of not less than a majority in aggregate principal amount of the Securities Outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to Section 508 and Section 513, any existing Default or Event of all series at the time Outstanding affected by such supplemental indenture (voting as one class)Default or compliance with any provision of this Indenture, the Company, when authorized by a Board Resolution, and the Trustee Notes or any Guarantee 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 as in force at the date of the 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 the Securities of such series and any related coupons under this Indenture; provided, that no such supplemental indenture shall (1) extend the fixed maturity of any Securities, or reduce the principal amount thereof or premium, if any, or reduce the rate or extend the time of payment of interest thereon, without be waived with the consent of the holder Holders of each Security so affected, (2) reduce the aforesaid percentage of Securities, the consent a majority in aggregate principal amount of the holders of which is required for any such supplemental indentureOutstanding Notes (including, without the consent of the holders of all Securities then Outstandinglimitation, (3) modify the subordination provisions consents obtained in connection with a manner adverse to the holders of such Securitiespurchase of, or (4) modify any of the above provisionstender offer or exchange offer for, Notes). Upon the request of the Company, 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 amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of securityholders the Holders of Notes as aforesaid, and upon receipt by the Trustee shall of the documents described in Section 903, the Trustee will join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s own rights, duties duties, indemnities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall will not be obligated to, enter into such amended or supplemental indentureIndenture. It shall is not be necessary for the consent of the securityholders Holders of Notes under this Section 902 to approve the particular form of any proposed supplemental indentureamendment, supplement or waiver, but it shall be is sufficient if such consent shall approve approves the substance thereofof the proposed amendment, supplement or waiver. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of After an amendment, supplement or waiver under this Article 10Section 902 becomes effective, the Company shall provide notice, in the manner and send to the extent provided in Section 15.04Holders of Notes affected thereby a notice briefly describing the amendment, setting forth in general terms the substance of such supplemental indenture, to all holders of Securities of each series so affectedsupplement or waiver. Any failure of the Company so to provide give such notice, or any defect therein, shall will not, however, in any way impair or affect the validity of any such amended or supplemental indenture.indenture or waiver. Without the consent of each Holder affected, an amendment, supplement or waiver under this Section 902 may not:

Supplemental Indentures with Consent of Holders. With ----------------------------------------------- the consent (evidenced as provided in Section 8.01Article X) of the holders Majority in Interest of not less than a majority in aggregate principal amount of the Securities of all series at the time Outstanding affected by such supplemental indenture (voting as one class)Holders, the Company, Owner Trustee (when authorized by a Board Resolution, the Owner Participant) and the Indenture Trustee may may, from time to time and at any time time, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the 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 the Securities of such series and any related coupons under this IndentureHolders; provided, that however, that, without the consent of each and every Holder and each Liquidity Provider, no such amendment of or supplement to this Indenture or any indenture supplemental indenture hereto, or modification of the terms of, or consent under, any thereof, shall (1a) extend modify any of the fixed maturity provisions of any SecuritiesSection 7.11 hereof or this Section 13.02, or (b) reduce the principal amount thereof or premium, if any, or reduce the rate or extend the time of payment of any amount owing or payable under any Equipment Note or reduce the interest thereonpayable on any Equipment Note, without or alter or modify the consent provisions of Article V hereof with respect to the order of priorities in which distributions thereunder shall be made as among Holders of different Series of Equipment Notes or as between the Holder and the Owner Trustee or the Owner Participant or with respect to the amount or time of payment of any such distribution, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter the currency in which any amount payable under any Equipment Note is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder or (c) create or permit the creation of any Lien on the Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the holder of each Security so affected, (2) reduce the aforesaid percentage of Securities, the consent benefit of the holders Lien of which is required for this Indenture on the Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any such indenture or indentures supplemental indenturehereto permitted by, without and complying with the consent of the holders of all Securities then Outstandingterms of, (3) modify the subordination provisions in a manner adverse to the holders of such Securities, or (4) modify any of the above provisionsSection 13.06 hereof. Upon the request of the Company, accompanied by a copy of a Board Resolution certified by Owner Trustee (at the Secretary or an Assistant Secretary direction of the Company authorizing the execution of any such supplemental indenture, Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of securityholders as aforesaidHolders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Company Owner Trustee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the securityholders Holders under this Section 13.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Company Owner Trustee and the Indenture Trustee of any supplemental indenture pursuant to the provisions of this Article 10Section, the Company Indenture Trustee shall provide notice, in the manner and mail a notice thereof by first-class mail to the extent provided in Section 15.04Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture, to all holders of Securities of each series so affected. Any failure of the Company so Indenture Trustee to provide mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Holders. With the consent (evidenced Except as provided in Section 8.01) of the holders of not less than a majority in aggregate principal amount of the Securities of all series at the time Outstanding affected by such supplemental indenture (voting as one class)set forth below, the Company, when authorized by a Board Resolution, Trustee and the Trustee Issuer may from time to time and at any time enter into an indenture one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) for the purpose of adding add any provisions to to, or changing change in any manner or eliminating eliminate any of the provisions of of, this Indenture or of any supplemental indenture or of modifying modify in any manner the rights of the Holders of the Notes or the Issuer Equity Securities under this Indenture only with the written consent of the Holders of a Majority in Aggregate Outstanding Amount of the Notes materially and adversely affected thereby (excluding any RCMC Securities) and the Majority Equityholder if materially and adversely affected thereby, by Act of said Holders delivered to the Trustee and the Issuer. Unless the Trustee is notified (after giving (x) 15 Business Days’ notice of such change to the Holders of the Notes and the Holder of the Issuer Equity Securities requesting notification by such Noteholders and holders of the Issuer Equity Securities if any such Noteholders or holders of such series the Issuer Equity Securities would be materially and any related coupons under this Indenture; provided, that no such adversely affected by the proposed supplemental indenture shall and (1y) extend following such initial 15 Business Day period, an additional 15 Business Days’ notice to any holder of Notes or Issuer Equity Securities that did not respond to the fixed maturity initial notice) by Holders of any Securities, or reduce the principal amount thereof or premium, if any, or reduce the rate or extend the time of payment of interest thereon, without the consent a Majority in Aggregate Outstanding Amount of the holder of each Security so affected, (2) reduce Notes that the aforesaid percentage of SecuritiesNotes will be materially and adversely affected by the proposed supplemental indenture, the consent interests of the Holders of the Notes and the interests of the holders of which is required for any the Issuer Equity Securities will be deemed not to be materially and adversely affected by such proposed supplemental indenture, without the consent of the holders of all Securities then Outstanding, (3) modify the subordination provisions in a manner adverse to the holders of such Securities, or (4) modify any of the above provisions. 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, indenture and upon the filing with the Trustee of evidence of the consent of securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not will be obligated to, permitted to enter into such supplemental indenture. It Such determinations shall be conclusive and binding on all present and future Noteholders. The consent of the Holders of the Issuer Equity Securities shall be binding on all present and future Holders of the Issuer Equity Securities. The Trustee shall not be necessary liable for any such determination made in good faith and in reliance upon the expiry of the foregoing time periods. Without the consent of (A) (x) all of the securityholders under this Section Holders of the Outstanding Notes materially adversely affected and (y) all of the Holders of the Issuer Equity Securities materially adversely affected thereby and (B) subject to approve satisfaction of the particular form of any proposed supplemental indentureRating Agency Condition with respect to each Rating Agency, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Company and the Trustee of any no supplemental indenture pursuant to the provisions of this Article 10, the Company shall provide notice, in the manner and to the extent provided in Section 15.04, setting forth in general terms the substance of such supplemental indenture, to all holders of Securities of each series so affected. Any failure of the Company so to provide such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.may:

Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Section 8.019.01) of the holders Holders of not less than a majority in aggregate principal amount of the Debt Securities of all series at the time Outstanding affected by such supplemental indenture (voting as one class)outstanding of each series to be affected, the Company, when authorized by a resolution of its Board Resolutionof Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as in force at the date of the 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 Debt Security of a series or of modifying in any manner the rights of the holders Holders of the Debt Securities of such series and any related coupons under this Indentureto be affected; provided, however, that no such supplemental indenture shall (1i) extend change the fixed maturity (which term shall not include payments due pursuant to any sinking, purchase or analogous fund) of any Debt Securities, or reduce the principal amount thereof or premium, if anythereof, or reduce the rate or extend the time of payment of interest thereon, reduce any premium payable upon the redemption thereof, or impair the right to institute suit for the enforcement of any such payment on or after the maturity thereof (or, in the case of redemption on or after the redemption date, without the consent of the holder Holder of each Debt Security so affected, or (2ii) reduce the aforesaid percentage of SecuritiesDebt Securities of any series, the consent of the holders Holders of which is required for any such supplemental indenture, without the consent of the holders Holders of all Debt Securities of such series then Outstanding, (3) modify the subordination provisions in a manner adverse to the holders of such Securities, or (4) modify any of the above provisions. Upon the request of the Company, accompanied by a copy of a the resolutions of the Board Resolution of Directors (certified by an Officer's Certificate which shall accompany the Secretary or an Assistant Secretary of the Company resolutions) authorizing the execution of any such supplemental indentureindentures, and upon the filing with the Trustee of evidence of the consent of securityholders Holders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the securityholders Holders under this Section 11.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Article 10, the Company shall provide notice, in the manner and to the extent provided in Section 15.04, setting forth in general terms the substance of such supplemental indenture, to all holders of Securities of each series so affected. Any failure of the Company so to provide such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Section 8.01) of the holders of not less than a majority in aggregate principal amount of the Securities of all series at the time Outstanding affected by such supplemental indenture (voting as one class), the Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the 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 the Securities of such series and any related coupons under this Indenture; provided, that no such supplemental indenture shall (1) extend the fixed maturity of any Securities, or reduce the principal amount thereof or premium, if any, or reduce the rate or extend the time of payment of interest thereon, without the consent of the holder of each Security so affected, (2) reduce the aforesaid percentage of Securities, the consent of the holders of which is required for any such supplemental indenture, without the consent of the holders of all Securities then Outstanding, (3) modify the subordination provisions in a manner adverse to the holders of such Securities, or (4) modify any of the above provisions. Upon the request of the Company, accompanied by a copy of a Board Resolution certified by the Secretary or an Assistant Secretary Officer of the Company authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the securityholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Article 10, the Company shall provide notice, in the manner and to the extent provided in Section 15.04, setting forth in general terms the substance of such supplemental indenture, to all holders of Securities of each series so affected. Any failure of the Company so to provide such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided Upon approval of a Modification in accordance with Section 8.01) of the holders of not less than a majority in aggregate principal amount of the Securities of all series at the time Outstanding affected by such supplemental indenture (voting as one class)11.2, Section 11.3, Section 11.4, Section 11.5 or Section 11.6, the Company, when authorized by a Board Resolution, Province and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the 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 Terms of the holders of the Debt Securities of a Series affected by such series and any related coupons under this Indenture; provided, that no Modification pursuant to such supplemental indenture shall (1) extend the fixed maturity of any Securities, or reduce the principal amount thereof or premium, if any, or reduce the rate or extend the time of payment of interest thereon, without the consent of the holder of each Security so affected, (2) reduce the aforesaid percentage of Securities, the consent of the holders of which is required for any such supplemental indenture, without the consent of the holders of all Securities then Outstanding, (3) modify the subordination provisions in a manner adverse to the holders of such Securities, or (4) modify any of the above provisionsapproved Modification). Upon the request of the CompanyProvince, 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, indenture and upon the filing with the Trustee of evidence of the consent of securityholders as aforesaidHolders and other documents, if any, required by Section 6.1, the Trustee shall join with the Company Province 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 securityholders Holders under this Section 7.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Company Province and the Trustee of any supplemental indenture pursuant to the provisions of this Article 10Section 7.2, the Company Province shall at its own expense provide notice, in the manner and notice thereof to the extent affected Holders as provided in Section 15.04Paragraph 12 of the Terms, setting forth in general terms the substance of such supplemental indenture, to all holders of Securities of each series so affected. Any failure of the Company so Province to provide publish such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Section 8.01) of the holders of not less than a majority in aggregate principal amount of the all Outstanding Securities of all series at the time Outstanding affected by such supplemental indenture (voting indenture, considered together as one classclass for this purpose (such affected Securities may be Securities of the same or different series and, with respect to any series, may comprise fewer than all the Securities of such series), the CompanyCompany and the Guarantor, when authorized by or pursuant to a Board ResolutionResolution of their respective Boards, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the 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 the such affected Securities of such series and any related coupons under this Indenture; provided, however, that no such supplemental indenture shall (1) shall, without the consent of the holders of each Outstanding Security affected thereby, extend the fixed stated maturity of any Securities, or reduce the principal amount thereof or premium, if any, or reduce the rate or extend the time of payment of interest or other amounts due thereon, without or reduce any amount payable on redemption thereof, except in accordance with the consent terms of the holder of each Security so affectedsuch Securities established as contemplated by Section 2.03(b), (2) or reduce the aforesaid percentage of Securities, the consent of the holders of which is required for any such supplemental indenture, without . A supplemental indenture that changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the consent benefit of the holders one or more particular Securities or series of all Securities then Outstanding, (3) modify the subordination provisions in a manner adverse to the holders of such Securities, or (4) modify any that modifies the rights of the above provisionsholder of such Securities or series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the holder of any other Securities or any other series, as applicable. Upon the request of the Company, accompanied by a copy of a Board Resolution of the Company and the Guarantor certified by the Secretary or an Assistant Secretary of the Company or the Guarantor, as the case may be, authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of securityholders as aforesaid, the Trustee shall join with the Company 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 securityholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Article 10Ten, the Company shall provide notice, in the manner and to the extent provided in Section 15.04, notice thereof setting forth in general terms the substance of such supplemental indenture, in the manner and to the extent provided in Section 16.04, to all holders of Outstanding Securities of each series so affected. Any failure of the Company so to provide such notice, or any defect therein, shall not, however, not in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Section 8.019.01) of the holders Holders of not less greater than a majority 50% in aggregate principal amount of the Outstanding Debt Securities of all each series at the time Outstanding affected by such supplemental indenture (all such Holders voting as one a single class), by act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the 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 Holders of the Debt Securities of such each series and any related coupons under this Indenture; provided, however, that no such supplemental indenture shall (1i) without the consent of the Holder of each Outstanding Debt Security affected thereby, extend the fixed maturity of any Securities, or reduce the principal amount thereof or premium, if anyDebt Security, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof or any premium thereon, or make the principal thereof or interest or premium thereon payable in any coin or currency other than that provided in the Debt Securities or (ii) without the consent of the holder Holders of all of the Outstanding Debt Securities of each Security so affected, (2) series affected reduce the aforesaid percentage of Debt Securities, the consent of the holders Holders of which is are required for to consent (a) to any such supplemental indenture, without the consent (b) to rescind and annul a declaration that any Debt Securities are due and payable as a result of the holders occurrence of all Securities then Outstandingan Event of Default, (3c) modify to waive any past default under the subordination provisions in a manner adverse Indenture and its consequences and (d) to the holders of such Securitieswaive compliance with Sections 5.02 and 5.04 (other than 5.04(a)(1) and (2)) to 5.07, or (4) modify any of the above provisionsinclusive. Upon the request of the Company, accompanied by a copy of a Board Resolution certified by the its Secretary or an Assistant Secretary of the Company authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of securityholders Holders of Debt Securities as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. 129 It shall not be necessary for the consent of the securityholders Holders of Debt Securities under this Section 11.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Article 10, the Company shall provide notice, in the manner and to the extent provided in Section 15.04, setting forth in general terms the substance of such supplemental indenture, to all holders of Securities of each series so affected. Any failure of the Company so to provide such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Section 8.01) of the holders Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of all each series at the time Outstanding affected by such supplemental indenture (voting as one class)indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may may, from time to time and at any time time, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act TIA as in force at the date of the 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 Holders of the Securities of such series and any related coupons under this Indenture; provided, however, that no such supplemental indenture shall (1i) extend the fixed maturity Stated Maturity of the principal of (or premium, if any, on), or any Securitiesinstallment of principal of or interest, if any, on, any Security, or reduce the principal amount thereof or premium, if anythe rate of interest thereon, or reduce the rate amount of principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof or extend impair the time right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of interest thereonredemption or repayment at the option of the Holder, on or after the Redemption Date or Repayment Date, as the case may be), without the consent of the holder Holder of each Outstanding Security so affected, or (2ii) reduce the aforesaid percentage in principal amount of Securitiesthe Outstanding Securities of any series, the consent of the holders of which whose Holders is required for any such supplemental indenture, without the consent of the holders Holders of all the Outstanding Securities then Outstanding, (3) modify the subordination provisions in a manner adverse to the holders of such series. 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 (4) modify any which modifies the rights of the above provisionsHolders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. Upon the request of the Company, 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 of evidence of the consent of securityholders Holders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent any Act of the securityholders Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act 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 Article 10, the Company shall provide notice, in the manner and to the extent provided in Section 15.04, setting forth in general terms the substance of such supplemental indenture, to all holders of Securities of each series so affected. Any failure of the Company so to provide such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Section 8.01) of the holders Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of all series at the time Outstanding affected by such supplemental indenture or indentures (voting acting as one class), by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the 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 Holders of the Securities of each such series and any related coupons under this Indenture; provided, however, that no such supplemental indenture shall shall, without the consent of the Holder of each Outstanding Security affected thereby; (1i) extend change the fixed maturity Maturity of the principal of, or the Stated Maturity of any Securitiesinstalment of interest (or premium, if any) on, any Security, or reduce the principal amount thereof or any premium thereon or the rate of interest thereon, or change the obligation of the Company to pay additional amounts pursuant to Section 5.04 (except as contemplated by Section 10.01 (i) and permitted by Section 9.01), 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 7.02, or change the method of calculating interest thereon or the coin or currency in which any Security (or premium, if any, thereon) or the interest thereon is payable, or reduce the minimum rate or extend the time of payment of interest thereon, without or impair the consent right to institute suit for the enforcement of any such payment on or after the holder Stated Maturity thereof (or, in the case of each Security so affectedredemption or repayment, on or after the Redemption Date or Repayment Date); (2ii) reduce the aforesaid percentage in principal amount of Securitiesthe Outstanding Securities of any series, the consent of the holders of which whose Holders is required for any such supplemental indenture, without indenture or the consent of the holders whose Holders is required for any waiver (of all Securities then Outstanding, (3) modify the subordination compliance with certain provisions in a manner adverse to the holders of such Securities, or (4) modify any of the above provisions. 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 of evidence of the consent of securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, of certain defaults hereunder and their consequences) provided for in which case this Indenture or reduce the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary requirements of Section 15.04 for the consent of the securityholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Article 10, the Company shall provide notice, in the manner and to the extent provided in Section 15.04, setting forth in general terms the substance of such supplemental indenture, to all holders of Securities of each series so affected. Any failure of the Company so to provide such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.a quorum; 54

Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Section 8.01Article 9) of the holders Holders of not less than at least a majority in of the aggregate principal amount of the Securities of all series at the time Outstanding affected by such supplemental indenture Notes then outstanding (voting as one classdetermined in accordance with Section 9.04 and including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes), the Company, when authorized by a Board Resolution, and the Trustee Trustee, at the Company’s expense, 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 as in force at the date of the 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 the Securities of such series and any related coupons under this IndentureHolders; provided, that no such supplemental indenture shall (1) extend the fixed maturity of any Securitieshowever, or reduce the principal amount thereof or premium, if any, or reduce the rate or extend the time of payment of interest thereonthat, without the consent of the holder each Holder of each Security so an outstanding Note affected, no such supplemental indenture shall: (2a) extend the Maturity Date of, or the stated time for payment of interest on, any Note; (b) reduce the aforesaid percentage principal amount of, or the rate of Securitiesinterest on, any Note; (c) reduce the amount of principal payable upon acceleration of the maturity of the Notes; (d) make any Note payable in a currency, or at a place of payment, other than that stated in the Note; (e) impair the right of any Holder to institute suit for the enforcement of any payment on, or with respect to, such Holder’s Notes; (f) reduce the Redemption Price, the consent Repurchase Price on any Repurchase Date or the Fundamental Change Repurchase Price of the holders of which is required for any such supplemental indenture, without the consent of the holders of all Securities then Outstanding, (3) Note or modify the subordination provisions in a any manner adverse to the holders Holders the Company’s obligation to make such payments; (g) make any change that adversely affects the rights of such Securities, Holders to convert Notes or prevent the Company from paying the consideration due upon conversion; (h) adversely affect the ranking of the Notes; or (4i) modify make any change in this Article 11 that requires each Holder’s consent or in the waiver provisions in Section 7.02 or Section 7.09 except to increase the percentage required for modification, amendment or waiver or to provide consent of the above provisionseach affected Holder of Notes. Upon the written 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 of evidence of the consent of securityholders Holders as aforesaidaforesaid and subject to Section 11.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the securityholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Article 10, the Company shall provide notice, in the manner and to the extent provided in Section 15.04, setting forth in general terms the substance of such supplemental indenture, to all holders of Securities of each series so affected. Any failure of the Company so to provide such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.55 #91808965v6 10058821.1

Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Section 8.01) of the holders Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of all each series at the time Outstanding affected by such supplemental indenture (voting as one class)indenture, by Act of said Holders delivered to the Company, the Guarantor and the Trustee, the Company, when authorized by or pursuant to a Board Resolution, the Guarantor, when authorized by or pursuant to a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the 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 the Securities of such series or of modifying in any manner the rights of the holders Holders of the Securities of such series and any related coupons under this Indenture; provided, however, -------- ------- that no such supplemental indenture shall (1) extend the fixed maturity of any Securities, or reduce the principal amount thereof or premium, if any, or reduce the rate or extend the time of payment of interest thereon, without the consent of the holder of each Security so affected, (2) reduce the aforesaid percentage of Securities, the consent of the holders of which is required for any such supplemental indenture, without the consent of the holders Holder of all Securities then Outstandingeach Outstanding Security affected thereby, shall (31) change the Stated Maturity of the principal of, or any premium or installment of principal or interest on or any Additional Amounts with respect to, any Security, or any sinking fund or analogous payment in respect thereof, or reduce the principal amount thereof or the rate (or modify the subordination provisions in a manner adverse to the holders calculation of such Securitiesrate) of interest thereon or any Additional Amounts with respect thereto, or any premium payable upon the redemption thereof or otherwise, or change the obligation of the Company to pay Additional Amounts pursuant to Section 1004, or reduce the amount of the principal of any Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502 or the amount thereof provable in bankruptcy pursuant to Section 504, adversely affect the right of repayment at the option of any Holder as contemplated by Article Fifteen, or change the provisions of Article Ten relating to Place of Payment for Bearer Securities being located outside the United States, or the Currency in which the principal of, any premium or interest on, or any Additional Amounts with respect to any Security or any sinking or analogous fund payment in respect thereof, is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or, in the case of repayment at the option of the Holder, on or after the Repayment Date), or (42) modify any reduce the percentage in principal amount of the above provisions. Upon Outstanding Securities of any series, the request consent 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 whose Holders is required for any such supplemental indenture, and upon the filing with the Trustee of evidence of or the consent of securityholders as aforesaid, the Trustee shall join whose Holders is required for any waiver (of compliance with the Company in the execution certain provisions 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 securityholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Company certain defaults hereunder and the Trustee of any supplemental indenture pursuant to the provisions of this Article 10, the Company shall provide notice, in the manner and to the extent provided in Section 15.04, setting forth in general terms the substance of such supplemental indenture, to all holders of Securities of each series so affected. Any failure of the Company so to provide such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.their consequences) 70

Supplemental Indentures with Consent of Holders. With The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with the consent (evidenced as provided in Section 8.01) of the holders PUCT pursuant to Section 9.03, with prior notice to the Rating Agencies and with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities Outstanding Amount of all series at the time Outstanding affected Transition Bonds of each Tranche to be affected, by Act of such supplemental indenture (voting as one class), Holders delivered to the Company, when authorized by a Board Resolution, Issuer and the Trustee may from time to time and at any time Indenture Trustee, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) 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 of any supplemental indenture or of modifying in any manner the rights of the holders Holders of the Securities of such series and any related coupons Transition Bonds under this Indenture; provided, however, that no such supplemental indenture shall (1) extend shall, without the fixed maturity consent of the Holder of each Outstanding Transition Bond of each Tranche affected thereby: change the date of payment of any Securities, or reduce the installment of principal amount thereof of or premium, if any, or interest on any Transition Bond of such Tranche, or reduce the principal amount thereof, the interest rate thereon or extend premium, if any, with respect thereto, change the time provisions of this Indenture and the Series Supplement relating to the application of collections on, or the proceeds of the sale of, the Transition Bond Collateral to payment of principal of or premium, if any, or interest on the Transition Bonds, or change any place of payment of where, or the coin or currency in which, any Transition Bond or the interest thereonthereon is payable, without or impair the consent right to institute suit for the enforcement of the holder provisions of each Security so affectedthis Indenture requiring the application of funds available therefor, (2) as provided in Article V, to the payment of any such amount due on the Transition Bonds on or after the respective due dates thereof; reduce the aforesaid percentage of Securitiesthe Outstanding Amount of the Transition Bonds or of a Tranche thereof, the consent of the holders Holders of which is required for any such supplemental indenture, or the consent of the Holders of which 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; reduce the percentage of the Outstanding Amount of the Transition Bonds required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Transition Bond Collateral pursuant to Section 5.04; modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that those provisions of this Indenture referenced in this Section 9.02 cannot be modified or waived without the consent of the holders Holder of all Securities then Outstanding, (3) modify the subordination provisions in a manner adverse to the holders of such Securities, or (4) each Outstanding Transition Bond affected thereby; modify any of the above provisions. Upon provisions of this Indenture in such manner as to affect the request calculation of the Companyamount of any payment of interest, accompanied by principal or premium, if any, due on any Transition Bond on any Payment Date (including the calculation of any of the individual components of such calculation) or change the Expected Amortization Schedules or Final Maturity Dates of any Tranche of Transition Bonds; decrease the Required Capital Level; permit the creation of any Lien ranking prior to or on a copy parity with the Lien of a Board Resolution certified this Indenture with respect to any part of the Transition Bond Collateral or, except as otherwise permitted or contemplated herein, terminate the Lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Transition Bond of the security provided by the Secretary Lien of this Indenture; or an Assistant Secretary of cause any material adverse federal income tax consequence to the Company authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of securityholders as aforesaidSeller, the Issuer, the Managers, the Indenture Trustee shall join with or the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenturethen existing Holders. It shall not be necessary for the consent any Act of the securityholders Holders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Company Issuer and the Indenture Trustee of any supplemental indenture pursuant to the provisions of this Article 10Section 9.02, the Company Issuer shall provide notice, in the manner and mail to the extent provided in Section 15.04, Rating Agencies and the Holders of the Transition Bonds to which such supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture, to all holders of Securities of each series so affected. Any failure of the Company so Issuer to provide mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. PUCT Condition. Notwithstanding anything to the contrary in Section 9.01 or 9.02, no supplemental indenture (other than the Series Supplement) shall be effective unless the process set forth in this Section 9.03 has been followed. At least thirty-one (31) days prior to the effectiveness of any such supplemental indenture and after obtaining the other necessary approvals set forth in Section 9.01 or 9.02, as applicable, except for the consent of the Indenture Trustee and the Holders if the consent of the Holders is required or sought by the Indenture Trustee in connection with such supplemental indenture, the Issuer shall have delivered to the PUCT's executive director and general counsel written notification of any proposed supplemental indenture, which notification shall contain: a reference to Docket No. 37247; an Officer's Certificate stating that the proposed supplemental indenture has been approved by all parties to this Indenture; and a statement identifying the person to whom the PUCT or its staff is to address any response to the proposed supplemental indenture or to request additional time. The PUCT or its staff shall, within thirty (30) days of receiving the notification complying with Section 9.03(a) above, either: &#provide notice of its determination that the proposed supplemental indenture will not under any circumstances have the effect of increasing the ongoing Qualified Costs related to the Transition Bonds, provide notice of its consent or lack of consent to the person specified in Section 9.03(a)(iii) above, or be conclusively deemed to have consented to the proposed supplemental indenture, unless, within thirty (30) days of receiving the notification complying with Section 9.03(a) above, the PUCT or its staff delivers to the office of the person specified in Section 9.03(a)(iii) above a written statement requesting an additional amount of time not to exceed thirty (30) days in which to consider whether to consent to the proposed supplemental indenture. If the PUCT or its staff requests an extension of time in the manner set forth in the preceding sentence, then the PUCT shall either provide notice of its consent or lack of consent or notice of its determination that the proposed supplemental indenture will not under any circumstances increase ongoing Qualified Costs to the person specified in Section 9.03(a)(iii) above no later than the last day of such extension of time or be conclusively deemed to have consented to the proposed supplemental indenture on the last day of such extension of time. Any supplemental indenture requiring the consent of the PUCT shall become effective on the later of (i) the date proposed by the parties to such supplemental indenture and (ii) the first day after the expiration of the thirty (30)-day period provided for in this Section 9.03(b), or, if such period has been extended pursuant hereto, the first day after the expiration of such period as so extended. Following the delivery of a notice to the PUCT by the Issuer under Section 9.03(a) above, the Issuer shall have the right at any time to withdraw from the PUCT further consideration of any notification of a proposed supplemental indenture. Such withdrawal shall be evidenced by the prompt written notice thereof by the Issuer to the PUCT, the Indenture Trustee and the Servicer.

Supplemental Indentures with Consent of Holders. With Except as provided below in this Section 9.02, this Indenture (including Sections 3.09, 4.10 and 4.13), the Guarantees and the Notes may be amended or supplemented with the consent (evidenced as provided in Section 8.01) of the holders Holders of not less than at least a majority in aggregate principal amount of the Securities of all series at the time Outstanding affected by such supplemental indenture (Notes then outstanding voting as one classa single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07, any existing Default or Event of Default (other than a Default or Event of Default in the Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions payment of the Trust Indenture Act as in force at the date of the 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 the Securities of such series and any related coupons under this Indenture; providedprincipal of, that no such supplemental indenture shall (1) extend the fixed maturity of any Securities, or reduce the principal amount thereof or premium, if any, or reduce interest on the rate Notes, except a payment default resulting from an acceleration that has been rescinded) or extend compliance with any provision of this Indenture, the time of payment of interest thereon, without Guarantees or the Notes may be waived with the consent of the holder Holders of each Security so affecteda majority in principal amount of the then outstanding Notes voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, (2) reduce the aforesaid percentage of Securitiesor purchase of, the consent Notes). The provisions of the holders Section 2.08 shall determine which Notes are considered to be “outstanding” for purposes of which is required for any such supplemental indenture, without the consent of the holders of all Securities then Outstanding, (3) modify the subordination provisions in a manner adverse to the holders of such Securities, or (4) modify any of the above provisionsthis Section 9.02. Upon the request of the Company, Issuer accompanied by a copy resolution of a its Board Resolution certified by the Secretary or an Assistant Secretary of the Company Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of securityholders the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02, the Trustee shall join with the Company Issuer in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly 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 amended or supplemental indenture. It shall not be necessary for the consent of the securityholders Holders of Notes under this Section 9.02 to approve the particular form of any proposed supplemental indentureamendment or waiver, but it shall be sufficient if such consent shall approve approves the substance thereof. Promptly after After an amendment, supplement or waiver under Sections 9.01 or 9.02 becomes effective, the execution by the Company and the Trustee of any supplemental indenture pursuant Issuer shall send to the provisions of this Article 10Holders a notice briefly describing the amendment, the Company shall provide notice, in the manner and to the extent provided in Section 15.04, setting forth in general terms the substance of such supplemental indenture, to all holders of Securities of each series so affectedsupplement or waiver. Any failure of the Company so Issuer to provide send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture.indenture or waiver. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

Supplemental Indentures with Consent of Holders. With The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with the consent (evidenced as provided in Section 8.01) of the holders PUCT pursuant to Section 9.03, with prior notice to the Rating Agencies and with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities Outstanding Amount of all series at the time Outstanding affected Transition Bonds of each Series or Tranche to be affected, by Act of such supplemental indenture (voting as one class), Holders delivered to the Company, when authorized by a Board Resolution, Issuer and the Trustee may from time to time and at any time Indenture Trustee, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) 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 of any supplemental indenture or of modifying in any manner the rights of the holders Holders of the Securities of such series and any related coupons Transition Bonds under this Indenture; provided, however, that no such supplemental indenture shall (1) extend shall, without the fixed maturity consent of the Holder of each Outstanding Transition Bond of each Series or Tranche affected thereby: change the date of payment of any Securities, or reduce the installment of principal amount thereof of or premium, if any, or interest on any Transition Bond of such Series or Tranche, or reduce the principal amount thereof, the interest rate thereon or extend premium, if any, with respect thereto, change the time provisions of this Indenture and the related applicable Series Supplement relating to the application of collections on, or the proceeds of the sale of, the Transition Bond Collateral to payment of principal of or premium, if any, or interest on the Transition Bonds, or change any place of payment of where, or the coin or currency in which, any Transition Bond or the interest thereonthereon is payable, without or impair the consent right to institute suit for the enforcement of the holder provisions of each Security so affectedthis Indenture requiring the application of funds available therefor, (2) as provided in Article V, to the payment of any such amount due on the Transition Bonds on or after the respective due dates thereof; reduce the aforesaid percentage of Securitiesthe Outstanding Amount of the Transition Bonds or of a Series or Tranche thereof, the consent of the holders Holders of which is required for any such supplemental indenture, or the consent of the Holders of which 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; reduce the percentage of the Outstanding Amount of the Transition Bonds required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Transition Bond Collateral pursuant to Section 5.04; modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that those provisions of this Indenture referenced in this Section 9.02 cannot be modified or waived without the consent of the holders Holder of all Securities then Outstanding, (3) modify the subordination provisions in a manner adverse to the holders of such Securities, or (4) each Outstanding Transition Bond affected thereby; modify any of the above provisions. Upon provisions of this Indenture in such manner as to affect the request calculation of the Companyamount of any payment of interest, accompanied by principal or premium, if any, due on any Transition Bond on any Payment Date (including the calculation of any of the individual components of such calculation) or change the Expected Amortization Schedules or Final Maturity Dates of any Tranche or Series of Transition Bonds; decrease the Required Capital Level with respect to any Series; permit the creation of any Lien ranking prior to or on a copy parity with the Lien of a Board Resolution certified this Indenture with respect to any part of the Transition Bond Collateral or, except as otherwise permitted or contemplated herein, terminate the Lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Transition Bond of the security provided by the Secretary Lien of this Indenture; or an Assistant Secretary of cause any material adverse federal income tax consequence to the Company authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of securityholders as aforesaidSeller, the Issuer, the Managers, the Indenture Trustee shall join with or the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenturethen existing Holders. It shall not be necessary for the consent any Act of the securityholders Holders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Company Issuer and the Indenture Trustee of any supplemental indenture pursuant to the provisions of this Article 10Section 9.02, the Company Issuer shall provide notice, in the manner and mail to the extent provided in Section 15.04, Rating Agencies and the Holders of the Transition Bonds to which such supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture, to all holders of Securities of each series so affected. Any failure of the Company so Issuer to provide mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. [If and so long as any Transition Bonds are listed on the Irish Stock Exchange and the rules of such exchange so require, the Issuer shall arrange for publication in accordance with such rules of a notice that the notice regarding the Supplemental Indenture shall be available with the Issuer's listing agent in Ireland appointed pursuant to Section 3.02.] PUCT Condition. Notwithstanding anything to the contrary in Section 9.01 or 9.02, no supplemental indenture (other than the initial Series Supplement) shall be effective unless the process set forth in this Section 9.03 has been followed. At least thirty-one (31) days prior to the effectiveness of any such supplemental indenture and after obtaining the other necessary approvals set forth in Section 9.01 or 9.02, as applicable, except for the consent of the Indenture Trustee and the Holders if the consent of the Holders is required or sought by the Indenture Trustee in connection with such supplemental indenture, the Issuer shall have delivered to the PUCT's executive director and general counsel written notification of any proposed supplemental indenture, which notification shall contain: a reference to Docket No. 33586 and to any other Docket No. under which a Financing Order has been issued; an Officer's Certificate stating that the proposed supplemental indenture has been approved by all parties to this Indenture; and a statement identifying the person to whom the PUCT or its staff is to address any response to the proposed supplemental indenture or to request additional time. The PUCT or its staff shall, within thirty (30) days of receiving the notification complying with Section 9.03(a) above, either: &#provide notice of its determination that the proposed supplemental indenture will not under any circumstances have the effect of increasing the ongoing qualified costs related to the Transition Bonds, provide notice of its consent or lack of consent to the person specified in Section 9.03(a)(iii) above, or be conclusively deemed to have consented to the proposed supplemental indenture, unless, within thirty (30) days of receiving the notification complying with Section 9.03(a) above, the PUCT or its staff delivers to the office of the person specified in Section 9.03(a)(iii) above a written statement requesting an additional amount of time not to exceed thirty (30) days in which to consider whether to consent to the proposed supplemental indenture. If the PUCT or its staff requests an extension of time in the manner set forth in the preceding sentence, then the PUCT shall either provide notice of its consent or lack of consent or notice of its determination that the proposed supplemental indenture will not under any circumstances increase ongoing qualified costs to the person specified in Section 9.03(a)(iii) above no later than the last day of such extension of time or be conclusively deemed to have consented to the proposed supplemental indenture on the last day of such extension of time. Any supplemental indenture requiring the consent of the PUCT shall become effective on the later of (i) the date proposed by the parties to such supplemental indenture and (ii) the first day after the expiration of the thirty (30)-day period provided for in this Section 9.03(b), or, if such period has been extended pursuant hereto, the first day after the expiration of such period as so extended. Following the delivery of a notice to the PUCT by the Issuer under Section 9.03(a) above, the Issuer shall have the right at any time to withdraw from the PUCT further consideration of any notification of a proposed supplemental indenture. Such withdrawal shall be evidenced by the prompt written notice thereof by the Issuer to the PUCT, the Indenture Trustee and the Servicer.

Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Section 8.01Article IX) of the holders Holders of not less than a majority in aggregate principal amount of the Securities of all series Debentures at the time Outstanding affected by such supplemental indenture (voting as one class)outstanding determined in accordance with Section 9.4, the Company, when authorized by a the resolutions of the Board Resolutionof Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the 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 the Securities of such series and any related coupons under this Indenture; Holders, provided, however, that no such supplemental indenture shall (1i) extend the fixed maturity of any SecuritiesDebenture, reduce the Principal Amount at the Final Maturity Date, Issue Price, Purchase Price, Change in Control Purchase Price, Redemption Price or amount of cash paid in lieu of shares of Common Stock, change the obligation of the Company to repurchase any Debenture upon the occurrence of a Change in Control in a manner adverse to the Holder of Debentures, impair the right of any Debentureholder to institute suit for the payment thereof, change the currency in which the Debentures are payable, or reduce impair the principal amount thereof or premium, if anyright to convert the Debentures in any material respect, or reduce modify the rate or extend provisions of this Indenture with respect to the time subordination of payment of interest thereonthe Debentures in a manner adverse to the Holders in any material respect, without the consent of the holder Holder of each Security Debenture so affected, or (2ii) reduce the aforesaid percentage of SecuritiesDebentures, the consent of the holders Holders of which is are required for to consent to any such supplemental indentureindentures, without the consent of the holders Holders of all Securities Debentures then Outstanding, (3) modify the subordination provisions in a manner adverse to the holders of such Securities, or (4) modify any of the above provisionsoutstanding. Upon the request of the Company, accompanied by a copy of a the resolutions of the Board Resolution of Directors certified by the its Secretary or an Assistant Secretary of the Company authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of securityholders Holders as aforesaid, aforesaid the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the securityholders Holders under this Section 11.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Article 10, the Company shall provide notice, in the manner and to the extent provided in Section 15.04, setting forth in general terms the substance of such supplemental indenture, to all holders of Securities of each series so affected. Any failure of the Company so to provide such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Section 8.01) of the holders Holders of not less than a majority in of the aggregate principal amount of the Securities of all any series at the time Outstanding affected by such supplemental indenture (voting as one class)outstanding, the Company, when authorized by a resolution of its Board Resolutionof Directors, the Guarantor, when authorized by a resolution of its Board of Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall shall, but only to the extent applicable, conform to the provisions of the Trust Indenture Act as shall be in force at the date of the execution thereofof such supplemental indenture or indentures) for the purpose purpose, with respect to Securities of such series, of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture with respect to Securities of such series or of modifying in any manner the rights of the holders Holders of the Securities of such series and any related coupons under this Indentureseries; provided, however, that no such supplemental indenture shall (1i) extend the fixed maturity maturity, or the earlier optional date of maturity, if any, of any SecuritiesSecurity, or reduce the principal amount thereof or premiumthe premium thereon, if any, or reduce the rate or extend the time of payment of interest thereoninterest, if any, thereon or make the principal thereof or premium, if any, or interest, if any, thereon payable in any currency other than as provided pursuant to this Indenture or such Security, without the consent of the holder Holder of each Security so affected, or (2ii) reduce the aforesaid percentage of SecuritiesSecurities of any series, the consent of the holders Holders of which is are required for to consent to any such supplemental indenture, without the consent of the holders Holders of all Securities then Outstanding, (3) modify the subordination provisions in a manner adverse to the holders of such Securities, or (4) modify any of the above provisionsseries then outstanding. Upon the request of the CompanyCompany and the Guarantor, accompanied by a copy of a the Board Resolution certified by the Secretary or an Assistant Secretary of the Company Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of securityholders the Holders as aforesaid, the Trustee shall join with the Company 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, discretion but shall not be obligated to, to enter into such supplemental indenture. A supplemental indenture which changes or eliminates any provision of this Indenture or of any series of Securities which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of Holders of Securities of such series with respect to such provisions, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for the consent of the securityholders Holders under this Section 10.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Company Company, the Guarantor and the Trustee of any supplemental indenture pursuant to the provisions of under this Article 10Section 10.02, the Company shall provide give notice, in the manner and to the extent provided in Section 15.04, setting forth in general terms the substance of such supplemental indenture, to all holders the Holders of Securities of each series so affectedin the manner provided in Section 1.04. Any failure of the Company so to provide give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided Upon approval of a Modification in accordance with Section 8.01) of the holders of not less than a majority in aggregate principal amount of the Securities of all series at the time Outstanding affected by such supplemental indenture (voting as one class)11.1, Section 11.2, Section 11.3, Section 11.4, Section 11.5 or Section 11.6, the Company, when authorized by a Board Resolution, Republic and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the 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 Terms of the holders of the Debt Securities of a Series affected by such series and any related coupons under this Indenture; provided, that no Modification pursuant to such supplemental indenture shall (1) extend the fixed maturity of any Securities, or reduce the principal amount thereof or premium, if any, or reduce the rate or extend the time of payment of interest thereon, without the consent of the holder of each Security so affected, (2) reduce the aforesaid percentage of Securities, the consent of the holders of which is required for any such supplemental indenture, without the consent of the holders of all Securities then Outstanding, (3) modify the subordination provisions in a manner adverse to the holders of such Securities, or (4) modify any of the above provisionsapproved Modification). Upon the request of the CompanyRepublic, 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, indenture and upon the filing with the Trustee of evidence of the consent of securityholders as aforesaidHolders and other documents, if any, required by Section 6.1, the Trustee shall join with the Company Republic 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 securityholders Holders under this Section 7.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Company Republic and the Trustee of any supplemental indenture pursuant to the provisions of this Article 10Section 7.2, the Company Republic shall at its own expense provide notice, in the manner and notice thereof to the extent affected Holders as provided in Section 15.04Paragraph 11 of the Terms, setting forth in general terms the substance of such supplemental indenture, to all holders of Securities of each series so affected. Any failure of the Company so Republic to provide publish such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Section 8.01) of the holders Holders of not less than a majority in aggregate principal amount of the Securities Outstanding Securities, by Act of all series at said Holders delivered to the time Outstanding affected by such supplemental indenture (voting as one class)Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the 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 Holders of the Securities of such series and any related coupons under this Indenture; provided, that no such supplemental indenture shall (1) extend shall, without the fixed maturity consent of the Holder of each Outstanding Security, change the Stated Maturity of the principal or any premium of any SecuritiesSecurity or change the date of payment of any installment of interest (including any Additional Interest) on any Security, or reduce the principal amount thereof or premiumthe rate of interest thereon or any premium payable upon the redemption thereof or change the place of payment where, if anyor the coin or currency in which, any Security or interest thereon is payable, or restrict or impair the right to institute suit for the enforcement of any such payment on or after such date, or reduce the rate or extend the time of payment of interest thereon, without the consent percentage in aggregate principal amount of the holder of each Security so affected, (2) reduce the aforesaid percentage of Outstanding Securities, the consent of the holders of which whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with any provision of this Indenture or of defaults hereunder and their consequences provided for in this Indenture, or modify any of the provisions of this Section 9.2, Section 5.13 or Section 10.7, except to increase any percentage in aggregate principal amount of the Outstanding Securities, the consent of whose Holders is required for any reason, or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the holders Holder of all each Security; provided, further, that, so long as any Preferred Securities then Outstandingremain outstanding, (3) modify the subordination provisions in a manner adverse to no amendment under this Section 9.2 shall be effective until the holders of such Securities, or (4) modify any a majority in Liquidation Amount of the above provisions. Upon the request of the CompanyTrust Securities shall have consented to such amendment; provided, 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 indenturefurther, and upon the filing with the Trustee of evidence of that if the consent of securityholders as aforesaid, the Trustee shall join with the Company in the execution Holder of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities each Outstanding Security is required for any amendment under this Indenture or otherwiseIndenture, in which case the Trustee may in its discretion, but such amendment shall not be obligated to, enter into effective until the holder of each Outstanding Trust Security shall have consented to such supplemental indentureamendment. It shall not be necessary for the consent any Act of the securityholders Holders under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act 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 Article 10, the Company shall provide notice, in the manner and to the extent provided in Section 15.04, setting forth in general terms the substance of such supplemental indenture, to all holders of Securities of each series so affected. Any failure of the Company so to provide such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Section 8.01) of the holders of not less than a majority in aggregate principal amount of the Securities of all series at the time Outstanding affected by such supplemental indenture (voting as one class), the Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the 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 the Securities of such series and any related coupons under this Indenture; provided, that no such supplemental indenture shall (1) extend the fixed maturity of any Securities, or reduce the principal amount thereof or premium, if any, or reduce the rate or extend the time of payment of interest thereon, without the consent of the holder of each Security so affected, (2) reduce the aforesaid percentage of Securities, the consent of the holders of which is required for any such supplemental indenture, without the consent of the holders of all Securities then Outstanding, (3) modify the subordination provisions in a manner adverse to the holders of such Securities, or (4) modify any of the above provisions. 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 of evidence of the consent of securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the securityholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Article 10, the Company shall provide notice, in the manner and to the extent provided in Section 15.04, setting forth in general terms the substance of such supplemental indenture, to all holders of Securities of each series so affected. Any failure of the Company so to provide such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.in

Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Section 8.01) of the holders Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of all each series at the time Outstanding affected by such supplemental indenture (voting as one class)indenture, by Act of said Holders delivered to the Company, the Guarantor and the Trustee, the Company when authorized by a Board Resolution, and the Guarantor and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as in force at the date of the 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 Holders of the Securities of such series and any related coupons under this Indenture; provided, however, that no such supplemental indenture shall (1i) extend change the fixed maturity Stated Maturity of the principal of (or premium, if any, on), or any Securitiesinstallment of principal of or interest on, any Security, or reduce the principal amount thereof or premium, if anythe rate of interest thereon, or reduce the rate amount of principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof or extend impair the time right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of interest thereonredemption or repayment at the option of the Holder, on or after the Redemption Date or Repayment Date, as the case may be), or amend or modify the terms of any of the Guarantees in a manner adverse to the Holders, without the consent of the holder Holder of each Outstanding Security so affected, (2ii) reduce the aforesaid percentage in principal amount of Securitiesthe Outstanding Securities of any series, the consent of the holders of which whose Holders is required for any such supplemental indenture, without the consent of the holders Holders of all the Outstanding Securities then Outstanding, (3) modify the subordination provisions in a manner adverse to the holders of such series or (iii) adversely effect the right in any material respect to convert any Securities as provided in any supplemental indenture. 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 (4) modify any which modifies the rights of the above provisionsHolders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. Upon the request receipt of the Company, a Company Order (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), an Officer’s Certificate and Opinion of Counsel, and upon the filing with the Trustee of evidence of the consent of securityholders Holders as aforesaid, the Trustee shall join with the Company 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 any Act of the securityholders Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act 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 Article 10, the Company shall provide notice, in the manner and to the extent provided in Section 15.04, setting forth in general terms the substance of such supplemental indenture, to all holders of Securities of each series so affected. Any failure of the Company so to provide such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Section 8.01) of the holders Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of all each series at the time Outstanding affected by such supplemental indenture (voting as one class)supplement indenture, by Act of said Holders delivered to the Company, the Guarantor and the Trustee, the Company when authorized by a Board Resolution, and the Guarantor and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as in force at the date of the 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 Holders of the Securities of such series and any related coupons under this Indenture; provided, however, that no such supplemental indenture shall (1i) extend change the fixed maturity Stated Maturity of the principal of (or premium, if any, on), or any Securitiesinstallment of principal of or interest on, any Security, or reduce the principal amount thereof or premium, if anythe rate of interest thereon, or reduce the rate amount of principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof or extend impair the time right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of interest thereonredemption or repayment at the option of the Holder, on or after the Redemption Date or Repayment Date, as the case away be), without the consent of the holder Holder of each Outstanding Security so affected, (2ii) reduce the aforesaid percentage in principal amount of Securitiesthe Outstanding Securities of any series, the consent of the holders of which whose Holders is required for any such supplemental indenture, without the consent of the holders Holders of all the Outstanding Securities then Outstanding, (3) modify the subordination provisions in a manner adverse to the holders of such aeries or (iii) adversely effect the right to convert any Securities as provider in any supplemental indenture, or adversely affect the right of the Company to repurchase any Securities as provided in any supplemental indenture hereto. 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 (4) modify any which modifies the rights of the above provisionsHolders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. Upon the request of the Company, 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 of evidence of the consent of securityholders Holders as aforesaid, the Trustee shall join with the Company 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 any Act of the securityholders Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act 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 Article 10, the Company shall provide notice, in the manner and to the extent provided in Section 15.04, setting forth in general terms the substance of such supplemental indenture, to all holders of Securities of each series so affected. Any failure of the Company so to provide such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Section 8.01) of the holders Holders of not less than a majority in of the aggregate principal amount of the Securities of all any series at the time Outstanding affected by such supplemental indenture (voting as one class)outstanding, the Company, when authorized by a resolution of its Board Resolutionof Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as it shall be in force at the date of the execution thereofof such supplemental indenture or indentures) for the purpose purpose, with respect to Securities of such series, of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture with respect to Securities of such series or of modifying in any manner the rights of the holders Holders of the Securities of such series and any related coupons under this Indentureseries; provided, however, that no such supplemental indenture shall (1i) extend the fixed maturity maturity, or the earlier optional date of maturity, if any, of any SecuritiesSecurity, or reduce the principal amount thereof or premiumthe premium thereon, if any, or reduce the rate or extend the time of payment of interest thereoninterest, if any, thereon or make the principal thereof or premium, if any, or interest, if any, thereon payable in any currency other than as provided pursuant to this Indenture or such Security, without the consent of the holder Holder of each Security so affected, or (2ii) reduce the aforesaid percentage of SecuritiesSecurities of any series, the consent of the holders Holders of which is are required for to consent to any such supplemental indenture, without the consent of the holders Holders of all Securities then Outstanding, (3) modify the subordination provisions in a manner adverse to the holders of such Securities, or (4) modify any of the above provisionsseries then outstanding. 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 of evidence of the consent of securityholders the Holders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, discretion but shall not be obligated to, to enter into such supplemental indenture. It shall not be necessary for the consent of the securityholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Article 10, the Company shall provide notice, in the manner and to the extent provided in Section 15.04, setting forth in general terms the substance of such supplemental indenture, to all holders of Securities of each series so affected. Any failure of the Company so to provide such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Section 8.01) Article 8) of the holders Holders of not less than at least a majority in of the aggregate principal amount of the Securities of all series at the time Outstanding affected by such supplemental indenture Notes then outstanding (voting as one classdetermined in accordance with Article 8 and including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes), the Company, when authorized by a the resolutions of the Board Resolution, of Directors and the Trustee Trustee, at the Company's expense, 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 as in force at the date of the 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 the Securities of such series and any related coupons under this IndentureHolders; provided, that no such supplemental indenture shall (1) extend the fixed maturity of any Securitieshowever, or reduce the principal amount thereof or premium, if any, or reduce the rate or extend the time of payment of interest thereonthat, without the consent of the holder each Holder of each Security so an outstanding Note affected, (2) no such supplemental indenture shall: reduce the aforesaid percentage amount of SecuritiesNotes whose Holders must consent to an amendment; reduce the rate of or extend the stated time for payment of interest on any Note; reduce the principal of or extend the Maturity Date of any Note; except as required under this Indenture, make any change that adversely affects the consent conversion rights of any Notes; reduce the holders Fundamental Change Repurchase Price of which is required for any such supplemental indenture, without the consent of the holders of all Securities then Outstanding, (3) Note or amend or modify the subordination provisions in a any manner adverse to the holders Holders the Company's obligation to make such payments, whether through an amendment or waiver of such Securitiesprovisions in the covenants, definitions or (4) modify otherwise; make any Note payable in a currency other than that stated in the Note; change the ranking of the above provisionsNotes; impair the right of any Holder to receive payment of principal and interest on such Xxxxxx's Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder's Note; or make any change in this Article 10 that requires each Holder's consent or in the waiver provisions in Section 6.02 or Section 6.09. Upon the written 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 of evidence of the consent of securityholders Holders as aforesaidaforesaid and subject to Section 10.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall Holders do not be necessary for the consent of the securityholders need under this Section 10.02 to approve the particular form of any proposed supplemental indenture, but it . It shall be sufficient if such consent shall Holders approve the substance thereof. Promptly after the execution by the Company and the Trustee of After any such supplemental indenture pursuant to the provisions of this Article 10becomes effective, the Company shall provide notice, in the manner and mail to the extent provided in Section 15.04, setting forth in general terms the substance of Holders a notice briefly describing such supplemental indenture. However, the failure to give such notice to all holders of Securities of each series so affected. Any failure of the Company so to provide such noticeHolders, or any defect thereinin the notice, shall not, however, in any way will not impair or affect the validity of any such the supplemental indenture.

Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Section 8.01) of the holders Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of all series at the time Outstanding affected by such supplemental indenture or indentures (voting acting as one class), by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the 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 Holders of the Securities of each such series and any related coupons under this Indenture; provided, however, that no such supplemental indenture shall shall, without the consent of the Holder of each Outstanding Security affected thereby; (1i) extend change the fixed maturity Maturity of the principal of, or the Stated Maturity of any Securitiesinstalment of interest (or premium, if any) on, any Security, or reduce the principal amount thereof or any premium thereon or the rate of interest thereon, or change the obligation of the Company to pay additional amounts pursuant to Section 5.04 (except as contemplated by Section 10.01 (i) and permitted by Section 9.01), 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 7.02, or change the method of calculating interest thereon or the coin or currency in which any Security (or premium, if any, thereon) or the interest thereon is payable, or reduce the minimum rate or extend the time of payment of interest thereon, without or impair the consent right to institute suit for the enforcement of any such payment on or after the holder Stated Maturity thereof (or, in the case of each Security so affectedredemption or repayment, on or after the Redemption Date or Repayment Date); (2ii) reduce the aforesaid percentage in principal amount of Securitiesthe Outstanding Securities of any series, the consent of the holders of which whose Holders is required for any such supplemental indenture, without indenture or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or of certain defaults hereunder and their consequences) provided for in this Indenture or reduce the holders requirements of all Securities then Outstanding, Section 16.04 for a quorum; (3iii) modify change any obligation of the subordination provisions Company to maintain an office or agency in a manner adverse to the holders of such Securities, places and for the purposes specified in Section 5.02; or (4iv) modify any of the above provisionsprovisions of this Section or Section 7.13, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived. Upon A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the request benefit of one or more particular series of Securities, or which modifies the rights of the Company, accompanied by a copy Holders 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 of evidence of the consent of securityholders as aforesaid, the Trustee shall join with the Company 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 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 securityholders Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act 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 Article 10, the Company shall provide notice, in the manner and to the extent provided in Section 15.04, setting forth in general terms the substance of such supplemental indenture, to all holders of Securities of each series so affected. Any failure of the Company so to provide such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indentureSECTION 9.03.

Supplemental Indentures with Consent of Holders. With the consent (evidenced Except as provided in Section 8.01) the next succeeding paragraphs, this Indenture or either series of Notes issued hereunder may be amended or supplemented with the consent of the holders Holders of not less than at least a majority in aggregate principal amount of the Securities of all series at 2008 Notes or 2010 Notes, as the time Outstanding affected by case may be, then outstanding (including consents obtained in connection with a tender offer or exchange offer for such supplemental indenture (voting as one classNotes), the Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture existing default or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) for the purpose of adding compliance with any provisions to or changing in any manner or eliminating any of the provisions provision of this Indenture or either series of any supplemental indenture or of modifying in any manner the rights of the holders of the Securities of such series and any related coupons under this Indenture; provided, that no such supplemental indenture shall (1) extend the fixed maturity of any Securities, or reduce the principal amount thereof or premium, if any, or reduce the rate or extend the time of payment of interest thereon, without Notes may be waived with the consent of the holder Holders of each Security so affected, (2) reduce the aforesaid percentage of Securities, the consent a majority in aggregate principal amount of the holders of which is required then outstanding 2008 Notes or 2010 Notes, as the case may be (including consents obtained in connection with a tender offer or exchange offer for any such supplemental indenture, without the consent of the holders of all Securities then Outstanding, (3) modify the subordination provisions in a manner adverse to the holders of such Securities, or (4) modify any of the above provisionsNotes). Upon the request of the Company, 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 of evidence satisfactory to the Trustee of the consent of securityholders the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.04 hereof, the Trustee shall join with the Company and the Guarantors (if any), in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the securityholders Holders under this Section to approve the particular form of any proposed supplemental indentureamendment or waiver, but it shall be sufficient if such consent shall approve approves the substance thereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of After an amendment, supplement or waiver under this Article 10Section becomes effective, the Company shall provide notice, in the manner and mail to the extent provided in Section 15.04Holders affected thereby a notice briefly describing the amendment, setting forth in general terms the substance of such supplemental indenture, to all holders of Securities of each series so affectedsupplement or waiver. Any failure of the Company so to provide mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.indenture or waiver. Subject to Section 4.04 and Section 4.07 hereof, the Holders of a majority in aggregate principal amount of the 2008 Notes or 2010 Notes, as the case may be, then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the applicable series of Notes. With the consent of the Holders of not less than a majority in principal amount of the outstanding 112 118 2008 Notes or 2010 Notes, as the case may be, the Company, the Guarantors, if any, and the Trustee may enter into one or more indentures supplemental to the Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or modifying in any manner the rights of the Holders of such series; provided that no such supplemental indenture shall, without the consent of the Holder of each outstanding Note of the affected series:

Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Section 8.01) of the holders of not less than a majority in aggregate principal amount of the Securities of all series at the time Outstanding affected by such supplemental indenture (voting as one class), the Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or supplemental indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the 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 the Securities of such series and any related coupons under this Indenture; provided, that no such supplemental indenture shall (1) extend the fixed maturity of any Securities, or reduce the principal amount thereof or premium, if any, or reduce the rate or extend the time of payment of interest thereon, without the consent of the holder of each Security so affected, (2) reduce the aforesaid percentage of Securities, the consent of the holders of which is required for any such supplemental indenture, without the consent of the holders of all Securities then Outstanding, (3) modify the subordination provisions in a manner adverse to the holders of such Securities, or (4) modify any of the above provisions. 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 of evidence of the consent of securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the securityholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Article 10, the Company shall provide notice, in the manner and to the extent provided in Section 15.04, setting forth in general terms the substance of such supplemental indenture, to all holders of Securities of each series so affected. Any failure of the Company so to provide such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Section 8.011.04) of the holders Holders of not less than a majority 50% in aggregate principal amount of the Outstanding Securities of all series at the time Outstanding affected by such supplemental indenture (voting as one class), the Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the 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 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 Holders of the Securities of each such series and any related coupons under this Indentureseries; provided, however, that no such supplemental indenture shall (1i) extend change the fixed maturity Stated Maturity of any SecuritiesSecurity, or reduce the rate or change the time of payment of interest thereon, or reduce the principal amount thereof or premiumany premium thereon, or make the principal thereof or interest or premium thereon payable in any coin or currency other than that provided in the Securities or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon an acceleration of the Maturity thereof pursuant to Section 5.02 or the amount thereof provable in bankruptcy pursuant to Section 5.03 or impair the right to institute suit for enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or adversely affect the right of repayment, if any, or reduce at the rate or extend option of the time of payment of interest thereon, Holder without the consent of the holder Holder of each Security so affected, or (2ii) reduce the aforesaid percentage of Securities, the consent of the holders Holders of which is are required for to consent to any such supplemental indenture, or the Holders of which are required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, without the consent of the holders Holder of all Securities then Outstanding, (3) modify each Security so affected. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the subordination provisions in a manner adverse to the holders benefit of such one or more particular series of Securities, or (4) modify any which modifies the rights of the above provisionsHolders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. 55 48 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 of evidence of the consent of securityholders Holders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the securityholders Holders 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. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Article 10, the Company shall provide notice, in the manner and to the extent provided in Section 15.04, setting forth in general terms the substance of such supplemental indenture, to all holders of Securities of each series so affected. Any failure of the Company so to provide such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Holders. With Except as provided below in this Section 9.02, this First Supplemental Indenture (including Sections 3.09, 4.10 and 4.13), the Guarantees and the Notes may be amended or supplemented with the consent (evidenced as provided in Section 8.01) of the holders Holders of not less than at least a majority in aggregate principal amount of the Securities of all series at the time Outstanding affected by such supplemental indenture (Notes then outstanding voting as one classa single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07, any existing Default or Event of Default (other than a Default or Event of Default in the Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions payment of the Trust Indenture Act as in force at the date of the 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 the Securities of such series and any related coupons under this Indenture; providedprincipal of, that no such supplemental indenture shall (1) extend the fixed maturity of any Securities, or reduce the principal amount thereof or premium, if any, or reduce interest on the rate Notes, except a payment default resulting from an acceleration that has been rescinded) or extend compliance with any provision of this First Supplemental Indenture, the time of payment of interest thereon, without Guarantees or the Notes may be waived with the consent of the holder Holders of each Security so affecteda majority in principal amount of the then outstanding Notes voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, (2) reduce the aforesaid percentage of Securitiesor purchase of, the consent Notes). The provisions of the holders Section 2.08 shall determine which Notes are considered to be “outstanding” for purposes of which is required for any such supplemental indenture, without the consent of the holders of all Securities then Outstanding, (3) modify the subordination provisions in a manner adverse to the holders of such Securities, or (4) modify any of the above provisionsthis Section 9.02. Upon the request of the Company, Issuer accompanied by a copy resolution of a its Board Resolution certified by the Secretary or an Assistant Secretary of the Company Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of securityholders the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02, the Trustee shall join with the Company Issuer in the execution of such amended or supplemental indenture unless such amended or supplemental indenture Indenture directly affects the Trustee’s own rights, duties or immunities under this First Supplemental Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indentureIndenture. It shall not be necessary for the consent of the securityholders Holders of Notes under this Section 9.02 to approve the particular form of any proposed supplemental indentureamendment or waiver, but it shall be sufficient if such consent shall approve approves the substance thereof. Promptly after After an amendment, supplement or waiver under this Section 9.02 becomes effective, the execution by the Company and the Trustee of any supplemental indenture pursuant Issuer shall mail to the provisions Holders of this Article 10Notes affected thereby a notice briefly describing the amendment, the Company shall provide notice, in the manner and to the extent provided in Section 15.04, setting forth in general terms the substance of such supplemental indenture, to all holders of Securities of each series so affectedsupplement or waiver. Any failure of the Company so Issuer to provide mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture.Indenture or waiver. Subject to Sections 6.04 and 6.07, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Issuer with any provision of this First Supplemental Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Section 8.01) of the holders Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of all series at the time Outstanding affected by such supplemental indenture or indentures (voting acting as one class), by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the 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 Holders of the Securities of each such series and any related coupons under this Indenture; provided, however, that no such supplemental indenture shall shall, without the consent of the Holder of each Outstanding Security affected thereby; (1i) extend change the fixed maturity Maturity of the principal of, or the Stated Maturity of any Securitiesinstalment of interest (or premium, if any) on, any Security, or reduce the principal amount thereof or any premium thereon or the rate of interest thereon, or change the obligation of the Company to pay additional sums pursuant to Section 5.04 (except as contemplated by Section 10.01 (i) and permitted by Section 9.01), 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 7.02, or change the method of calculating interest thereon or the coin or currency in which any Security (or premium, if any, thereon) or the interest thereon is payable, or reduce the minimum rate or extend the time of payment of interest thereon, without or impair the consent right to institute suit for the enforcement of any such payment on or after the holder Stated Maturity thereof (or, in the case of each Security so affectedredemption or repayment, on or after the Redemption Date or Repayment Date); (2ii) reduce the aforesaid percentage in principal amount of Securitiesthe Outstanding Securities of any series, the consent of the holders of which whose Holders is required for any such supplemental indenture, without indenture or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or of certain defaults hereunder and their consequences) provided for in this Indenture or reduce the holders requirements of all Securities then Outstanding, Section 16.04 for a quorum; (3iii) modify change any obligation of the subordination provisions Company to maintain an office or agency in a manner adverse to the holders of such Securities, places and for the purposes specified in Section 5.02; or (4iv) modify any of the above provisions. Upon provisions of this Section or Section 7.13, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived; provided, however, that if the request Securities of such series are held by an FCN Capital Trust or a trustee of such trust, such supplemental indenture shall not be effective until the holders of a majority in liquidation amount of Trust Securities of the Company, accompanied by a copy of a Board Resolution certified by applicable FCN Capital Trust (as determined in the Secretary or an Assistant Secretary of the Company authorizing the execution of any Declaration under which such FCN Capital Trust is formed) shall have consented to such supplemental indenture; provided, and upon the filing with the Trustee of evidence of the consent of securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the securityholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Article 10, the Company shall provide notice, in the manner and to the extent provided in Section 15.04, setting forth in general terms the substance of such supplemental indenture, to all holders of Securities of each series so affected. Any failure of the Company so to provide such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.51

Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Section 8.011.02) of the holders Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of all each series at the time Outstanding affected by such supplemental indenture (each series voting separately as one a class), the Company, when authorized by a Board Resolution, the Guarantors, if any, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the 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 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 Holders of the Securities of each such series and any related coupons under this Indentureseries; provided, however, that no such supplemental indenture shall (1i) extend change the fixed maturity Stated Maturity of any SecuritiesSecurity, or reduce the rate or change the time of payment of interest thereon, or reduce the principal amount thereof or premiumany premium thereon, or make the principal thereof or interest or premium thereon payable in any coin or currency other than that provided in the Securities or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon an acceleration of the Maturity thereof pursuant to Section 5.02 or the amount thereof provable in bankruptcy pursuant to Section 5.03 or impair the right to institute suit for enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or adversely affect the right of repayment, if any, or reduce at the rate or extend option of the time of payment of interest thereon, Holder without the consent of the holder Holder of each Security so affected, (2ii) reduce the aforesaid percentage of Securities, the consent of the holders Holders of which is are required for to consent to any such supplemental indenture, or the Holders of which are required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, (iii) modify the obligation of the Company to maintain an office or agency pursuant to Section 10.02, (iv) release any Guarantor from its obligations under its Guarantee (other than in accordance with the terms thereof) without the consent of the holders Holder of all Securities then Outstandingeach Security so affected, or (3v) modify any of the provisions of this Indenture relating to the subordination provisions of the Securities in a manner adverse to the holders Holders. A supplemental indenture which changes or eliminates any covenant or other provision of such this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or (4) modify any which modifies the rights of the above provisionsHolders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. 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 of evidence of the consent of securityholders Holders as aforesaid, the Trustee shall join with the Company and the Guarantors, if any, in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the securityholders Holders 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. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Article 10, the Company shall provide notice, in the manner and to the extent provided in Section 15.04, setting forth in general terms the substance of such supplemental indenture, to all holders of Securities of each series so affected. Any failure of the Company so to provide such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Section 8.01) ‎Article 8) of the holders Holders of not less than at least a majority in of the aggregate principal amount of the Securities of all series at the time Outstanding affected by such supplemental indenture Notes then outstanding (voting as one classdetermined in accordance with ‎Article 8 and including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes), the Company, when authorized by a Board Resolution, Company and the Trustee Trustee, at the Company’s expense, 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 as in force at the date of the execution thereof) 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 of any supplemental indenture or of modifying in any manner the rights of the holders of the Securities of such series and any related coupons under this IndentureHolders; provided, that no such supplemental indenture shall (1) extend the fixed maturity of any Securitieshowever, or reduce the principal amount thereof or premium, if any, or reduce the rate or extend the time of payment of interest thereonthat, without the consent of the holder each Holder of each Security so an outstanding Note affected, (2) no such supplemental indenture shall: reduce the aforesaid percentage principal amount of SecuritiesNotes whose Holders must consent to an amendment; reduce the rate of or extend the stated time for payment of interest on any Note; reduce the principal of or extend the Maturity Date of any Note; except as required by this Indenture, make any change that adversely affects the consent conversion rights of any Notes; reduce the holders Redemption Price or the Fundamental Change Repurchase Price of which is required for any such supplemental indenture, without the consent of the holders of all Securities then Outstanding, (3) Note or amend or modify the subordination provisions in a any manner adverse to the holders Holders the Company’s obligation to make such payments, whether through an amendment or waiver of such Securitiesprovisions in the covenants, definitions or otherwise; make any Note payable in a currency, or (4) modify any at a place of payment, other than that stated in the Note; change the ranking of the above provisionsNotes; or make any change in this ‎Article 10 that requires each Holder’s consent or in the waiver provisions in ‎Section 6.02 or ‎Section 6.09. Upon the written 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 of evidence of the consent of securityholders Holders as aforesaidaforesaid and subject to ‎Section 10.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall Holders do not be necessary for the consent of the securityholders need under this Section ‎Section 10.02 to approve the particular form of any proposed supplemental indenture, but it . It shall be sufficient if such consent shall Holders approve the substance thereof. Promptly after the execution by the Company and the Trustee of After any supplemental indenture pursuant to the provisions of under ‎Section 10.01 or this Article 10‎Section 10.02 becomes effective, the Company shall provide notice, in the manner and deliver to the extent provided in Section 15.04, setting forth in general terms the substance of Holders a notice briefly describing such supplemental indenture. However, the failure to give such notice to all holders of Securities of each series so affected. Any failure of the Company so to provide such noticeHolders, or any defect thereinin the notice, shall not, however, in any way will not impair or affect the validity of any such the supplemental indenture.

Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Section 8.01) of the holders of not less than a majority in aggregate principal amount of the Securities of all series at the time Outstanding affected by such supplemental indenture (or indentures at the time outstanding voting as one class), the Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in force at the date of the execution thereofeffect) 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 the Securities of such series and any related coupons under this Indenture; provided, however, that no such supplemental indenture shall (1i) extend the fixed maturity date or dates of any SecuritiesSecurities of any series, or reduce the principal amount thereof or premium, if any, or reduce the rate or (ii) extend the time of payment of interest thereonor on any sinking fund payment, without the consent of the holder of each Security so affectedother than extensions permitted pursuant to Section 2.01, (2iii) reduce the rate of interest on any Security, (iv) reduce the principal amount due for payment on any Security, (v) make the principal, premium, if any, or interest on a Security payable in any coin or currency other than that provided in such Security, (vi) modify any redemption or repurchase right to the detriment of a Securityholder, (vii) impair the right of any Securityholder to institute suit for payment, (viii) reduce the aforesaid percentage of Securities, the holders of which are required to consent to any such supplemental indenture, or reduce the percentage of Securities, the holders of which is are required for to waive any such supplemental indenturecovenant or default and its consequences, (ix) waive any past payment default, (x) modify any provision of Section 9.02, or (xi) modify the subordination provisions in Article Fourteen in a manner adverse to the holders of the Securities, without the consent of the holders of all Securities each Security then Outstandingoutstanding and affected thereby. The Company may, (3) modify but shall not be obligated to, fix a record date for the subordination provisions in purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a manner adverse record date is fixed, the Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided, that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the holders date which is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of such Securities, or (4) modify any of the above provisionsno further effect. 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 of evidence of the consent of securityholders Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the securityholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Article 10, the Company shall provide notice, in the manner and to the extent provided in Section 15.04, setting forth in general terms the substance of such supplemental indenture, to all holders of Securities of each series so affected. Any failure of the Company so to provide such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Upon approval of a Modification pursuant to Section 8.01) of the holders of not less than a majority in aggregate principal amount of the Securities of all series at the time Outstanding affected by such supplemental indenture (voting as one class)11.2 or Section 11.3, the Company, when authorized by a Board Resolution, Republic and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the 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 terms and conditions of the holders Bonds of the Securities of a series affected by such series and any related coupons under this Indenture; provided, that no Modification pursuant to such supplemental indenture shall (1) extend the fixed maturity of any Securities, or reduce the principal amount thereof or premium, if any, or reduce the rate or extend the time of payment of interest thereon, without the consent of the holder of each Security so affected, (2) reduce the aforesaid percentage of Securities, the consent of the holders of which is required for any such supplemental indenture, without the consent of the holders of all Securities then Outstanding, (3) modify the subordination provisions in a manner adverse to the holders of such Securities, or (4) modify any of the above provisionsapproved Modification). Upon the request of the CompanyRepublic, 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, indenture and upon the filing with the Trustee of evidence of the consent of securityholders as aforesaidHolders and other documents, if any, required by Section 6.1, the Trustee shall join with the Company Republic 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 securityholders Holders under this Section 7.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Company Republic and the Trustee of any supplemental indenture pursuant to the provisions of this Article 10Section 7.2, the Company shall Republic shall, at its own expense, provide notice, in the manner and notice thereof to the extent affected Holders as provided in Section 15.04Article Ten, setting forth in general terms the substance of such supplemental indenture, to all holders of Securities of each series so affected. Any failure of the Company so Republic to provide publish such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Holders. With the written consent (evidenced as provided in Section 8.01) of the holders Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of all each series at the time Outstanding affected by such supplemental indenture (voting as one class)indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may from time shall, subject to time and at any time Section 10.3, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the 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 Holders of the Securities of such series and any related coupons under this Indenture; provided, however, that no such supplemental indenture shall shall, without the consent of the Holder of each Outstanding Security affected thereby, (1) extend change the fixed maturity Stated Maturity of the principal of, or any Securitiesinstallment of principal of or interest on, any Security, or reduce the principal amount thereof or premium, if anythe rate of interest thereon or any premium payable upon the redemption thereof or extend the time for payment thereof, or reduce the rate 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 6.2, or extend change any Place of Payment where, or the time coin or currency in which, any Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or impair the interest thereonhereunder of the Trustee in the Collateral Bonds or Substituted Collateral Bonds, or reduce the principal amount of any issue of Collateral Bonds (except, as provided in this Indenture, upon the Release Date) or Substituted Collateral Bonds to an amount less than the principal amount of the related issue of Notes or alter the payment provisions of such Collateral Bonds or Substituted Collateral Bonds in a manner adverse to the Holders of the Notes, in each case without the consent of the holder Holder of each Security Note so affected, ; or (2) reduce the aforesaid percentage in principal amount of Securitiesthe Outstanding Securities of any series, the consent of the holders of which whose Holders is required for any such supplemental indenture, without or the consent of the holders whose Holders is required for any waiver of all Securities then Outstanding, compliance with certain provisions of this Indenture or Defaults or Events of Default hereunder and their consequences provided for in this Indenture; or (3) modify change the subordination redemption provisions (including Article Twelve) hereof in a manner adverse to the holders of such Securities, Holder; or (4) modify any of the above provisions. Upon the request provisions of the Companythis Section or Section 6.13, accompanied by a copy of a Board Resolution certified by the Secretary or an Assistant Secretary of the Company authorizing the execution of except to increase any such supplemental indenture, and upon the filing with the Trustee percentage or to provide that certain other provisions of evidence of this Indenture cannot be modified or waived without the consent of securityholders as aforesaidthe Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the Trustee shall join 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 Company in requirements of Sections 7.11 (b) and 10.1(8). A supplemental indenture which changes or eliminates any covenant or other provisions of this Indenture which has expressly been included solely for the execution benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such supplemental indenture unless 59 67 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 securityholders Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act 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 Article 10, the Company shall provide notice, in the manner and to the extent provided in Section 15.04, setting forth in general terms the substance of such supplemental indenture, to all holders of Securities of each series so affected. Any failure of the Company so to provide such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Section 8.01Article X) of the holders Majority in Interest of not less than a majority in aggregate principal amount of the Securities of all series at the time Outstanding affected by such supplemental indenture (voting as one class)Holders, the Company, when authorized by a Board Resolution, Company and the Indenture Trustee may may, from time to time and at any time time, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the 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 the Securities of such series and any related coupons under this IndentureHolders; provided, that however, that, without the consent of each and every Holder and each Liquidity Provider, no such amendment of or supplement to this Indenture or any indenture supplemental indenture hereto, or modification of the terms of, or consent under, any thereof, shall (1a) extend modify any of the fixed maturity provisions of any SecuritiesSection 7.11 hereof or this Section 13.02, or (b) reduce the principal amount thereof or premium, if any, or reduce the rate or extend the time of payment of interest thereon, without the consent of the holder of each Security so affected, (2) any amount owing or payable under any Equipment Note or reduce the aforesaid percentage interest payable on any Equipment Note, or alter or modify the provisions of Securities, Article V hereof with respect to the consent order of priorities in which distributions thereunder shall be made as among Holders of different Series of Equipment Notes or as between the holders Holder and the Company or with respect to the amount or time of which is required for payment of any such supplemental indenturedistribution, without the consent of the holders of all Securities then Outstanding, (3) or alter or modify the subordination provisions circumstances under which a Make-Whole Premium shall be payable, or alter the currency in which any amount payable under any Equipment Note is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a manner adverse right to the holders of such Securitiesreceive payment hereunder, or (4c) modify create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the above provisionsbenefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. 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 Indenture Trustee of evidence of the consent of securityholders as aforesaidHolders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the securityholders Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Company and the Indenture Trustee of any supplemental indenture pursuant to the provisions of this Article 10Section, the Company Indenture Trustee shall provide notice, in the manner and mail a notice thereof by first-class mail to the extent provided in Section 15.04Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture, to all holders of Securities of each series so affected. Any failure of the Company so Indenture Trustee to provide mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Holders. With the consent (obtained and evidenced as provided in Section 8.017.1) of the holders Holders of not less than a majority in aggregate principal amount of the Securities of all series at the time Outstanding affected by such supplemental indenture (voting as one class)Senior Notes then outstanding, the CompanyCorporation and the Guarantors, when authorized by a Board Resolutiontheir respective boards of directors or equivalent governing entities, and the Trustee may from time to time and at any time enter into an indenture indenture, indentures or indentures guarantees supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in force at the date of the execution thereofeffect) 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 guarantee or of modifying in any manner the rights of the holders Holders of the Securities of such series and any related coupons under this IndentureSenior Notes; provided, however, -------- ------- that no such supplemental indenture shall or guarantee shall, without the consent of the Holders of each Senior Note affected thereby, (1i) extend the fixed maturity Stated Maturity of any Securities, or reduce the principal amount thereof or premium, if anySenior Notes, or reduce the rate or extend the time of payment of interest thereon, without or reduce the consent principal amount thereof or any premium thereon, or reduce any amount payable on redemption thereof or make the principal thereof or any interest or premium thereon payable in any coin or currency other than that provided in the Senior Notes, or impair or affect the right of any Holder to institute suit for payment thereof or the right of repayment, if any, at the option of the holder of each Security so affected, (2) reduce the aforesaid percentage of Securities, the consent of the holders of which is required for any such supplemental indentureHolder, without the consent of the holders Holder of all Securities then Outstandingeach Senior Note so affected, (3ii) reduce the percentage of Senior Notes the Holders of which are required to consent to any such supplemental indenture, (iii) amend, change or modify in any material respect the obligation of the Corporation to make and consummate a Change of Control Offer in respect of a Change of Control that has occurred or make and consummate an Asset Sale Offer with respect to any Asset Sale that has been consummated; (iv) modify the subordination provisions seniority of the Senior Notes in a manner adverse to the holders of such Securities, any respect; or (4v) eliminate or modify in any of the above provisionsmanner a Guarantor's obligations with respect to its Senior Subsidiary Guarantee which adversely affects Holders in any material respect, except as contemplated in this Indenture. Upon the request of the Company, Corporation accompanied by a copy of a resolution of the Board Resolution of Directors certified by the its Secretary or an Assistant Secretary of the Company authorizing the execution of any such supplemental indentureindenture or guarantee, and upon the filing with the Trustee of evidence of the consent of securityholders Holders as aforesaid, the Trustee shall join with the Company Corporation and the Guarantors in the execution of such supplemental indenture or guarantee unless such supplemental indenture or guarantee affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indentureindenture or guarantee. It shall not be necessary The Trustee may receive an Opinion of Counsel as conclusive evidence that any supplemental indenture or guarantee executed pursuant to this Article Nine is authorized or permitted by, and conforms to, the terms of this Article Nine and that it is proper for the consent Trustee under the provisions of this Article Nine to join in the securityholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance execution thereof. Promptly after the execution by the Company Corporation, the Guarantors and the Trustee of any supplemental indenture or guarantee pursuant to the provisions of this Article 10Section 9.2, the Company Trustee shall provide transmit, at the Corporation's expense, by mail, first class postage prepaid, a notice, in the manner and to the extent provided in Section 15.04, setting forth in general terms the substance of such supplemental indentureindenture or guarantee, to all holders of Securities of each series so affectedthe Holders as their names and addresses appear upon the Senior Note Register. Any failure of the Company so Trustee to provide mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indentureindenture or guarantee. It shall not be necessary for the consent of the Holders under this Section 9.2 to approve the particular form of any proposed supplemental indenture or guarantee, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. The first paragraph of Section 10.02 of the Base Indenture is superseded in its entirety by this Section 7.2 with respect to the Notes. With the consent (evidenced as provided in Section 8.018.01 of the Base Indenture) of the holders of not less than a majority in of the aggregate principal amount of the Securities of all series at the time Notes Outstanding affected by such supplemental indenture (voting as one class), the Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the 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 the Securities of such series and any related coupons Notes under this Indenture; provided, however, that no such supplemental indenture shall (1) extend make any change in the fixed maturity percentage of any Securities, or reduce the principal amount thereof of Notes required for amendments or premium, if any, or reduce the rate or extend the time of payment of interest thereon, without the consent of the holder of each Security so affected, waivers; (2) reduce the aforesaid percentage rate of Securitiesor extend the time for payment of interest on any Note; (3) reduce the principal of or change the Stated Maturity of any Note; (4) reduce the amount payable upon the redemption of any Note or, in respect of an optional redemption, the consent times at which any Note may be redeemed or, once notice of redemption has been given, the time at which it must thereupon be redeemed; (5) make any Note payable in money other than that stated in the Note; (6) impair the right of any holder of the Notes to receive payment of principal of and interest on such holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s Notes; (7) after the time an offer to purchase is required to have been made, reduce the purchase amount or purchase price, or extend the latest expiration date or purchase date thereunder; or (8) make any change in the ranking or priority of any Note that would adversely affect the holders of which is required for any such supplemental indenturethe Notes, in each case without the consent of the holders of all Securities Notes then Outstanding, (3) modify the subordination provisions in a manner adverse to the holders of such Securities, or (4) modify any of the above provisions. 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 of evidence of the consent of securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the securityholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Article 10, the Company shall provide notice, in the manner and to the extent provided in Section 15.04, setting forth in general terms the substance of such supplemental indenture, to all holders of Securities of each series so affected. Any failure of the Company so to provide such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indentureOutstanding affected thereby.

Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Section 8.011.04) of the holders Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of all each series at the time Outstanding affected by such supplemental indenture (each series voting separately as one a class), the Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the 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 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 Holders of the Securities of each such series and any related coupons under this Indentureseries; provided, however, that no such supplemental indenture shall (1i) extend change the fixed maturity Stated Maturity of any SecuritiesSecurity, or reduce the rate or change the time of payment of interest thereon, or reduce the principal amount thereof or premiumany premium thereon, or make the principal thereof or interest or premium thereon payable in any coin or currency other than that provided in the Securities or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon an acceleration of the Maturity thereof pursuant to Section 5.02 or the amount thereof provable in bankruptcy pursuant to Section 5.03 or impair the right to institute suit for enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or adversely affect the right of repayment, if any, or reduce at the rate or extend option of the time of payment of interest thereon, Holder without the consent of the holder Holder of each Security so affected, (2ii) reduce the aforesaid percentage of Securities, the consent of the holders Holders of which is are required for to consent to any such supplemental indenture, or the Holders of which are required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, (iii) modify the obligation of the Company to maintain an office or agency in the City of New York pursuant to Section 10.02, or (iv) release any Guarantor from its obligations under its Guarantee (other than in accordance with the terms thereof) without the consent of the holders Holder of all Securities then Outstanding, (3) modify each Security so affected. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the subordination provisions in a manner adverse to the holders benefit of such one or more particular series of Securities, or (4) modify any which modifies the rights of the above provisionsHolders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. 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 of evidence of the consent of securityholders Holders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the securityholders Holders 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. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Article 10, the Company shall provide notice, in the manner and to the extent provided in Section 15.04, setting forth in general terms the substance of such supplemental indenture, to all holders of Securities of each series so affected. Any failure of the Company so to provide such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Section 8.01) of the holders Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of all each series at the time Outstanding affected by such supplemental indenture (voting as one class)indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the 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 Holders of the Securities of such series and any related coupons under this Indenture; provided, however, that no such supplemental indenture shall (1) extend shall, without the fixed maturity consent of the Holder of each Outstanding Security affected thereby, change the Stated Maturity of the principal of, or any Securitiesinstallment of principal of or interest on, any Security, or reduce the principal amount thereof or premium, if anythe rate of interest thereon or any premium payable upon the redemption thereof, or reduce the rate or extend the time of payment of interest thereon, without the consent amount of the holder principal of each an Original Issue Discount Security so affectedor any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2, or change the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (2) or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture in the case of Securities of any series that are convertible into Securities or other securities of the Company, adversely affect the right of Holders to convert any of the Securities of such series other than as provided in or pursuant to this Indenture, or reduce the aforesaid percentage in principal amount of Securitiesthe Outstanding Securities of any series, the consent of the holders of which whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or modify any of the provisions of this Section, Section 5.13 or Section 10.8, 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 holders Holder of all Securities then Outstandingeach Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 10.8, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.1(8), or if applicable, make any change that adversely affects the right to convert any security as provided in Article 14 or pursuant to Section 3.1 (3) modify except as permitted by Section 9.1(9)). A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the subordination provisions in a manner adverse to the holders benefit of such one or more particular series of Securities, or (4) modify any which modifies the rights of the above provisions. Upon the request Holders 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 of evidence of the consent of securityholders as aforesaid, the Trustee shall join with the Company 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 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 securityholders Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act 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 Article 10, the Company shall provide notice, in the manner and to the extent provided in Section 15.04, setting forth in general terms the substance of such supplemental indenture, to all holders of Securities of each series so affected. Any failure of the Company so to provide such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Section 8.01) of the holders Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of all each series at the time Outstanding affected by such supplemental indenture (voting as one class)indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the 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 Holders of the Securities of such series and any related coupons under this Indenture; provided, however, that no such supplemental indenture shall (1) extend shall, without the fixed maturity consent of the Holder of each Outstanding Security affected thereby, change the Stated Maturity of the principal of, or any Securitiesinstallment of principal of or interest on, any Security, or reduce the principal amount thereof or premium, if anythe rate of interest thereon or any premium payable upon the redemption thereof, or reduce the rate or extend the time of payment of interest thereon, without the consent amount of the holder principal of each an Original Issue Discount Security so affectedor any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2, or change the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (2) or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of such series of Securities in a manner adverse to the Holders of Securities of such series, or, in the case of Securities of any series that are convertible into Securities or other securities of the Company, adversely affect the right of Holders to convert any of the Securities of such series other than as provided in or pursuant to this Indenture, or reduce the aforesaid percentage in principal amount of Securitiesthe Outstanding Securities of any series, the consent of the holders of which whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or modify any of the provisions of this Section, Section 5.13 or Section 10.8, 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 holders Holder of all Securities then Outstandingeach Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 10.8, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.1(8), or if applicable, make any change that adversely affects the right to convert any security as provided in Article 14 or pursuant to Section 3.1 (3) modify except as permitted by Section 9.1(9)). A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the subordination provisions in a manner adverse to the holders benefit of such one or more particular series of Securities, or (4) modify any which modifies the rights of the above provisions. Upon the request Holders 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 of evidence of the consent of securityholders as aforesaid, the Trustee shall join with the Company 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 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 securityholders Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act 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 Article 10, the Company shall provide notice, in the manner and to the extent provided in Section 15.04, setting forth in general terms the substance of such supplemental indenture, to all holders of Securities of each series so affected. Any failure of the Company so to provide such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Section 8.01) of the holders Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of all each series at the time Outstanding affected by such supplemental indenture (voting as one class)indenture, by Act of said Holders delivered to the Company, the Guarantor and the Trustee, the Company when authorized by a Board Resolution, and the Guarantor and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as in force at the date of the 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 Holders of the Securities of such series and any related coupons under this Indenture; provided, however, that no such supplemental indenture shall (1i) extend change the fixed maturity Stated Maturity of the principal of (or premium, if any, on), or any Securitiesinstallment of principal of or interest on, any Security, or reduce the principal amount thereof or premium, if anythe rate of interest thereon, or reduce the rate amount of principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof or extend impair the time right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of interest thereonredemption or repayment at the option of the Holder, on or after the Redemption Date or Repayment Date, as the case may be), without the consent of the holder Holder of each Outstanding Security so affected, or (2ii) reduce the aforesaid percentage in principal amount of Securitiesthe Outstanding Securities of any series, the consent of the holders of which whose Holders is required for any such supplemental indenture, without the consent of the holders Holders of all the Outstanding Securities then Outstanding, (3) modify the subordination provisions in a manner adverse to the holders of such series or (iii) adversely effect the right to convert any Securities as provider in any supplemental indenture, or adversely affect the right of the Company to repurchase any Securities as provided in any supplemental indenture hereto. 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 (4) modify any which modifies the rights of the above provisionsHolders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. Upon the request of the Company, 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 of evidence of the consent of securityholders Holders as aforesaid, the Trustee shall join with the Company 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 any Act of the securityholders Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act 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 Article 10, the Company shall provide notice, in the manner and to the extent provided in Section 15.04, setting forth in general terms the substance of such supplemental indenture, to all holders of Securities of each series so affected. Any failure of the Company so to provide such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Section 8.011.04) of the holders Holders of not less than a majority in aggregate principal amount of the Securities of all series at the time Outstanding of all series affected by such supplemental indenture (voting as one class) (and, in the case of any series of Securities held as trust assets of a Ford Motor Company Capital Trust and with respect to which a Security Exchange has not theretofore occurred, such consent of holders of the Preferred Securities and the Common Securities of such Ford Motor Company Capital Trust as may be required under the Declaration of Trust of such Ford Motor Company Capital Trust), the Company, when authorized by a Board ResolutionResolution (which resolution may provide general terms or parameters for such action and may provide that the specific terms of such action may be determined in accordance with or pursuant to an Company Order), and the Trustee may may, from time to time and at any time time, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the 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 Holders of the Securities of each such series and any related coupons under this Indentureor of the Coupons appertaining to such Securities; provided, that no such supplemental indenture shall (1a) extend the fixed final maturity of any SecuritiesSecurity, or reduce the principal amount thereof or premium, if anythereof, or reduce the rate or extend the time of payment of interest thereonthereon (except that a valid extension of an interest payment period by the Company in accordance with the terms of any indenture supplemental hereto, shall not constitute an extension of interest for this purpose), or reduce any amount payable on redemption thereof or make the principal thereof (including any amount in respect of original issue discount), or interest thereon payable in any coin or currency other than that 57 provided in the Securities and Coupons or in accordance with the terms thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 5.02 or the amount thereof provable in bankruptcy pursuant to Sections 5.03 and 5.04 or impair or affect the right of any Holder to institute suit for the payment thereof or, if the Securities provide therefor, any right of repayment at the option of the Holder in each case without the consent of the holder Holder of each Security so affectedaffected (and, in the case of any series of Securities held as trust assets of a Ford Motor Company Capital Trust and with respect to which a Security Exchange has not theretofore occurred, such consent of holders of the Preferred Securities and the Common Securities of such Ford Motor Company Capital Trust as may be required under the Declaration of Trust of such Ford Motor Company Capital Trust), or (2b) reduce the aforesaid percentage in principal amount of SecuritiesSecurities of any series, the consent of the holders Holders of which is required for any such supplemental indenture, without the consent of the holders of all Securities then Outstanding, (3) modify the subordination provisions in a manner adverse to the holders of such Securities, or (4) modify any of the above provisions. 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 of evidence of the consent of securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the securityholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Article 10, the Company shall provide notice, in the manner and to the extent provided in Section 15.04, setting forth in general terms the substance of such supplemental indenture, to all holders of Securities Holders of each series Security so affected. Any failure of the Company so to provide such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Section 8.01) of the holders Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of all each series at the time Outstanding affected by such supplemental indenture (voting as one class)indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the 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 Holders of the Securities of such series and any related coupons under this Indenture; provided, however, that no such supplemental indenture shall (1i) extend change the fixed maturity Stated Maturity of the principal of (or premium, if any, on), or any Securitiesinstallment of principal of or interest on, any Security, or reduce the principal amount thereof or premium, if anythe rate of interest thereon, or reduce the rate amount of principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof or extend impair the time right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of interest thereonredemption or repayment at the option of the Holder, on or after the Redemption Date or Repayment Date, as the case may be), without the consent of the holder Holder of each Outstanding Security so affected, or (2ii) reduce the aforesaid percentage in principal amount of Securitiesthe Outstanding Securities of any series, the consent of the holders of which whose Holders is required for any such supplemental indenture, without the consent of the holders Holders of all the Outstanding Securities then Outstanding, (3) modify the subordination provisions in a manner adverse to the holders of such series. 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 (4) modify any which modifies the rights of the above provisionsHolders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. Upon the request of the Company, 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 of evidence of the consent of securityholders Holders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent any Act of the securityholders Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act 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 Article 10, the Company shall provide notice, in the manner and to the extent provided in Section 15.04, setting forth in general terms the substance of such supplemental indenture, to all holders of Securities of each series so affected. Any failure of the Company so to provide such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Section 8.01) of the holders Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of all each series at the time Outstanding affected by such supplemental indenture (voting as one class)indenture, by Act of such Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an a supplemental indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the 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 Holders of the Securities of such series and any related coupons under this Indenture; provided, however, that no such supplemental indenture shall (1) extend the fixed maturity of any Securities, or reduce the principal amount thereof or premium, if any, or reduce the rate or extend the time of payment of interest thereonentered into pursuant to this Section 9.2 shall, without the consent of the holder Holder of each Outstanding Security so affectedaffected by such supplemental indenture, (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce its principal amount or rate of interest or any premium payable upon its redemption, or reduce the amount of the principal of an Original Issue Discount Security or any other Security that would be due and payable upon a declaration of acceleration of its Maturity pursuant to Section 5.2, or adversely affect any right of repayment at the option of the Holder of any Security, or change any Place of Payment where any Security or any premium or interest is payable, or impair the right to institute suit for the enforcement of any such payment on or after its Stated Maturity (or, in the case of redemption, on or after the Redemption Date), or (2) reduce the aforesaid percentage in principal amount of Securitiesthe Outstanding Securities of any series, the consent of the holders of which whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with the provisions of or defaults under this Indenture and their consequences provided for in this Indenture, or (3) modify any of the provisions of this Section or Section 5.13 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 holders Holder of all Securities then Outstandingeach affected Outstanding Security, (3provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b) modify and 9.1(8). A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the subordination provisions in a manner adverse to the holders benefit of such one or more particular series of Securities, or (4) modify any which modifies the rights of the above provisions. Upon the request Holders 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 of evidence of the consent of securityholders as aforesaid, the Trustee shall join with the Company 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 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 securityholders Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act 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 Article 10, the Company shall provide notice, in the manner and to the extent provided in Section 15.04, setting forth in general terms the substance of such supplemental indenture, to all holders of Securities of each series so affected. Any failure of the Company so to provide such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Holders. With The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with the consent (evidenced as provided in Section 8.01) of the holders PUCT pursuant to Section 9.03, with prior notice to the Rating Agencies and with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities Outstanding Amount of all series at the time Outstanding affected Transition Bonds of each Series or Tranche to be affected, by Act of such supplemental indenture (voting as one class), Holders delivered to the Company, when authorized by a Board Resolution, Issuer and the Trustee may from time to time and at any time Indenture Trustee, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) 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 of any supplemental indenture or of modifying in any manner the rights of the holders Holders of the Securities of such series and any related coupons Transition Bonds under this Indenture; provided, however, that no such supplemental indenture shall (1) extend shall, without the fixed maturity consent of the Holder of each Outstanding Transition Bond of each Series or Tranche affected thereby: change the date of payment of any Securities, or reduce the installment of principal amount thereof of or premium, if any, or interest on any Transition Bond of such Series or Tranche, or reduce the principal amount thereof, the interest rate thereon or extend premium, if any, with respect thereto, change the time provisions of this Indenture and the related applicable Series Supplement relating to the application of collections on, or the proceeds of the sale of, the Transition Bond Collateral to payment of principal of or premium, if any, or interest on the Transition Bonds, or change any place of payment of where, or the coin or currency in which, any Transition Bond or the interest thereonthereon is payable, without or impair the consent right to institute suit for the enforcement of the holder provisions of each Security so affectedthis Indenture requiring the application of funds available therefor, (2) as provided in Article V, to the payment of any such amount due on the Transition Bonds on or after the respective due dates thereof; reduce the aforesaid percentage of Securitiesthe Outstanding Amount of the Transition Bonds or of a Series or Tranche thereof, the consent of the holders Holders of which is required for any such supplemental indenture, or the consent of the Holders of which 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; reduce the percentage of the Outstanding Amount of the Transition Bonds required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Transition Bond Collateral pursuant to Section 5.04; modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that those provisions of this Indenture referenced in this Section 9.02 cannot be modified or waived without the consent of the holders Holder of all Securities then Outstanding, (3) modify the subordination provisions in a manner adverse to the holders of such Securities, or (4) each Outstanding Transition Bond affected thereby; modify any of the above provisions. Upon provisions of this Indenture in such manner as to affect the request calculation of the Companyamount of any payment of interest, accompanied by principal or premium, if any, due on any Transition Bond on any Payment Date (including the calculation of any of the individual components of such calculation) or change the Expected Amortization Schedules or Final Maturity Dates of any Tranche or Series of Transition Bonds; decrease the Required Capital Level with respect to any Series; permit the creation of any Lien ranking prior to or on a copy parity with the Lien of a Board Resolution certified this Indenture with respect to any part of the Transition Bond Collateral or, except as otherwise permitted or contemplated herein, terminate the Lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Transition Bond of the security provided by the Secretary Lien of this Indenture; or an Assistant Secretary of cause any material adverse federal income tax consequence to the Company authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of securityholders as aforesaidSeller, the Issuer, the Managers, the Indenture Trustee shall join with or the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenturethen existing Holders. It shall not be necessary for the consent any Act of the securityholders Holders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Company Issuer and the Indenture Trustee of any supplemental indenture pursuant to the provisions of this Article 10Section 9.02, the Company Issuer shall provide notice, in the manner and mail to the extent provided in Section 15.04, Rating Agencies and the Holders of the Transition Bonds to which such supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture, to all holders of Securities of each series so affected. Any failure of the Company so Issuer to provide mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. PUCT Condition. Notwithstanding anything to the contrary in Section 9.01 or 9.02, no supplemental indenture (other than the initial Series Supplement) shall be effective unless the process set forth in this Section 9.03 has been followed. At least thirty-one (31) days prior to the effectiveness of any such supplemental indenture and after obtaining the other necessary approvals set forth in Section 9.01 or 9.02, as applicable, except for the consent of the Indenture Trustee and the Holders if the consent of the Holders is required or sought by the Indenture Trustee in connection with such supplemental indenture, the Issuer shall have delivered to the PUCT's executive director and general counsel written notification of any proposed supplemental indenture, which notification shall contain: a reference to Docket No. 33586 and to any other Docket No. under which a Financing Order has been issued; an Officer's Certificate stating that the proposed supplemental indenture has been approved by all parties to this Indenture; and a statement identifying the person to whom the PUCT or its staff is to address any response to the proposed supplemental indenture or to request additional time. The PUCT or its staff shall, within thirty (30) days of receiving the notification complying with Section 9.03(a) above, either: &#provide notice of its determination that the proposed supplemental indenture will not under any circumstances have the effect of increasing the ongoing qualified costs related to the Transition Bonds, provide notice of its consent or lack of consent to the person specified in Section 9.03(a)(iii) above, or be conclusively deemed to have consented to the proposed supplemental indenture, unless, within thirty (30) days of receiving the notification complying with Section 9.03(a) above, the PUCT or its staff delivers to the office of the person specified in Section 9.03(a)(iii) above a written statement requesting an additional amount of time not to exceed thirty (30) days in which to consider whether to consent to the proposed supplemental indenture. If the PUCT or its staff requests an extension of time in the manner set forth in the preceding sentence, then the PUCT shall either provide notice of its consent or lack of consent or notice of its determination that the proposed supplemental indenture will not under any circumstances increase ongoing qualified costs to the person specified in Section 9.03(a)(iii) above no later than the last day of such extension of time or be conclusively deemed to have consented to the proposed supplemental indenture on the last day of such extension of time. Any supplemental indenture requiring the consent of the PUCT shall become effective on the later of (i) the date proposed by the parties to such supplemental indenture and (ii) the first day after the expiration of the thirty (30)-day period provided for in this Section 9.03(b), or, if such period has been extended pursuant hereto, the first day after the expiration of such period as so extended. Following the delivery of a notice to the PUCT by the Issuer under Section 9.03(a) above, the Issuer shall have the right at any time to withdraw from the PUCT further consideration of any notification of a proposed supplemental indenture. Such withdrawal shall be evidenced by the prompt written notice thereof by the Issuer to the PUCT, the Indenture Trustee and the Servicer.

Supplemental Indentures with Consent of Holders. With the consent (evidenced Except as provided in this Section 8.01) of the holders of not less than a majority in aggregate principal amount of the Securities of all series at the time Outstanding affected by such supplemental indenture (voting as one class)902, the Company, when authorized by a Board Resolutionthe Guarantors, the Trustee, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto Collateral Agent (which shall conform if applicable with respect to the provisions of the Trust Indenture Act as in force at the date of the execution thereofSecurity Documents) for the purpose of adding any provisions to may amend 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 the Securities of such series and any related coupons under supplement this Indenture; provided, that no such supplemental indenture shall the Notes (1) extend the fixed maturity of including any SecuritiesAdditional Notes), any Guarantee or reduce the principal amount thereof or premium, if any, or reduce the rate or extend the time of payment of interest thereon, without any other Note Document with the consent of the holder Majority Holders (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to Section 507 and Section 512, any existing Default or Event of each Security so affectedDefault or compliance with any provision of this Indenture, (2) reduce the aforesaid percentage of SecuritiesNotes, or any Guarantee or any other Note Document may be waived with the consent of the holders of which is required for any such supplemental indentureMajority Holders (including, without the consent of the holders of all Securities then Outstandinglimitation, (3) modify the subordination provisions consents obtained in connection with a manner adverse to the holders of such Securitiespurchase of, or (4) modify any of the above provisionstender offer or exchange offer for, Notes). Upon the request of the Company, 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 amended or supplemental indenture, and upon the filing with the Trustee and the Collateral Agent, if applicable, of evidence satisfactory to the Trustee and the Collateral Agent, if applicable, of the consent of securityholders the Holders of Notes as aforesaid, and upon receipt by the Trustee shall of the documents described in Section 903, the Trustee and the Collateral Agent, if applicable, will join with the Company and the Guarantors in the execution of such amended or supplemental indenture and will direct the Collateral Agent to execute any amendment or supplement to the Security Documents unless such amended or supplemental indenture or Security Document amendment or supplement affects the Trustee’s and the Collateral Agent’s, if applicable, own rights, duties duties, indemnities or immunities under this Indenture or otherwise, in which case the Trustee and the Collateral Agent, if applicable, may in its discretion, but shall will not be obligated to, enter into such amended or supplemental indentureIndenture. It shall is not be necessary for the consent of the securityholders Holders of Notes under this Section 902 to approve the particular form of any proposed supplemental indentureamendment, supplement or waiver, but it shall be is sufficient if such consent shall approve approves the substance thereofof the proposed amendment, supplement or waiver. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of After an amendment, supplement or waiver under this Article 10Section 902 becomes effective, the Company shall provide notice, in the manner and send to the extent provided in Section 15.04Holders of Notes affected thereby a notice briefly describing the amendment, setting forth in general terms the substance of such supplemental indenture, to all holders of Securities of each series so affectedsupplement or waiver. Any failure of the Company so to provide give such notice, or any defect therein, shall will not, however, in any way impair or affect the validity of any such amended or supplemental indenture.indenture or waiver. Without the consent of each Holder affected, an amendment, supplement or waiver under this Section 902 may not:

Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Section 8.011.04) of the holders Holders of not less than a majority 50% in aggregate principal amount of the Outstanding Securities of all series at the time Outstanding affected by such supplemental indenture (voting as one class), the Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the 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 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 Holders of the Securities of each such series and any related coupons under this Indentureseries; provided, however, that no such supplemental indenture shall (1i) extend change the fixed maturity Stated Maturity of any SecuritiesSecurity, or reduce the rate or change the time of payment of interest thereon, or reduce the principal amount thereof or premiumany premium thereon, or make the principal thereof or interest or premium thereon payable in any coin or currency other than that provided in the Securities or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon an acceleration of the Maturity thereof pursuant to Section 5.02 or the amount thereof provable in bankruptcy pursuant to Section 5.03 or impair the right to institute suit for enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or adversely affect the right of repayment, if any, or reduce at the rate or extend option of the time of payment of interest thereon, Holder without the consent of the holder Holder of each Security so affected, or (2ii) reduce the aforesaid percentage of Securities, the consent of the holders Holders of which is are required for to consent to any such supplemental indenture, or the Holders of which are required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, without the consent of the holders Holder of all Securities then Outstanding, (3) modify each Security so affected. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the subordination provisions in a manner adverse to the holders benefit of such one or more particular 55 48 series of Securities, or (4) modify any which modifies the rights of the above provisionsHolders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. 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 of evidence of the consent of securityholders Holders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the securityholders Holders 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. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Article 10, the Company shall provide notice, in the manner and to the extent provided in Section 15.04, setting forth in general terms the substance of such supplemental indenture, to all holders of Securities of each series so affected. Any failure of the Company so to provide such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Section 8.019.01) of the holders Holders of not less greater than a majority 50% in aggregate principal amount of the Securities Outstanding Notes of all each series at the time Outstanding affected by such supplemental indenture (voting as one classseparate classes), by act of such Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the 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 the Notes of such series or of modifying in any manner the rights of the holders Holders of the Securities Notes of such series and any related coupons under this Indenture; provided, however, that no such supplemental indenture shall shall, without the consent of all Holders of the Notes of any series then Outstanding and affected thereby, (1i) extend the fixed maturity of any Securities, or reduce the principal amount thereof or premium, if anyNote of such series, or reduce the rate or extend the time of payment of interest thereon, without or reduce the consent principal amount thereof or any premium thereon, or change the Place of Payment or make the holder principal thereof or interest or premium thereon payable in any coin or currency other than that provided in the Notes of each Security so affected, such series or (2ii) reduce the aforesaid percentage of SecuritiesNotes, the consent of the holders Holders of which is are required for to consent (a) to any such supplemental indenture, without (b) to rescind and annul a declaration that the consent Notes of such series are due and payable as a result of the holders occurrence of all Securities then Outstandingan Event of Default, (3c) modify to waive any past default under the subordination provisions indenture and its consequences and (d) to any waiver provided for in a manner adverse to the holders of such Securities, or (4) modify any of the above provisionsSection 5.09. Upon the request of the Company, accompanied by a copy of a Board Resolution certified by the its Secretary or an Assistant Secretary of the Company authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of securityholders Holders of Notes as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the securityholders Holders of Notes under this Section 11.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Article 10, the Company shall provide notice, in the manner and to the extent provided in Section 15.04, setting forth in general terms the substance of such supplemental indenture, to all holders of Securities of each series so affected. Any failure of the Company so to provide such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Holders. With The Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes or any Guarantee with the consent (evidenced as provided in Section 8.01) of the holders Holders of not less than at least a majority in aggregate principal amount of the Securities Outstanding Notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to Section 508 and Section 513 of all series at the time Outstanding affected by such supplemental indenture (voting as one class)this Indenture, the Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture existing Default or indentures supplemental hereto (which shall conform to the provisions Event of the Trust Indenture Act as in force at the date of the execution thereof) for the purpose of adding Default or compliance with any provisions to or changing in any manner or eliminating any of the provisions provision of this Indenture or of the Notes or any supplemental indenture or of modifying in any manner the rights of the holders of the Securities of such series and any related coupons under this Indenture; provided, that no such supplemental indenture shall (1) extend the fixed maturity of any Securities, or reduce the principal amount thereof or premium, if any, or reduce the rate or extend the time of payment of interest thereon, without Guarantee may be waived with the consent of the holder Holders of each Security so affected, (2) reduce the aforesaid percentage of Securities, the consent at least a majority in aggregate principal amount of the holders of which is required for any such supplemental indenture, without the consent of the holders of all Securities then Outstanding, Outstanding Notes (3) modify the subordination provisions including consents obtained in connection with a manner adverse to the holders of such Securitiespurchase of, or (4) modify any of the above provisionstender offer or exchange offer for, debt securities). 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 of evidence satisfactory to the Trustee of the consent of securityholders the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 903 of this Indenture, the Trustee shall join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s own rights, duties duties, indemnities 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 amended or supplemental indentureIndenture. It shall not be necessary for the The consent of the securityholders Holders is not necessary under this Section 902 to approve the particular form of any proposed supplemental indentureamendment, supplement or waiver, but it shall be is sufficient if such consent shall approve approves the substance thereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of After an amendment, supplement or waiver under this Article 10Section 902 becomes effective, the Company shall provide notice, in the manner and send to the extent provided in Section 15.04Holders a notice briefly describing such amendment, setting forth in general terms supplement or waiver. However, the substance of failure to give such supplemental indenture, notice to all holders of Securities of each series so affected. Any failure of the Company so to provide such noticeHolders, or any defect therein, shall not, however, in any way not impair or affect the validity of any such supplemental indenture.the applicable amendment, supplement or waiver. Without the consent of each Holder affected thereby, an amendment, supplement or waiver under this Section 902 may not:

Supplemental Indentures with Consent of Holders. (a) With the consent (evidenced as provided in Section 8.01) of the holders Holders of not less than a majority in aggregate principal amount of the Securities Outstanding Securities, by Act of all series at said Holders delivered to the time Outstanding affected by such supplemental indenture (voting as one class)Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the 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 Holders of the Securities of such series and any related coupons under this Indenture; provided, that no such supplemental indenture shall (1) extend shall, without the fixed maturity consent of the Holder of each Outstanding Security, change the Stated Maturity of the principal or any premium of any SecuritiesSecurity or change the date of payment of any installment of interest (including any Additional Interest) on any Security, or reduce the principal amount thereof or premiumthe rate of interest thereon or any premium payable upon the redemption thereof or change the place of payment where, if anyor the coin or currency in which, any Security or interest thereon is payable, or restrict or impair the right to institute suit for the enforcement of any such payment on or after such date, or reduce the rate or extend the time of payment of interest thereon, without the consent percentage in aggregate principal amount of the holder of each Security so affected, (2) reduce the aforesaid percentage of Outstanding Securities, the consent of the holders of which whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with any provision of this Indenture or of defaults hereunder and their consequences provided for in this Indenture, or modify any of the provisions of this Section 9.2, Section 5.13 or Section 10.7, except to increase any percentage in aggregate principal amount of the Outstanding Securities, the consent of whose Holders is required for any reason, or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the holders Holder of all each Security; provided, further, that, so long as any Preferred Securities then Outstandingremain outstanding, (3) modify the subordination provisions in a manner adverse to no amendment under this Section 9.2 shall be effective until the holders of such Securities, or a majority in Liquidation Amount (4as defined in the Trust Agreement) modify any of the above provisions. Upon the request of the CompanyTrust Securities shall have consented to such amendment; provided, 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 indenturefurther, and upon the filing with the Trustee of evidence of the consent of securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for that if the consent of the securityholders holder of each Outstanding Security is required for any amendment under this Section to approve Indenture, such amendment shall not be effective until the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Article 10, the Company shall provide notice, in the manner and to the extent provided in Section 15.04, setting forth in general terms the substance of such supplemental indenture, to all holders of Securities holder of each series so affected. Any failure of the Company so Outstanding Trust Security shall have consented to provide such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indentureamendment.

Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Section 8.01) of the holders of not less than a majority in aggregate principal amount of the Securities of all series at the time Outstanding affected by such supplemental indenture (or indentures at the time outstanding voting as one class), the Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in force at the date of the execution thereofeffect) 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 the Securities of such series and any related coupons under this Indenture; provided, however, that no such supplemental indenture shall (1i) extend the fixed maturity date or dates of any SecuritiesSecurities of any series, or reduce the principal amount thereof or premium, if any, or reduce the rate or (ii) extend the time of payment of interest thereonor on any sinking fund payment, without the consent of the holder of each Security so affectedother than extensions permitted pursuant to Section 2.01, (2iii) reduce the rate of interest on any Security, (iv) reduce the principal amount due for payment on any Security, (v) make the principal, premium, if any, or interest on a Security payable in any coin or currency other than that provided in such Security, (vi) modify any redemption or repurchase right to the detriment of a Securityholder, (vii) impair the right of any Securityholder to institute suit for payment, (viii) reduce the aforesaid percentage of Securities, the holders of which are required to consent to any such supplemental indenture, or reduce the percentage of Securities, the holders of which is are required for to waive any such supplemental indenturecovenant or default and its consequences, (ix) waive any past payment default, or (x) modify any provision of Section 9.02, without the consent of the holders of all Securities each Security then Outstandingoutstanding and affected thereby. The Company may, (3) modify but shall not be obligated to, fix a record date for the subordination provisions in purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a manner adverse record date is fixed, the Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided, that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the holders date which is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of such Securities, or (4) modify any of the above provisionsno further effect. 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 of evidence of the consent of securityholders Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the securityholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Article 10, the Company shall provide notice, in the manner and to the extent provided in Section 15.04, setting forth in general terms the substance of such supplemental indenture, to all holders of Securities of each series so affected. Any failure of the Company so to provide such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Section 8.011.02) of the holders Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of all each series at the time Outstanding affected by such supplemental indenture (each series voting separately as one a class), the Company, when authorized by a Board Resolution, the Guarantors, if any, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the 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 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 Holders of the Securities of each such series and any related coupons under this Indentureseries; provided, however, that no such supplemental indenture shall (1i) extend change the fixed maturity Stated Maturity of any SecuritiesSecurity, or reduce the rate or change the time of payment of interest thereon, or reduce the principal amount thereof or premiumany premium thereon, or make the principal thereof or interest or premium thereon payable in any coin or currency other than that provided in the Securities or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon an acceleration of the Maturity thereof pursuant to Section 5.02 or the amount thereof provable in bankruptcy pursuant to Section 5.03 or impair the right to institute suit for enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or adversely affect the right of repayment, if any, or reduce at the rate or extend option of the time of payment of interest thereon, Holder without the consent of the holder Holder of each Security so affected, (2ii) reduce the aforesaid percentage of Securities, the consent of the holders Holders of which is are required for to consent to any such supplemental indenture, or the Holders of which are required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, (iii) modify the obligation of the Company to maintain an office or agency pursuant to Section 10.02, or (iv) release any Guarantor from its obligations under its Guarantee (other than in accordance with the terms thereof) without the consent of the holders Holder of all Securities then Outstanding, (3) modify each Security so affected. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the subordination provisions in a manner adverse to the holders benefit of such one or more particular series of Securities, or (4) modify any which modifies the rights of the above provisionsHolders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. 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 of evidence of the consent of securityholders Holders as aforesaid, the Trustee shall join with the Company and the Guarantors, if any, 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 securityholders Holders 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. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Article 10, the Company shall provide notice, in the manner and to the extent provided in Section 15.04, setting forth in general terms the substance of such supplemental indenture, to all holders of Securities of each series so affected. Any failure of the Company so to provide such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Section 8.01Article 8) of (i) the Holders of at least a majority of the holders of not less than a majority in aggregate principal amount of the Securities of all series Notes then outstanding (determined in accordance with Article 8 and including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, the Notes), (ii) the Company and (iii) the Trustee, at the time Outstanding affected by such supplemental indenture (voting as one class)Company’s expense, the Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) 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 of any supplemental indenture or of modifying in any manner the rights of the holders of the Securities of such series and any related coupons under this IndentureHolders; provided, that however, that, without the consent of each Holder of an outstanding Note affected, no such supplemental indenture shall shall: (1a) extend the fixed maturity of any Securities, or reduce the principal amount thereof or premium, if any, or of Notes whose Holders must consent to an amendment; (b) reduce the rate of or extend the stated time of for payment of interest thereonon 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 other than as required by this Indenture; (e) reduce the Redemption 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 at a place of payment, other than that stated in the Note; (g) change the ranking of the Notes; (h) impair the right of any Holder to receive payment of principal and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Note; or (i) make any change in this Article 10 that requires each Holder’s consent or in the waiver provisions in Section 6.02 or Section 6.09. 52 Notwithstanding the foregoing or anything to the contrary, so long as any Sponsor Notes are outstanding, without the consent of the holder Holders of each Security so affected, (2) reduce the aforesaid percentage of Securities, the consent 100% of the holders of which is required for any such supplemental indenture, without the consent aggregate principal amount of the holders of all Securities then OutstandingSponsor Notes, (3) an amendment, supplement or waiver, including a waiver pursuant to Section 6.09, may not modify any provision contained in this Indenture specifically and uniquely applicable to the subordination provisions Sponsor Notes in a manner adverse to the Holders of, or the holders of such Securitiesa beneficial interest in, or (4) modify any of the above provisionsSponsor Notes. Upon the written 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 of evidence of the consent of securityholders the requisite Holders as aforesaidaforesaid and subject to Section 10.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties duties, liabilities 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 securityholders need under this Section 10.02 to approve the particular form of any proposed supplemental indenture, but it . It shall be sufficient if such consent shall Holders approve the substance thereof. Promptly after the execution by the Company and the Trustee of After any such supplemental indenture pursuant to the provisions of this Article 10becomes effective, the Company shall provide notice, in the manner and deliver to the extent provided in Section 15.04, setting forth in general terms Holders (with a copy to the substance of Trustee) a notice briefly describing such supplemental indenture. However, the failure to give such notice to all holders of Securities of each series so affected. Any failure of the Company so Holders (with a copy to provide such noticethe Trustee), or any defect thereinin the notice, shall not, however, in any way will not impair or affect the validity of any such the supplemental indenture. Section 10.03.

Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Section 8.01) of the holders Holders of not less greater than a majority 50% in aggregate principal amount of the Outstanding Securities of all each series at the time Outstanding affected by such supplemental indenture (voting as one class)Supplemental Indenture, by act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust a Supplemental Indenture Act as in force at the date of the 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 Supplemental Indenture or of modifying in any manner the rights of the holders of the Securities Holders of such series and any related coupons of Securities under this Indenture; provided, however, that no such supplemental indenture Supplemental Indenture shall (1i) without the consent of the Holder of each Outstanding Security affected thereby, extend the fixed maturity of any Securities, or reduce the principal amount thereof or premium, if anySecurity, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof or any premium thereon, or make the principal thereof or interest or premium thereon payable in any coin or currency other than that provided in the Securities or (ii) without the consent of the holder Holders of each Security so affected, (2) all of the Outstanding Securities affected reduce the aforesaid percentage of Securities, the Holders of which are required to consent (a) to any such Supplemental Indenture, (b) to rescind and annul a declaration that any Securities are due and payable as a result of the holders occurrence of which is required for any such supplemental indenture, without the consent an Event of the holders of all Securities then OutstandingDefault, (3c) modify to waive any past default under the subordination provisions in a manner adverse Indenture and its consequences and (d) to the holders of such Securities, or waive compliance with Sections 4.02 and 4.04 (4other than 4.04(a)(i) modify any of the above provisions. 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 of evidence of the consent of securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the securityholders under this Section (ii)) to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Article 10, the Company shall provide notice, in the manner and to the extent provided in Section 15.04, setting forth in general terms the substance of such supplemental indenture, to all holders of Securities of each series so affected. Any failure of the Company so to provide such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.4.07