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

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Subordinated Notes, the Company (when authorized by or in accordance with a Board Resolution) and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company contained herein and in the Subordinated Notes; (2) to add to the covenants of the Company for the benefit of the Holders (as will be specified in such supplemental indenture or indentures) or to surrender any right or power herein conferred upon the Company with respect to the Subordinated Notes issued under this Indenture (as will be specified in such supplemental indenture or indentures); (3) to permit or facilitate the issuance of Subordinated Notes in uncertificated or global form, provided any such action will not adversely affect the interests of the Holders; (4) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Subordinated Notes and to add to or change any of the provisions of this Indenture as will be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, in accordance with the requirements of Section 5.10; (5) to cure any ambiguity or to correct or supplement any provision herein that may be defective or that may be inconsistent with any other provision herein; (6) to make any other provisions with respect to matters or questions arising under this Indenture that will not adversely affect the interests of the Holders of then Outstanding Subordinated Notes; (7) to add any additional Events of Default (as will be specified in such supplemental indenture); (8) to supplement any of the provisions of this Indenture to such extent as will be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge of the Subordinated Notes in accordance with Article III, provided that any such action will not adversely affect the interests of any Holder; (9) to provide for the issuance of Exchange Notes; (10) to conform any provision in this Indenture to the requirements of the Trust Indenture Act; or (11) to make any change that does not adversely affect the legal rights under this Indenture of any Holder.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Subordinated NotesHolders, the Company (Company, when authorized by or in accordance with a Board Resolution) , and the Trustee, at any time and from time to time, may amend or waive any provision of this Indenture or enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company contained herein and in the Subordinated Notes;Securities contained; or (2) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or to surrender any right or power herein conferred upon the Company; or (3) to facilitate the issuance of Securities in certificated or other definitive form; or (4) to add to the covenants of the Company for the benefit of the Holders (as will be specified in such supplemental indenture or indentures) of the Securities or to surrender any right or power herein conferred upon the Company Company; or (5) to add any additional Events of Default for the benefit of the Holders of the Securities; or (6) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall not apply to any Outstanding Securities; or (7) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to the Subordinated Notes issued matters or questions arising under this Indenture (as will be specified in such supplemental indenture or indentures); (3) to permit or facilitate the issuance of Subordinated Notes in uncertificated or global formIndenture, provided any that such action will pursuant to this clause (7) shall not adversely affect the interests interest of the Holders;Holders of Securities in any material respect or, in the case of the Securities issued to the Issuer Trust and for so long as any of the Preferred Securities issued by the Issuer Trust shall remain outstanding, the holders of such Preferred Securities; or (4) 8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Subordinated Notes Securities and to add to or change any of the provisions of this Indenture as will shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, in accordance with pursuant to the requirements of Section 5.10; (5) to cure any ambiguity or to correct or supplement any provision herein that may be defective or that may be inconsistent with any other provision herein; (6) to make any other provisions with respect to matters or questions arising under this Indenture that will not adversely affect the interests of the Holders of then Outstanding Subordinated Notes; (7) to add any additional Events of Default (as will be specified in such supplemental indenture6.11(b); (8) to supplement any of the provisions of this Indenture to such extent as will be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge of the Subordinated Notes in accordance with Article III, provided that any such action will not adversely affect the interests of any Holder;; or (9) to provide for the issuance of Exchange Notes; (10) to conform any provision in this Indenture to comply with the requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; or (11) to make any change that does not adversely affect the legal rights under this Indenture of any Holder.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Subordinated Notes, the Company The Owner Trustee (when authorized by or in accordance with a Board Resolutionthe Owner Participant) and the Indenture Trustee, at any time and from time to timewithout consent of the Holders, may enter into an indenture or indentures supplemental hereto for one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1a) to convey, transfer, assign, mortgage or pledge any property or assets to the Indenture Trustee as security for the Certificates; (b) to evidence the succession of another Person corporation to the CompanyOwner Trustee or successive successions, and the assumption by any such the successor corporation of the covenants covenants, agreements and obligations of the Company contained Owner Trustee herein and in the Subordinated NotesCertificates; (2c) to add to the covenants of the Company Owner Trustee such further covenants, restrictions, conditions or provisions as it and the Indenture Trustee shall consider to be for the benefit protection of the Holders (as will be specified Holders, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Indenture Event of Default permitting the enforcement of all or any of the several remedies provided herein; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or indentureslonger than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Indenture Event of Default or may limit the remedies available to the Indenture Trustee upon such an Indenture Event of Default or may limit the right of not less than the Majority in Interest of Certificate Holders to waive such an Indenture Event of Default; (d) to surrender any right or power conferred herein conferred upon the Company with respect to Owner Trustee or the Subordinated Notes issued under this Indenture (as will be specified in such supplemental indenture or indentures)Owner Participant; (3) to permit or facilitate the issuance of Subordinated Notes in uncertificated or global form, provided any such action will not adversely affect the interests of the Holders; (4) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Subordinated Notes and to add to or change any of the provisions of this Indenture as will be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, in accordance with the requirements of Section 5.10; (5e) to cure any ambiguity or to correct or supplement any provision contained herein that or in any supplemental indenture which may be defective or that may be inconsistent with any other provision herein; (6) contained herein or in any supplemental indenture; or to make any such other provisions with respect in regard to matters or questions arising under this Indenture that will or under any supplemental indenture as the Owner Trustee may deem necessary or desirable and which shall not adversely affect the interests of the Holders of then Outstanding Subordinated NotesHolders; (7f) to add correct or amplify the description of any additional Events property at any time subject to the Lien of Default (this Indenture or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subject to the Lien of this Indenture or to subject Replacement Airframe or Replacement Engines to the Lien of this Indenture in accordance with the provisions hereof or with the Lease or to release from the Lien of this Indenture property that has been substituted on or removed from the Aircraft as will contemplated in Section 3.07 hereof; provided that supplements to this Indenture entered into for the purpose of subjecting Replacement Airframe or Replacement Engines to the Lien of this Indenture need only be specified in such supplemental indenture)executed by the Owner Trustee and the Indenture Trustee; (8) g) to supplement any provide for the issuance under this Indenture of Certificates in coupon form (including Certificates registrable as to principal only) and to provide for exchangeability of such Certificates with Certificates issued hereunder in fully registered form, and to make all appropriate changes for such purpose; (h) to effect the re-registration of the provisions of this Indenture Aircraft pursuant to such extent as will be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge Section 6.03(b) of the Subordinated Notes in accordance with Article IIIParticipation Agreement; and (i) to add, provided that eliminate or change any provision hereunder so long as such action will shall not adversely affect the interests of the Holders. The Indenture Trustee is hereby authorized to join in the execution of any Holder; (9) to provide for the issuance of Exchange Notes; (10) to conform any provision in this Indenture to the requirements of the Trust Indenture Act; or (11) such supplemental indenture, to make any change that does further appropriate agreements and stipulations which may be contained therein and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Indenture Trustee shall not be obligated to enter into any such supplemental indenture which adversely affect affects the legal rights Indenture Trustee's own rights, duties or immunities under this Indenture or otherwise. Any such supplemental indenture may be executed without the consent of the Holders of Outstanding Certificates, notwithstanding any Holderof the provisions of Section 13.02 hereof.

Supplemental Indentures Without Consent of Holders. Without The Company and the Trustee may amend the Indenture or the Notes or enter into an indenture supplemental hereto without notice to or the consent of any Holder to (a) cure ambiguities, omissions, defects or inconsistencies as evidenced by an Officer’s Certificate; (b) make any change that would provide any additional rights or benefits to the Holders of Subordinated Notes, the Company (when authorized by or in accordance with a Board Resolution) and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company contained herein and in the Subordinated Notes; (2c) to provide for or add to the covenants of the Company for the benefit of the Holders (as will be specified in such supplemental indenture or indentures) or to surrender any right or power herein conferred upon the Company guarantors with respect to the Subordinated Notes issued under this Indenture (as will be specified in such supplemental indenture or indentures)Notes; (3d) to permit or facilitate secure the issuance of Subordinated Notes in uncertificated or global form, provided any such action will not adversely affect the interests of the HoldersNotes; (4e) provide for uncertificated Notes in addition to or in place of certificated Notes; (f) evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Subordinated Notes and to add to or change any of the provisions of this Indenture as will be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, in accordance with the requirements of Section 5.10; (5g) provide for the assumption by a successor corporation of the Company’s obligations to cure any ambiguity or to correct or supplement any provision herein that may be defective or that may be inconsistent the Holders of the Notes, in compliance with any other provision hereinthe applicable provisions of the Indenture; (6h) to make any other provisions with respect to matters or questions arising under this Indenture that will not adversely affect maintain the interests qualification of the Holders of then Outstanding Subordinated Notes; (7) to add any additional Events of Default (as will be specified in such supplemental indenture); (8) to supplement any of the provisions of this Indenture to such extent as will be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge of the Subordinated Notes in accordance with Article III, provided that any such action will not adversely affect the interests of any Holder; (9) to provide for the issuance of Exchange Notes; (10) to conform any provision in this Indenture to the requirements of under the Trust Indenture Act; or (11i) to make any change that does not adversely affect the legal rights under this Indenture of any HolderHolder of Notes in any material respect. The Trustee is hereby authorized to join with the Company in the execution of any such amendment or supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any Property thereunder, but the Trustee shall not be obligated to enter into any such amendment or supplemental indenture which affects the Trustee’s own rights, duties or immunities under the Indenture or otherwise. Any amendment or supplemental indenture authorized by the provisions of this section may be executed without notice to and without the consent of the Holders of any of the Notes at the time Outstanding, notwithstanding any of the provisions of Section 6.03.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Subordinated Notes, the Company (when authorized by or in accordance with a Board Resolution) and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, hereto for any of the following purposes: (1) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company contained herein and in the Subordinated Notes; (2) to add to the covenants of the Company for the benefit of the Holders (as will be specified in such supplemental indenture or indentures) or to surrender any right or power herein conferred upon the Company with respect to the Subordinated Notes issued under this Indenture (as will be specified in such supplemental indenture or indentures); (3) to permit or facilitate the issuance of Subordinated Notes in uncertificated or global form, provided any such action will not adversely affect the interests of the Holders; (4) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Subordinated Notes and to add to or change any of the provisions of this Indenture as will be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, in accordance with the requirements of Section 5.10; (5) to cure any ambiguity or to correct or supplement any provision herein that may be defective or that may be inconsistent with any other provision herein; (6) to make any other provisions with respect to matters or questions arising under this Indenture that will not adversely affect the interests of the Holders of then Outstanding Subordinated Notes; (7) to add any additional Events of Default (as will be specified in such supplemental indenture); (8) to supplement any of the provisions of this Indenture to such extent as will be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge of the Subordinated Notes in accordance with Article III, provided that any such action will not adversely affect the interests of any Holder; (9) to provide for the issuance of Exchange Notes; (10) to conform any provision in this Indenture to the requirements of the Trust Indenture Act; or (11) to make any change that does not adversely affect the legal rights under this Indenture of any Holder.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Subordinated NotesSecurities or Coupons, the Company (when authorized by or in accordance with pursuant to a Board Resolution) and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company contained herein and in the Subordinated Notes;Securities; or (2) to add to the covenants and agreements of the Company for the benefit of the Holders of all or any series of Securities (as will shall be specified in such supplemental indenture or indentures) or to surrender any right or power herein conferred upon the Company with respect to the Subordinated Notes issued under this Indenture (as will be specified in such supplemental indenture or indentures);Company; or (3) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of, any premium or interest on, Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be exchanged for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Subordinated Notes Securities in uncertificated or global form, provided any such action will shall not adversely affect the interests of the Holders;Holders of Outstanding Securities of any series or any Coupons appertaining thereto in any material respect; or (4) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Subordinated Notes Securities of one or more series and to add to or change any of the provisions of this Indenture as will shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, in accordance with pursuant to the requirements of Section 5.10;6.9; or (5) to cure any ambiguity or to correct or supplement any provision herein that which may be defective or that may be inconsistent with any other provision herein; (6) , or to make any other provisions with respect to matters or questions arising under this Indenture that will Indenture, which shall not adversely affect the interests of the Holders of Securities of any series then Outstanding Subordinated Notes;or any Coupons appertaining thereto in any material respect; or (6) to establish the form or terms of Securities of any series and any related Coupons as permitted by Sections 2.1 and 3.1, including the provisions and procedures relating to Securities convertible into or exchangeable for any securities of any Person (including the Company); or (7) to add any additional Events of Default with respect to all or any series of Securities (as will shall be specified in such supplemental indenture);; or (8) to supplement any of the provisions of this Indenture to such extent as will shall be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction defeasance and discharge of the Subordinated Notes in accordance with any series of Securities pursuant to Article III4, provided that any such action will shall not adversely affect the interests of any Holder;Holder of an Outstanding Security of such series and any Coupons appertaining thereto or any other Outstanding Security or Coupon in any material respect; or (9) to provide for secure payment on the issuance of Exchange Notes;Securities pursuant to Section 10.4 or otherwise; or (10) to conform amend or supplement any provision contained herein or in this Indenture to the requirements of the Trust Indenture Act; or (11) to make any change supplemental indenture, provided that does not no such amendment or supplement shall materially adversely affect the legal rights under this Indenture interests of the Holders of any HolderSecurities then Outstanding.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Subordinated NotesSecurities or Coupons, the Company Issuers (when authorized by or in accordance with pursuant to a Board Resolution) and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another Person to the CompanyIssuers, and the assumption by any such successor of the covenants of the Company Issuers, contained herein and in the Subordinated Notes;Securities; or (2) to add to the covenants of the Company Issuers for the benefit of the Holders of all or any series of Securities (as will shall be specified in such supplemental indenture or indentures) or to surrender any right or power herein conferred upon the Company with respect to the Subordinated Notes issued under this Indenture (as will be specified in such supplemental indenture or indentures);Issuers; or (3) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of, any premium or interest on or any Additional Amounts with respect to Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be exchanged for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Subordinated Notes Securities in uncertificated or global form, provided any such action will shall not adversely affect the interests of the Holders;Holders of Outstanding Securities of any series or any Coupons appertaining thereto in any material respect; or (4) to establish the form or terms of Securities of any series and any Coupons appertaining thereto as permitted by Sections 2.1 and 3.1; or (5) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Subordinated Notes Securities of one or more series and to add to or change any of the provisions of this Indenture as will shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, in accordance with pursuant to the requirements of Section 5.10;6.10; or (56) to cure any ambiguity or to correct or supplement any provision herein that which may be defective or that may be inconsistent with any other provision herein; (6) , or to make any other provisions with respect to matters or questions arising under this Indenture that will which shall not adversely affect the interests of the Holders of Securities of any series then Outstanding Subordinated Notes;or any Coupons appertaining thereto in any material respect; or (7) to add to, delete from or revise the conditions, limitations and restrictions on the authorized amount, terms or purposes of issue, authentication and delivery of Securities, as herein set forth; or (8) to add any additional Events of Default with respect to all or any series of Securities (as will shall be specified in such supplemental indenture);; or (8) 9) to supplement any of the provisions of this Indenture to such extent as will shall be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction defeasance and discharge of the Subordinated Notes in accordance with any series of Securities pursuant to Article III4, provided that any such action will shall not adversely affect the interests of any Holder; (9) to provide for the issuance Holder of Exchange Notes;an Outstanding Security of such series and any Coupons appertaining thereto or any other Outstanding Security or Coupon in any material respect; or (10) to conform any provision in this Indenture to secure the requirements of the Trust Indenture ActSecurities; or (11) to make provisions with respect to conversion or exchange rights of Holders of Securities pursuant to Article 16; or (12) to amend or supplement any change provision contained herein or in any supplemental indenture, provided that does not no such amendment or supplement shall materially adversely affect the legal rights under this Indenture interests of the Holders of any HolderSecurities then Outstanding.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Subordinated NotesSecurities or Coupons, the Company Issuers (when authorized by or in accordance with pursuant to a Board Resolution) and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another Person to the CompanyIssuers, and the assumption by any such successor of the covenants of the Company Issuers, contained herein and in the Subordinated Notes;Securities; or (2) to add to the covenants of the Company Issuers for the benefit of the Holders of all or any series of Securities (as will shall be specified in such supplemental indenture or indentures) or to surrender any right or power herein conferred upon the Company with respect to the Subordinated Notes issued under this Indenture (as will be specified in such supplemental indenture or indentures);Issuers; or (3) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of, any premium or interest on or any Additional Amounts with respect to Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be exchanged for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Subordinated Notes Securities in uncertificated or global form, provided any such action will shall not adversely affect the interests of the Holders;Holders of Outstanding Securities of any series or any Coupons appertaining thereto in any material respect; or (4) to establish the form or terms of Securities of any series and any Coupons appertaining thereto as permitted by Sections 2.1 and 3.1; or (5) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Subordinated Notes Securities of one or more series and to add to or change any of the provisions of this Indenture as will shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, in accordance with pursuant to the requirements of Section 5.10;6.10; or (56) to cure any ambiguity or to correct or supplement any provision herein that which may be defective or that may be inconsistent with any other provision herein; (6) , or to make any other provisions with respect to matters or questions arising under this Indenture that will which shall not adversely affect the interests of the Holders of Securities of any series then Outstanding Subordinated Notes;or any Coupons appertaining thereto in any material respect; or (7) to add to, delete from or revise the conditions, limitations and restrictions on the authorized amount, terms or purposes of issue, authentication and delivery of Securities, as herein set forth; or (8) to add any additional Events of Default with respect to all or any series of Securities (as will shall be specified in such supplemental indenture);; or (8) 9) to supplement any of the provisions of this Indenture to such extent as will shall be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction defeasance and discharge of the Subordinated Notes in accordance with any series of Securities pursuant to Article III4, provided that any such action will shall not adversely affect the interests of any Holder; (9) to provide for the issuance Holder of Exchange Notes;an Outstanding Security of such series and any Coupons appertaining thereto or any other Outstanding Security or Coupon in any material respect; or (10) to conform any provision in this Indenture to secure the requirements of the Trust Indenture ActSecurities; or (11) to make provisions with respect to conversion or exchange rights of Holders of Securities of any change series; or (12) to amend or supplement any provision contained herein or in any supplemental indenture, provided that does not no such amendment or supplement shall materially adversely affect the legal rights under this Indenture interests of the Holders of any HolderSecurities then Outstanding.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Subordinated NotesHolders, the Company (Company, when authorized by or in accordance with a Board Resolution) , and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1a) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants of the Company contained herein and in the Subordinated Notes;Securities; or (2b) to add to the covenants of the Company for the benefit of the Holders (as will be specified in such supplemental indenture or indentures) Holders, or to surrender any right or power herein conferred upon the Company with respect to the Subordinated Notes issued under this Indenture (as will be specified in such supplemental indenture or indentures);Company; or (3c) to permit or facilitate the issuance of Subordinated Notes in uncertificated or global form, provided any such action will not adversely affect the interests of the Holders; (4) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Subordinated Notes and to add to or change any of the provisions of this Indenture as will be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, in accordance with the requirements of Section 5.10;Securities; or (5d) to cure any ambiguity or defect, to correct or supplement any provision herein that may be defective or that which may be inconsistent with any other provision herein; (6) , or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture; provided that will such action pursuant to this clause (d) shall not adversely affect the interests of the Holders of then Outstanding Subordinated Notes;in any material respect; or (7e) to add any additional Events of Default (as will be specified in such supplemental indenture);for the benefit of the Holders; or (8) f) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities any property or assets; or (g) to decrease the Conversion Price of the Securities; provided, however, that such decrease shall be in accordance with the terms of this Indenture or shall not adversely affect the interests of the Holders; or (h) to supplement any of the provisions provision of this Indenture to such extent as will shall be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge of the Subordinated Notes in accordance with Article III, Securities; provided that such change or modification would not reasonably be expected to adversely affect the interests of the Holders in any material respect; or (i) to make any change or modification necessary in connection with the registration of the Securities under the Securities Act as contemplated in the Registration Rights Agreement; provided that such action will change or modification does not adversely affect the interests of any Holder; (9) to provide for the issuance of Exchange Notes; (10) to conform any provision in this Indenture to the requirements of the Trust Indenture ActHolders; or (11j) to make add or modify any change that does other provision herein with respect to matters or questions arising hereunder which the Company and the Trustee may deem necessary or desirable and which would not reasonably be expected to adversely affect the legal rights under this Indenture interests of the Holders in any Holdermaterial respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Subordinated NotesDebt Securities, the Company (when authorized by or in accordance with a Board Resolution) and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another Person to the Company, and the assumption by any such successor of the obligations and covenants of the Company contained herein and in the Subordinated NotesDebt Securities; (2) to add to the covenants of the Company for the benefit of the Holders (as will be specified in such supplemental indenture or indentures) or to surrender any right or power herein conferred upon the Company with respect to the Subordinated Notes Debt Securities issued under this Indenture (as will be specified in such supplemental indenture or indentures); (3) to establish the form or terms of Debt Securities as contemplated by Section 2.1; (4) to permit or facilitate the issuance of Subordinated Notes Debt Securities in uncertificated or global form, provided any such action will not adversely affect the interests of the Holders; (45) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Subordinated Notes Debt Securities and to add to or change any of the provisions of this Indenture as will be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, in accordance with the requirements of Section 5.10ARTICLE V; (56) to cure any ambiguity or to correct or supplement any provision herein that may be defective or that may be inconsistent with any other provision herein; (67) to make any other provisions with respect to matters or questions arising under this Indenture that will not adversely affect the interests of the Holders of then Outstanding Subordinated NotesDebt Securities; (7) 8) to add any additional Events of Default (as will be specified in such supplemental indenture); (8) 9) to supplement any of the provisions of this Indenture to such extent as will be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge of the Subordinated Notes Debt Securities in accordance with Article ARTICLE III, provided that any such action will not adversely affect the interests of any Holder; (9) to provide for the issuance of Exchange Notes; (10) to conform any provision in this Indenture to the requirements of the Trust Indenture Act; or (11) to make any change that does not adversely affect the legal rights under this Indenture of any Holder.

Supplemental Indentures Without Consent of Holders. Without the consent of The Issuer or any Holders of Subordinated NotesGuarantor (with respect to its Note Guarantee), the Company (when authorized by or in accordance with a the resolutions of the Board Resolution) of Directors, the Trustee and the TrusteeCollateral Agent, at the Issuer’s expense, may from time to time and at any time and from time to time, may enter into an indenture or indentures supplemental hereto or any amendment or supplement to any Notes Documents for one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1a) to evidence the succession of another Person cure any ambiguity, omission, defect or inconsistency; (b) to the Company, and provide for the assumption by any such successor a Successor Company of the covenants obligations of the Company contained herein Issuer under the Indenture and in the Subordinated NotesNotes pursuant to Article 11 hereof; (2c) to add guarantees with respect to the Notes, or to confirm and evidence the release, termination or discharge of any guarantee with respect to the Notes when such release, termination or discharge is provided for under this Indenture or the other Notes Documents, as applicable; (d) to provide for the release of Collateral from the Lien pursuant to this Indenture and the Collateral Documents when permitted or required by this Indenture; (e) to mortgage, pledge, hypothecate or grant any other Lien in favor of the Collateral Agent for its benefit and the benefit of the Secured Parties as additional security for the payment and performance of all or any portion of the Obligations, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture, any of the Collateral Documents or otherwise; (f) to add to the covenants or Events of Default of the Company Issuer for the benefit of the Holders (as will be specified in such supplemental indenture or indentures) or to surrender any right or power herein conferred upon the Company with respect to the Subordinated Notes issued under this Indenture (as will be specified in such supplemental indenture or indentures)Issuer; (3) to permit or facilitate the issuance of Subordinated Notes in uncertificated or global form, provided any such action will not adversely affect the interests of the Holders; (4) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Subordinated Notes and to add to or change any of the provisions of this Indenture as will be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, in accordance with the requirements of Section 5.10; (5) to cure any ambiguity or to correct or supplement any provision herein that may be defective or that may be inconsistent with any other provision herein; (6) to make any other provisions with respect to matters or questions arising under this Indenture that will not adversely affect the interests of the Holders of then Outstanding Subordinated Notes; (7) to add any additional Events of Default (as will be specified in such supplemental indenture); (8) to supplement any of the provisions of this Indenture to such extent as will be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge of the Subordinated Notes in accordance with Article III, provided that any such action will not adversely affect the interests of any Holder; (9g) to provide for an adjustment to the Conversion Rate of the Notes as required or permitted by the Indenture; (h) to evidence any change in the Trustee as permitted by the Indenture; (i) to reflect the issuance of Exchange Notesadditional Notes as permitted by the Indenture; (10j) to conform any provision in this Indenture irrevocably elect a Settlement Method or a Specified Dollar Amount, or to eliminate the requirements of the Trust Indenture Act; orIssuer’s right to elect a Settlement Method; (11k) to make any change that does not adversely affect the legal rights under this Indenture of any HolderHolder in any material respect (as determined in good faith by the Issuer and evidenced by an Officer’s Certificate); (l) in connection with any Share Exchange Event, to provide that the Notes are convertible into Reference Property, subject to the provisions of Section 14.02, and make such related changes to the terms of the Notes to the extent expressly required by Section 14.07 (as determined in good faith by the Issuer and evidenced by an Officer’s Certificate); (m) to comply with the rules of the Depositary; or (n) to provide for the acceptance of appointment by a successor trustee pursuant to Section 6.10 of the Base Indenture or facilitate the administration of the trusts under the Indenture by more than one Trustee. Upon the written request of the Issuer, the Trustee and the Collateral Agent are hereby authorized to join with the Issuer in the execution of any such supplemental indenture or any amendment or supplement to any Notes Document, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to, but may in their discretion, enter into any supplemental indenture or any amendment or supplement to any Notes Document that affects the Trustee’s or the Collateral Agent’s own rights, duties or immunities under the Indenture or otherwise. Any supplemental indenture or any amendment or supplement to any Notes Document authorized by the provisions of this Section 10.02 may be executed by the Issuer, the Trustee and the Collateral Agent without the consent of the Holders of any of the Notes at the time Outstanding, notwithstanding any of the provisions of Section 10.03.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Subordinated NotesHolders, the Company (Company, when authorized by or in accordance with a Board Resolution) , and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1a) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants of the Company contained herein and in the Subordinated Notes; (2b) to add to the covenants of the Company for the benefit of the Holders (as will be specified in such supplemental indenture or indentures) Holders, or to surrender any right or power herein conferred upon the Company with respect to the Subordinated Notes issued under this Indenture (as will be specified in such supplemental indenture or indentures)Company; (3c) to permit or facilitate grant additional security for the issuance of Subordinated Notes in uncertificated or global form, provided any such action will not adversely affect the interests of the HoldersNotes; (4) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Subordinated Notes and to add to or change any of the provisions of this Indenture as will be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, in accordance with the requirements of Section 5.10; (5d) to cure any ambiguity or ambiguity, to correct or supplement any provision herein that may be defective or that which may be inconsistent with any other provision herein; (6) , or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture; provided that will such action pursuant to this clause (d) shall not adversely affect the interests of the Holders of then Outstanding Subordinated Notesin any material respect; (7e) to add name any additional Events of Default (as will be specified Agent, Depositary or Registrar in such supplemental indenture)accordance with the terms hereof; (8) f) to supplement any of change the provisions of this Indenture to such extent as will be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge of the Subordinated Notes Trustee in accordance with Article III, provided that any such action will not adversely affect the interests of any Holder; (9) to provide for the issuance of Exchange Notes; (10) to conform any provision in this Indenture to the requirements of the Trust Indenture Actterms hereof; or (11g) to make any change to comply with any requirement of the Commission in order to effect or maintain the qualification of this Indenture under the TIA. Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 8.03 hereof, the Trustee shall join with the Company in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that does may be therein contained, but the Trustee shall not adversely affect the legal rights be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture of any Holderor otherwise.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Subordinated Notes, the Company The Owner Trustee (when authorized by or in accordance with a Board Resolutionthe Owner Participant) and the Indenture Trustee, at any time and from time to timewithout consent of the Holders, may enter into an indenture or indentures supplemental hereto for one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1a) to convey, transfer, assign, mortgage or pledge any property or assets to the Indenture Trustee as security for the Certificates; (b) to evidence the succession of another Person corporation to the CompanyOwner Trustee or successive successions, and the assumption by any such the successor corporation of the covenants covenants, agreements and obligations of the Company contained Owner Trustee herein and in the Subordinated NotesCertificates; (2c) to add to the covenants of the Company Owner Trustee such further covenants, restrictions, conditions or provisions as it and the Indenture Trustee shall consider to be for the benefit protection of the Holders (as will be specified Holders, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Indenture Event of Default permitting the enforcement of all or any of the several remedies provided herein; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or indentureslonger than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Indenture Event of Default or may limit the remedies available to the Indenture Trustee upon such an Indenture Event of Default or may limit the right of not less than the Majority in Interest of Certificate Holders to waive such an Indenture Event of Default; (d) to surrender any right or power conferred herein conferred upon the Company with respect to Owner Trustee or the Subordinated Notes issued under this Indenture (as will be specified in such supplemental indenture or indentures)Owner Participant; (3) to permit or facilitate the issuance of Subordinated Notes in uncertificated or global form, provided any such action will not adversely affect the interests of the Holders; (4) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Subordinated Notes and to add to or change any of the provisions of this Indenture as will be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, in accordance with the requirements of Section 5.10; (5e) to cure any ambiguity or to correct or supplement any provision contained herein that or in any supplemental indenture which may be defective or that may be inconsistent with any other provision herein; (6) contained herein or in any supplemental indenture; or to make any such other provisions with respect in regard to matters or questions arising under this Indenture that will or under any supplemental indenture as the Owner Trustee may deem necessary or desirable and which shall not adversely affect the interests of the Holders of then Outstanding Subordinated NotesHolders; (7f) to add correct or amplify the description of any additional Events property at any time subject to the Lien of Default (this Indenture or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subject to the Lien of this Indenture or to subject Replacement Airframe or Replacement Engines to the Lien of this Indenture in accordance with the provisions hereof or with the Lease or to release from the Lien of this Indenture property that has been substituted on or removed from the Aircraft as will contemplated in Section 3.07 hereof; provided that supplements to this Indenture entered into for the purpose of subjecting Replacement Airframe or Replacement Engines to the Lien of this Indenture need only be specified in such supplemental indenture)executed by the Owner Trustee and the Indenture Trustee; (8) g) to supplement any provide for the issuance under this Indenture of Certificates in coupon form (including Certificates registrable as to principal only) and to provide for exchangeability of such Certificates with Certificates issued hereunder in fully registered form, and to make all appropriate changes for such purpose; (h) to effect the re-registration of the provisions of this Indenture Aircraft pursuant to such extent as will be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge Section 6.03(b) of the Subordinated Notes in accordance with Article IIIParticipation Agreement; (i) to add, provided that eliminate or change any provision hereunder so long as such action will shall not adversely affect the interests of any Holder;the Holders; and (9j) to provide for effect the issuance amendments contemplated by Section 2.03 of Exchange Notes; (10) to conform any provision in this Indenture the Participation Agreement, subject to the requirements limitations set forth therein. The Indenture Trustee is hereby authorized to join in the execution of the Trust Indenture Act; or (11) any such supplemental indenture, to make any change that does further appropriate agreements and stipulations which may be contained therein and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Indenture Trustee shall not be obligated to enter into any such supplemental indenture which adversely affect affects the legal rights Indenture Trustee's own rights, duties or immunities under this Indenture or otherwise. Any such supplemental indenture may be executed without the consent of the Holders of Outstanding Certificates, notwithstanding any Holderof the provisions of Section 13.02 hereof.

Supplemental Indentures Without Consent of Holders. Without With respect to the Notes, without the consent of any Holders of Subordinated NotesHolder, the Company (when authorized by or in accordance with a Board Resolution) Company, any Subsidiary Guarantors and the Trustee, at any time Trustee may amend the Indenture and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposesNotes to: (1) to evidence the succession of another Person to the Companycure any ambiguity, and the assumption by any such successor of the covenants of the Company contained herein and in the Subordinated Notesomission, defect or inconsistency; (2) provide for the assumption by a successor Person of the obligations of the Company or any Subsidiary Guarantor under the Indenture; (3) provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f) (2) (B) of the Code); (4) add Guarantees with respect to the Notes or release a Subsidiary Guarantor from its obligations under its Subsidiary Guarantee or the Indenture in accordance with the applicable provisions of the Indenture; (5) secure the Notes; (6) add to the covenants of the Company for the benefit of the Holders (as will be specified in such supplemental indenture or indentures) or to surrender any right or power herein conferred upon the Company with respect to the Subordinated Notes issued under this Indenture (as will be specified in such supplemental indenture or indentures); (3) to permit or facilitate the issuance of Subordinated Notes in uncertificated or global form, provided any such action will not adversely affect the interests of the Holders; (4) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Subordinated Notes and to add to or change any of the provisions of this Indenture as will be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, in accordance with the requirements of Section 5.10; (5) to cure any ambiguity or to correct or supplement any provision herein that may be defective or that may be inconsistent with any other provision herein; (6) to make any other provisions with respect to matters or questions arising under this Indenture that will not adversely affect the interests of the Holders of then Outstanding Subordinated NotesCompany; (7) to add any additional Events of Default (as will be specified in such supplemental indenture); (8) to supplement any of the provisions of this Indenture to such extent as will be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge of the Subordinated Notes in accordance with Article III, provided that any such action will not adversely affect the interests of any Holder; (9) to provide for the issuance of Exchange Notes; (10) to conform any provision in this Indenture to the requirements of the Trust Indenture Act; or (11) to make any change that does not adversely affect the legal rights under this Indenture of any Holder; (8) comply with any requirement of the Commission in connection with the qualification of the Indenture under the Trust Indenture Act; (9) provide for the appointment of a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms of the Indenture; or (10) conform the text of the Indenture, the Notes or the Subsidiary Guarantees to any provision of the “Description of Notes” contained in the Prospectus Supplement to the extent that such provision in the “Description of Notes” contained in the Prospectus Supplement is intended to be a verbatim recitation of a provision of the Indenture, the Notes or the Subsidiary Guarantees. After an amendment under this Section 5.02 becomes effective, the Company shall mail to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 5.02.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Subordinated Notes, the Company (when authorized by or in accordance with a Board Resolution) and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, hereto for any of the following purposes: (1) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company contained herein and in the Subordinated Notes; (2) to add to the covenants of the Company for the benefit of the Holders (as will be specified in such supplemental indenture or indentures) or to surrender any right or power herein conferred upon the Company with respect to the Subordinated Notes issued under this Indenture (as will be specified in such supplemental indenture or indentures); (3) to permit or facilitate the issuance of Subordinated Notes in uncertificated or global form, provided any such action will not adversely affect the interests of the Holders; (4) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Subordinated Notes and to add to or change any of the provisions of this Indenture as will be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, in accordance with the requirements of Section 5.10; (5) to cure any ambiguity or to correct or supplement any provision herein that may be defective or that may be inconsistent with any other provision herein; (6) to make any other provisions with respect to matters or questions arising under this Indenture that will not adversely affect the interests of the Holders of then Outstanding Subordinated NotesNotes in any material respect; (7) to add any additional Events of Default (as will be specified in such supplemental indenture); (8) to supplement any of the provisions of this Indenture to such extent as will be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge of the Subordinated Notes in accordance with Article III, provided that any such action will not adversely affect the interests of any HolderHolder in any material respect; (9) to provide for the issuance of Exchange Notes; (10) to conform any provision in this Indenture to the requirements of the Trust Indenture Act; or (11) to make any change that does not adversely affect the legal rights under this Indenture of any Holder.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Subordinated NotesHolders, the Company (Guarantor, when authorized by or in accordance with pursuant to a Board Resolution) , the Partnership and the Security Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Security Trustee, for any of the following purposes: (1a) to evidence the succession of another Person to the Company, Guarantor and the assumption by any such successor of the covenants of the Company Guarantor contained herein and in the Subordinated Notes;or to add another Person as a guarantor hereunder (with such Person thereafter becoming a Guarantor for purposes of this Guarantee); or (2b) to add to the covenants of the Company for the benefit of the Holders (as will be specified in such supplemental indenture or indentures) Guarantor or to surrender any right or power herein conferred upon the Company with respect Guarantor, both of which in the opinion of the Security Trustee, relying upon an Opinion of Counsel, is for the benefit of Holders or is not prejudicial to the Subordinated Notes issued under this Indenture (as will be specified rights of Holders in such supplemental indenture or indentures);any material respect; or (3c) to permit or facilitate the issuance add any additional Events of Subordinated Notes in uncertificated or global form, provided any such action will not adversely affect the interests of the Holders;Default; or (4d) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee trustee with respect to the Subordinated Notes this Guarantee and to add to or change any of the provisions of this Indenture Guarantee as will shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trusteetrustee, in accordance with pursuant to the requirements of Section 5.10;5.11; or (5e) to cure any ambiguity or ambiguity, to correct or supplement any provision herein that may be defective or that which may be inconsistent with any other provision herein; (6) , or to make any other provisions with respect to matters or questions arising under this Indenture that will Guarantee, which in the opinion of the Security Trustee, relying upon an Opinion of Counsel, shall not adversely affect the interests of the Holders of then Outstanding Subordinated Notes;in any material respect; or (7f) to add any additional Events of Default (as will be specified in such supplemental indenture); (8) to supplement any of the provisions of this Indenture Guarantee to such extent as will shall be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge termination of this Guarantee pursuant to Section 4.1; provided that in the opinion of the Subordinated Notes in accordance with Article IIISecurity Trustee, provided that relying upon an Opinion of Counsel, any such action will (other than any action permitted by Section 4.1) shall not adversely affect the interests of the Holders in any Holder; (9) to provide for the issuance of Exchange Notes; (10) to conform any provision in this Indenture to the requirements of the Trust Indenture Act; or (11) to make any change that does not adversely affect the legal rights under this Indenture of any Holdermaterial respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Subordinated NotesHolders, the Company (Company, when authorized by or in accordance with pursuant to a Board Resolution) Resolution and the Trustee, Trustee at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (1a) to evidence the succession of another Person corporation to the Company, Company and the assumption by any such successor of the covenants and obligations of the Company contained herein and in the Subordinated Notes;Securities; or (2b) to add to the covenants of the Company for the benefit of the Holders (as will be specified in such supplemental indenture or indentures) of the Securities or to surrender any right or power herein conferred upon the Company Company; provided, however, that in respect of any such additional covenant such supplemental indenture may provide for a particular period of grace after Default (which period may be shorter or longer than that allowed in the case of other Defaults) or may limit the remedies available to the Trustee upon such Default; or (c) to add any additional Events of Default with respect to the Subordinated Notes issued under this Indenture (as will be specified in such supplemental indenture or indentures);Securities; or (3d) to permit or facilitate secure the issuance of Subordinated Notes in uncertificated or global form, provided any such action will not adversely affect the interests of the Holders;Securities; or (4e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Subordinated Notes and to add to or change any of the provisions of this Indenture as will shall be necessary to provide for or facilitate the administration of the trusts trust hereunder by more than one the Trustee, in accordance with pursuant to the requirements of Section 5.107.11 herein; or (f) to qualify or maintain the qualification of the Indenture under the TIA; (5g) if allowed without penalty under applicable laws and regulations, to cure any ambiguity or permit payment in respect of the Securities in bearer form in the United States; or (h) to correct or supplement any provision herein that may be defective or that which may be inconsistent with any other provision herein; (6) herein or to make any other provisions with respect to matters or questions arising under this Indenture that will Indenture, provided such action shall not adversely affect the interests of the Holders of then Outstanding Subordinated Notes;Securities affected thereby; or (7i) to add cure an ambiguity or correct any additional Events of Default (as will be specified in such supplemental indenture); (8) to supplement any of the provisions of this Indenture to such extent as will be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge of the Subordinated Notes in accordance with Article IIImistake, provided that any such action will shall not adversely affect the interests of any Holder; (9) to provide for the issuance Holders of Exchange Notes; (10) to conform any provision in this Indenture to the requirements of the Trust Indenture ActSecurities; or (11j) to make any change that does not adversely affect add a Subsidiary Guarantor or remove a Subsidiary Guarantor, which, in accordance with the legal rights under terms of this Indenture Indenture, ceases to be liable in respect of any Holderits Subsidiary Guarantee.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Subordinated Notes, the Company (when authorized by or in accordance with a Board Resolution) and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another Person to the Company, or successive successions, and the assumption by any such successor of the covenants of the Company contained herein and in the Subordinated Notes; (2) to add to the covenants of the Company for the benefit of the Holders (as will be specified in such supplemental indenture or indentures) or to surrender any right or power herein conferred upon the Company with respect to the Subordinated Notes issued under this Indenture (as will be specified in such supplemental indenture or indentures); (3) to permit or facilitate the issuance of Subordinated Notes in uncertificated or global form, provided any such action will not adversely affect the interests of the Holders; (4) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Subordinated Notes and to add to or change any of the provisions of this Indenture as will be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, in accordance with the requirements of Section 5.10; (5) to cure any ambiguity or to correct or supplement any provision herein that may be defective or that may be inconsistent with any other provision herein; (6) to make any other provisions with respect to matters or questions arising under this Indenture that will not adversely affect the interests of the Holders of then Outstanding Subordinated NotesNotes in any material respect; (7) to add any additional Events of Default (as will be specified in such supplemental indenture); (8) to supplement any of the provisions of this Indenture to such extent as will be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge of the Subordinated Notes in accordance with Article III, provided that any such action will not adversely affect the interests of any HolderHolder in any material respect; (9) to provide for the issuance of Exchange Notes; (10) to conform any provision in this Indenture to the requirements of the Trust Indenture Act; or (11) to make any change that does not adversely affect the legal rights under this Indenture of any Holder.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Subordinated NotesHolders, the Company (Company, when authorized by or in accordance with a Board Resolution) , and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1i) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants covenants, agreements and obligations of the Company contained herein and in the Subordinated Notes;; or (2ii) to add to the covenants of the Company for the benefit of the Holders (as will be specified in such supplemental indenture or indentures) Holders, or to surrender any right or power herein conferred upon the Company with respect to the Subordinated Notes issued under this Indenture (as will be specified in such supplemental indenture or indentures);Company; or (3) to permit or facilitate the issuance of Subordinated Notes in uncertificated or global form, provided any such action will not adversely affect the interests of the Holders; (4iii) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Subordinated Notes and to add to or change any of the provisions of this Indenture as will be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, in accordance with the requirements of Section 5.10;Notes; or (5iv) to cure any ambiguity or defect, to correct or supplement any provision herein that may be defective or that which may be inconsistent with any other provision herein; (6) , or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture, provided that will such action pursuant to this clause (iv) shall not adversely affect the rights of the Holders in any material respect; or (v) to add any additional Events of Default for the benefit of the Holders; or (vi) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Notes any property or assets; or (vii) to supplement any provision of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance or discharge of the Notes; provided that such change or modification does not adversely affect the interests of the Holders of then Outstanding Subordinated the Notes;; or (7viii) to add add, change or eliminate any additional Events of Default (as will be specified in such supplemental indenture); (8) to supplement any of the provisions provision of this Indenture to such extent as will be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge of the Subordinated Notes in accordance with Article III, Indenture; provided that any the Company deems such action will necessary or advisable and that such action does not adversely affect the interests of any Holder;Holder of Notes in any material respect; or (9ix) to add, change or eliminate any provision of this Indenture in accordance with the Trust Indenture Act; provided that such action does not adversely affect the interests of any Holder of Notes; or (x) to provide for the issuance of Exchange additional debt securities of any series ranking equally with the Notes; (10) to conform any provision in this Indenture to the requirements of the Trust Indenture Act; or (11xi) to make provide for guaranty by any change that does not adversely affect the legal rights under this Indenture of any HolderSubsidiary in accordance with Section 3.12 hereof.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Subordinated NotesHolders, the Company (Guarantor, when authorized by or in accordance with pursuant to a Board Resolution) , the Corporation and the Security Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Security Trustee, for any of the following purposes: (1a) to evidence the succession of another Person to the Company, Guarantor and the assumption by any such successor of the covenants of the Company Guarantor contained herein and in the Subordinated Notes;or to add another Person as a guarantor hereunder (with such Person thereafter becoming a Guarantor for purposes of this Guarantee); or (2b) to add to the covenants of the Company for the benefit of the Holders (as will be specified in such supplemental indenture or indentures) Guarantor or to surrender any right or power herein conferred upon the Company with respect Guarantor, both of which in the opinion of the Security Trustee, relying upon an Opinion of Counsel, is for the benefit of Holders or is not prejudicial to the Subordinated Notes issued under this Indenture (as will be specified rights of Holders in such supplemental indenture or indentures);any material respect; or (3c) to permit or facilitate the issuance add any additional Events of Subordinated Notes in uncertificated or global form, provided any such action will not adversely affect the interests of the Holders;Default; or (4d) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee trustee with respect to the Subordinated Notes this Guarantee and to add to or change any of the provisions of this Indenture Guarantee as will shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trusteetrustee, in accordance with pursuant to the requirements of Section 5.10;5.11; or (5e) to cure any ambiguity or ambiguity, to correct or supplement any provision herein that may be defective or that which may be inconsistent with any other provision herein; (6) , or to make any other provisions with respect to matters or questions arising under this Indenture that will Guarantee, which in the opinion of the Security Trustee, relying upon an Opinion of Counsel, shall not adversely affect the interests of the Holders of then Outstanding Subordinated Notes;in any material respect; or (7f) to add any additional Events of Default (as will be specified in such supplemental indenture); (8) to supplement any of the provisions of this Indenture Guarantee to such extent as will shall be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge termination of this Guarantee pursuant to Section 4.1; provided that in the opinion of the Subordinated Notes in accordance with Article IIISecurity Trustee, provided that relying upon an Opinion of Counsel, any such action will (other than any action permitted by Section 4.1) shall not adversely affect the interests of the Holders in any Holder; (9) to provide for the issuance of Exchange Notes; (10) to conform any provision in this Indenture to the requirements of the Trust Indenture Act; or (11) to make any change that does not adversely affect the legal rights under this Indenture of any Holdermaterial respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders Holders, each of Subordinated Notes, the Company (when authorized by or in accordance with a Board Resolution) and Parent and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1i) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants covenants, agreements and obligations of the Company contained herein and in the Subordinated Notes; (2ii) to evidence the succession of another Person to Parent and the assumption by any such successor of the covenants, agreements and obligations of Parent herein and in the Notes and the Parent Guarantee; (iii) to add to the covenants of the Company and Parent for the benefit of the Holders (as will be specified in such supplemental indenture or indentures) Holders, or to surrender any right or power herein conferred upon the Company with respect to or the Subordinated Notes issued under this Indenture (as will be specified in such supplemental indenture or indentures)Parent; (3iv) to permit or facilitate add any additional Events of Default for the issuance of Subordinated Notes in uncertificated or global form, provided any such action will not adversely affect the interests benefit of the Holders; (4v) to add, change or eliminate any provision of this Indenture applying to the Notes; provided that the Company deems such action necessary or advisable and that such action does not materially adversely affect the interests of any Holder of the Notes; (vi) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Subordinated Notes and or to add to or change any of provision to the provisions of this Indenture as will be extent necessary to provide appoint a separate Trustee for or facilitate the administration of the trusts hereunder by more than one Trustee, in accordance with the requirements of Section 5.10Notes; (5vii) to cure any ambiguity or defect, to correct or supplement any provision herein that may be defective or that which may be inconsistent with any other provision herein; (6) , or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture, provided that such action pursuant to this clause (vii) does not materially adversely affect the rights of the Holders of the Notes (in which case the Company will deliver to the Trustee an Officers’ Certificate confirming the same); (viii) to supplement any provision of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance or discharge of the Notes; provided that such change or modification does not materially adversely affect the interests of the Holders of then Outstanding Subordinated the Notes; (7ix) to add add, change or eliminate any additional Events of Default (as will be specified in such supplemental indenture); (8) to supplement any of the provisions provision of this Indenture to such extent as will be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge of the Subordinated Notes in accordance with Article III, the Trust Indenture Act in connection with or following qualification thereunder; provided that any such action will does not materially adversely affect the interests of any HolderHolder of Notes; (9x) to convey, transfer, assign, mortgage or pledge to the Trustee as collateral security for the Notes any property or assets or to release collateral in accordance with Section 4.07; (xi) to provide for or release Guarantors in accordance with Section 4.08; (xii) to provide for the issuance of Exchange Additional Notes ranking equally with the Notes in all respects (other than (A) the payment of interest accruing prior to the issue date of such Additional Notes and (B) the first payment of interest following the issue date of such Additional Notes); provided that if such Additional Notes are not fungible with the Original Notes for U.S. federal income tax purposes, then such Additional Notes shall have a separate CUSIP number from the Original Notes; (10xiii) to conform any provision in of this Indenture to the requirements “Description of Notes” contained in the Trust Indenture ActFinal Offering Memorandum dated January 31, 2017 relating to the Notes (in which case the Company will deliver to the Trustee an Officers’ Certificate confirming the same); or (11xiv) to make any change in the Parent Guarantee that does would not adversely affect the legal rights under this Indenture of any HolderHolders.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Subordinated Notes, the Company (when authorized by or in accordance with a Board Resolution) and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any one or more of the following purposes: (1) to evidence the succession of another Person to the Company, or successive successions, and the assumption by any such successor of the covenants of the Company contained herein and in the Subordinated Notes; (2) to add to the covenants of the Company for the benefit of the Holders (as will be specified in such supplemental indenture or indentures) or to surrender any right or power herein conferred upon the Company with respect to the Subordinated Notes issued under this Indenture (as will be specified in such supplemental indenture or indentures); (3) to permit or facilitate the issuance of Subordinated Notes in uncertificated or global form, provided any such action will not adversely affect the interests of the Holders; (4) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Subordinated Notes and to add to or change any of the provisions of this Indenture as will be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, in accordance with the requirements of Section 5.10; (5) to cure any ambiguity or to correct or supplement any provision herein that may be defective or that may be inconsistent with any other provision herein; (6) to make any other provisions with respect to matters or questions arising under this Indenture that will not materially and adversely affect the interests of the Holders of then Outstanding Subordinated Notes; (7) to add any additional Events of Default (as will be specified in such supplemental indenture); (8) to supplement any of the provisions of this Indenture to such extent as will be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge of the Subordinated Notes in accordance with Article III, provided that any such action will not adversely affect the interests of any Holder; (9) to provide for the issuance of Exchange Notes; (10) to conform any provision in this Indenture to the requirements of the Trust Indenture Act; or (11) to make any change that does not adversely affect the legal rights under this Indenture of any Holder.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Subordinated NotesHolders, the Company (Company, when authorized by or in accordance with a Board Resolution) , and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (1a) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants of the Company contained herein and in the Subordinated NotesDebentures; (2b) to add to the covenants of the Company for the benefit of the Holders (as will be specified in such supplemental indenture or indentures) Holders, or to surrender any right or power herein conferred upon the Company Company; (c) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to the Subordinated Notes issued matters or questions arising under this Indenture (as will that shall not be specified in such supplemental indenture or indentures); (3) to permit or facilitate inconsistent with the issuance provisions of Subordinated Notes in uncertificated or global formthis Indenture; provided, provided any that such action will pursuant to this clause shall not adversely affect the interests of the HoldersHolders of the Debentures in any material respect or, so long as any of the Trust Preferred Securities shall remain outstanding, the holders of the Trust Preferred Securities (a supplemental indenture specifying procedures to deal with fractional interests in Debentures in connection with any redemption of fewer than all the outstanding Debentures will not be deemed to have any such material adverse effect); (4d) to make provision for transfer procedures, certification, the form of restricted securities legends, if any, to be placed on Debentures, and all other matters required pursuant to Section 3.5(b) or otherwise necessary, desirable or appropriate in connection with the issuance of Debentures to holders of Trust Preferred Securities in the event of a distribution of Debentures by the Trust upon the occurrence of a Dissolution Event; (e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Subordinated Notes Debentures and to add to or change any of the provisions of this Indenture as will shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, in accordance pursuant to the requirements of Section 6.11(b); or (f) to comply with the requirements of Section 5.10; (5) the Commission in order to cure any ambiguity effect or to correct or supplement any provision herein that may be defective or that may be inconsistent with any other provision herein; (6) to make any other provisions with respect to matters or questions arising under this Indenture that will not adversely affect maintain the interests of the Holders of then Outstanding Subordinated Notes; (7) to add any additional Events of Default (as will be specified in such supplemental indenture); (8) to supplement any of the provisions qualification of this Indenture to such extent as will be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge of the Subordinated Notes in accordance with Article III, provided that any such action will not adversely affect the interests of any Holder; (9) to provide for the issuance of Exchange Notes; (10) to conform any provision in this Indenture to the requirements of under the Trust Indenture Act; or (11) to make any change that does not adversely affect the legal rights under this Indenture of any Holder.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Subordinated NotesHolders, the Company (Company, when authorized by or in accordance with a Board Resolution) , and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1i) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants of the Company contained herein and in the Subordinated Notes;Securities; or (2ii) to add to the covenants of the Company for the benefit of the Holders (as will be specified in such supplemental indenture or indentures) Holders, or to surrender any right or power herein conferred upon the Company with respect to the Subordinated Notes issued under this Indenture (as will be specified in such supplemental indenture or indentures);Company; or (3iii) to permit or facilitate the issuance of Subordinated Notes in uncertificated or global form, provided any such action will not adversely affect the interests of the Holders; (4) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Subordinated Notes and to add to or change any of the provisions of this Indenture as will be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, in accordance with the requirements of Section 5.10;Securities; or (5iv) to cure any ambiguity or defect, to correct or supplement any provision herein that may be defective or that which may be inconsistent with any other provision herein; (6) , or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture; provided that will such action pursuant to this clause (iv) shall not adversely affect the interests of the Holders in any material respect; or (v) to add any additional Events of Default for the benefit of the Holders; or (vi) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities any property or assets; or (vii) to increase the Conversion Rate of the Securities; provided, however, that such increase shall be in accordance with the terms of this Indenture or shall not adversely affect the interests of the Holders of then Outstanding Subordinated Notes;the Securities; or (7viii) to add any additional Events of Default (as will be specified in such supplemental indenture); (8) to supplement any of the provisions provision of this Indenture to such extent as will shall be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge of the Subordinated Notes in accordance with Article III, Securities; provided that any such action will change or modification does not adversely affect the interests of any Holder; (9) to provide for the issuance of Exchange Notes; (10) to conform any provision in this Indenture to the requirements Holders of the Trust Indenture ActSecurities; or (11ix) to make any change or modification necessary in connection with the registration of the Securities under the Securities Act as contemplated in the Registration Rights Agreement; provided that such change or modification does not adversely affect the legal rights under this Indenture interests of the Holders of Securities; or (x) to add or modify any Holderother provision herein with respect to matters or questions arising hereunder which the Company and the Trustee may deem necessary or desirable and which would not reasonably be expected to adversely affect the interests of the Holders of Securities in any material respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Subordinated Notes, the Company The Owner Trustee (when authorized by or in accordance with a Board Resolutionthe Owner Participant) and the Indenture Trustee, at any time and from time to timewithout consent of the Holders, may enter into an indenture or indentures supplemental hereto for one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1a) to convey, transfer, assign, mortgage or pledge any property or assets to the Indenture Trustee as security for the Certificates; (b) to evidence the succession of another Person corporation to the CompanyOwner Trustee or successive successions, and the assumption by any such the successor corporation of the covenants covenants, agreements and obligations of the Company contained Owner Trustee herein and in the Subordinated NotesCertificates; (2c) to add to the covenants of the Company Owner Trustee such further covenants, restrictions, conditions or provisions as it and the Indenture Trustee shall consider to be for the benefit protection of the Holders (as will be specified Holders, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Indenture Event of Default permitting the enforcement of all or any of the several remedies provided herein; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or indentureslonger than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Indenture Event of Default or may limit the remedies available to the Indenture Trustee upon such an Indenture Event of Default or may limit the right of not less than the Majority in Interest of Certificate Holders to waive such an Indenture Event of Default; (d) to surrender any right or power conferred herein conferred upon the Company with respect to Owner Trustee or the Subordinated Notes issued under this Indenture (as will be specified in such supplemental indenture or indentures)Owner Participant; (3) to permit or facilitate the issuance of Subordinated Notes in uncertificated or global form, provided any such action will not adversely affect the interests of the Holders; (4) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Subordinated Notes and to add to or change any of the provisions of this Indenture as will be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, in accordance with the requirements of Section 5.10; (5e) to cure any ambiguity or to correct or supplement any provision contained herein that or in any supplemental indenture which may be defective or that may be inconsistent with any other provision herein; (6) contained herein or in any supplemental indenture; or to make any such other provisions with respect in regard to matters or questions arising under this Indenture that will or under any supplemental indenture as the Owner Trustee may deem necessary or desirable and which shall not adversely affect the interests of the Holders of then Outstanding Subordinated NotesHolders; (7f) to add correct or amplify the description of any additional Events property at any time subject to the Lien of Default (this Indenture or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subject to the Lien of this Indenture or to subject replacement airframe or Replacement Engines to the Lien of this Indenture in accordance with the provisions hereof or with the Lease or to release from the Lien of this Indenture property that has been substituted on or removed from the Aircraft as will contemplated in Section 3.07 hereof; provided that supplements to this Indenture entered into for the purpose of subjecting replacement airframe or Replacement Engines to the Lien of this Indenture need only be specified in such supplemental indenture)executed by the Owner Trustee and the Indenture Trustee; (8) g) to supplement any provide for the issuance under this Indenture of Certificates in coupon form (including Certificates registrable as to principal only) and to provide for exchangeability of such Certificates with Certificates issued hereunder in fully registered form, and to make all appropriate changes for such purpose; (h) to effect the re-registration of the provisions of this Indenture Aircraft pursuant to such extent as will be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge Section 6.03(b) of the Subordinated Notes in accordance with Article IIIParticipation Agreement; and (i) to add, provided that eliminate or change any provision hereunder so long as such action will shall not adversely affect the interests of the Holders. The Indenture Trustee is hereby authorized to join in the execution of any Holder; (9) to provide for the issuance of Exchange Notes; (10) to conform any provision in this Indenture to the requirements of the Trust Indenture Act; or (11) such supplemental indenture, to make any change that does further appropriate agreements and stipulations which may be contained therein and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Indenture Trustee shall not be obligated to enter into any such supplemental indenture which adversely affect affects the legal rights Indenture Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture may be executed without the consent of the Holders of Outstanding Certificates, notwithstanding any Holderof the provisions of Section 13.02 hereof.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Subordinated NotesHolders, the Company (Company, when authorized by or in accordance with a Board Resolution) , and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1i) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants of the Company contained herein and in the Subordinated Notes;Securities; or (2ii) to add to the covenants of the Company for the benefit of the Holders (as will be specified in such supplemental indenture or indentures) Holders, or to surrender any right or power herein conferred upon the Company with respect to the Subordinated Notes issued under this Indenture (as will be specified in such supplemental indenture or indentures);Company; or (3iii) to permit or facilitate the issuance of Subordinated Notes in uncertificated or global form, provided any such action will not adversely affect the interests of the Holders; (4) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Subordinated Notes and to add to or change any of the provisions of this Indenture as will be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, in accordance with the requirements of Section 5.10;Securities; or (5iv) to cure any ambiguity or defect, to correct or supplement any provision herein that may be defective or that which may be inconsistent with any other provision herein; (6) , or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture, provided that will such action pursuant to this clause (iv) shall not adversely affect the interests of the Holders in any material respect; or (v) to add any additional Events of Default for the benefit of the Holders; or (vi) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities any property or assets; or (vii) to increase the Conversion Rate of the Securities; provided, however, that such increase shall be in accordance with the terms of this Indenture or shall not adversely affect the interests of the Holders of then Outstanding Subordinated Notes;the Securities; or (7viii) to add any additional Events of Default (as will be specified in such supplemental indenture); (8) to supplement any of the provisions provision of this Indenture to such extent as will shall be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge of the Subordinated Notes in accordance with Article III, Securities; provided that any such action will change or modification does not adversely affect the interests of any Holder; (9) to provide for the issuance of Exchange Notes; (10) to conform any provision in this Indenture to the requirements Holders of the Trust Indenture ActSecurities; or (11ix) to make any change or modification necessary in connection with the registration of the Securities under the Securities Act as contemplated in the Registration Rights Agreement; provided that such change or modification does not adversely affect the legal rights under this Indenture interests of the Holders of Securities; or (x) to add or modify any Holderother provision herein with respect to matters or questions arising hereunder which the Company and the Trustee may deem necessary or desirable and which would not reasonably be expected to adversely affect the interests of the Holders of Securities in any material respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Subordinated NotesHolders, the Company (Company, when authorized by or in accordance with a Board Resolution) , and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1a) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants of the Company contained herein and in the Subordinated Notes; (2b) to add to the covenants of the Company for the benefit of the Holders (as will be specified in such supplemental indenture or indentures) Holders, or to surrender any right or power herein conferred upon the Company with respect to the Subordinated Notes issued under this Indenture (as will be specified in such supplemental indenture or indentures)Company; (3c) to permit or facilitate grant additional security for the issuance of Subordinated Notes in uncertificated or global form, provided any such action will not adversely affect the interests of the HoldersNotes; (4) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Subordinated Notes and to add to or change any of the provisions of this Indenture as will be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, in accordance with the requirements of Section 5.10; (5d) to cure any ambiguity or ambiguity, to correct or supplement any provision herein that may be defective or that which may be inconsistent with any other provision herein; (6) , or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture; provided that will such action pursuant to this clause (d) shall not adversely affect the interests of the Holders of then Outstanding Subordinated Notesin any material respect; (7e) to add name any additional Events of Default (as will be specified Agent, Depositary or Registrar in such supplemental indenture)accordance with the terms hereof; (8) f) to supplement any of change the provisions of this Indenture to such extent as will be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge of the Subordinated Notes Trustee in accordance with Article III, provided that any such action will not adversely affect the interests of any Holder; (9) to provide for the issuance of Exchange Notes; (10) to conform any provision in this Indenture to the requirements of the Trust Indenture Actterms hereof; or (11g) make any change to comply with any requirement of the Commission in order to effect or maintain the qualification of this Indenture under the TIA. Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 5.03 hereof, the Trustee shall join with the Company in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any change further appropriate agreements and stipulations that does may be therein contained, but the Trustee shall not adversely affect the legal rights be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture of any Holderor otherwise.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Subordinated NotesSecurities, the Company (Company, when authorized by or in accordance with pursuant to a Board Resolution) , and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1a) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants of the Company contained herein and in the Subordinated NotesSecurities issued hereunder; (2b) to add to the covenants of the Company for the equal and ratable benefit of the Holders (as will be specified in such supplemental indenture or indentures) or to surrender any right right, power or power option herein conferred upon the Company; (c) to add any Events of Default for the benefit of the Holders proposed by the Company with in a Company Request and, in respect to the Subordinated Notes issued under this Indenture (as will be specified in of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or indentures)longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such Event of Default, or may limit the remedies available to the Trustee upon such Event of Default or limit the right of the Holders of a majority in aggregate principal amount of those Securities to which such additional Events of Default apply to waive such default, all as set forth in the Company Request; (3) to permit or facilitate the issuance of Subordinated Notes in uncertificated or global form, provided any such action will not adversely affect the interests of the Holders; (4d) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Subordinated Notes and to add to or change any of the provisions of this Indenture as will shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, in accordance with the requirements of Section 5.10; (5e) to cure any ambiguity or to correct or supplement any provision herein that may be defective or that may be inconsistent with any other provision herein; (6) to make any other ; provided such provisions with respect to matters or questions arising under this Indenture that will shall not adversely affect the interests of the Holders of then Outstanding Subordinated NotesSecurities in any material respect; (7) to add any additional Events of Default (as will be specified in such supplemental indenture); (8) to supplement any of the provisions of this Indenture to such extent as will be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge of the Subordinated Notes in accordance with Article III, provided that any such action will not adversely affect the interests of any Holder; (9) to provide for the issuance of Exchange Notes; (10) to conform any provision in this Indenture to the requirements of the Trust Indenture Act; or (11f) to make any change that does not adversely affect the legal rights of any holder of Securities or to surrender any right, power or option conferred on the Company hereunder; (g) to make any change to comply with any requirement of the Commission in connection with the qualification of the Indenture under TIA; or (h) to provide for the issuance of uncertificated Securities in addition to or in place of certificated Securities; provided, however that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Internal Revenue Code of 1986. The Company and the Trustee may not enter into a supplemental indenture pursuant to this Section 8.01 if such supplemental indenture modifies in any respect any Event of Default relating to any covenant in this Indenture of any Holderin effect immediately prior to the time such supplemental indenture becomes effective.

Supplemental Indentures Without Consent of Holders. Without Notwithstanding Section 10.02, without the consent of any Holders of Subordinated NotesHolder, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes and the Guarantees to: (a) cure any ambiguity, omission, defect or inconsistency in this Indenture or in the Notes in a manner that does not adversely affect any Holder in any material respect as set forth in an Officer’s Certificate; (b) provide for the assumption by a Successor Company (when authorized by of the obligations of the Company or a Successor Guarantor of the obligations of any Guarantor under this Indenture, the Notes or the Guarantees in accordance with a Board ResolutionArticle 11; (c) add additional Guarantees with respect to the Notes, provided that any such supplemental indenture need be signed only by the Company, the added Guarantor, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company contained herein and in the Subordinated Notes; (2d) to release a Guarantor from its obligations under its Guarantee or this Indenture in accordance with the applicable provisions of this Indenture; (e) secure the Notes or the Guarantees; (f) add to the covenants or Events of Default which the Board of Directors of the Company considers to be for the benefit of the Holders (as will be specified in such supplemental indenture or indentures) make changes that would provide additional rights to Holders or to surrender any right or power herein conferred upon the Company with respect to the Subordinated Notes issued under this Indenture (as will be specified in such supplemental indenture or indentures)any Guarantor; (3g) to permit or facilitate the issuance of Subordinated Notes in uncertificated or global form, provided any such action will not adversely affect the interests of the Holders; (4) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Subordinated Notes and to add to or change any of the provisions of this Indenture as will be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, in accordance with the requirements of Section 5.10; (5) to cure any ambiguity or to correct or supplement any provision herein that may be defective or that may be inconsistent with any other provision herein; (6) to make any other provisions with respect to matters or questions arising under this Indenture that will not adversely affect the interests of the Holders of then Outstanding Subordinated Notes; (7) to add any additional Events of Default (as will be specified in such supplemental indenture); (8) to supplement any of the provisions of this Indenture to such extent as will be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge of the Subordinated Notes in accordance with Article III, provided that any such action will not adversely affect the interests of any Holder; (9) to provide for the issuance of Exchange Notes; (10) to conform any provision in this Indenture to the requirements of the Trust Indenture Act; or (11) to make any change that does not adversely affect the legal rights of any Holder, as determined in good faith by the Board of Directors of the Company and evidenced by a Board Resolution delivered to the Trustee; (h) in connection with any Specified Corporate Event, provide that the Notes are convertible into Reference Property, subject to Section 14.02, and make such related changes to the terms of this Indenture and the Notes to the extent expressly required by Section 14.07; (i) evidence and provide for the acceptance of an appointment under this Indenture of a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms of this Indenture as set forth in an Officer’s Certificate; (j) conform the provisions of this Indenture or the Notes to the “Description of Notes” section of the Offering Memorandum; or (k) provide for the issuance of additional Notes in accordance with Section 2.10. The Trustee is hereby authorized to join with the Company and the Guarantors in the execution of any Holdersuch amendment, supplement or waiver, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any amendment, supplement or waiver that adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any amendment, supplement or waiver to this Indenture authorized by the provisions of this Section 10.01 may be executed by the Company, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. Without notice to, or the consent of of, any Holders of Subordinated NotesHolder, the Company (when authorized by or in accordance with a Board Resolution) Trust and the Indenture Trustee, at any time and from time to time, may enter into one or more indentures supplemental heretoto the Indenture, in form satisfactory to the Indenture Trustee, for any of the following purposespurpose of: (1a) to evidence the succession of another Person to the Company, and the assumption by curing any such successor of the covenants of the Company ambiguity or correcting or supplementing any provision contained herein and in the Subordinated Notes; (2) to add to Indenture, in the covenants of the Company for the benefit of the Holders (as will be specified Notes or in such any supplemental indenture which may be defective or indentures) inconsistent with any other provision contained in the Indenture, the Notes, the Funding Agreement or to surrender any right or power herein conferred upon the Company with respect to the Subordinated Notes issued under this Indenture (as will be specified in such supplemental indenture or indentures); (3) to permit or facilitate the issuance of Subordinated Notes in uncertificated or global formother Program Documents, provided any such action will which shall not materially adversely affect the interests of any Holder of the HoldersNotes; (4b) to evidence evidencing and provide providing for the acceptance of appointment hereunder by under the Indenture of a successor Indenture Trustee with respect to the Subordinated Notes and to add or to or change any of the provisions of this the Indenture as will shall be necessary to provide for or facilitate the administration of the trusts hereunder Trust or of the Notes under the Indenture by more than one Trustee, in accordance with the requirements of Section 5.10trustee; (5c) adding to cure any ambiguity the covenants of the Trust or to correct or supplement any provision herein that may be defective or that may be inconsistent with any other provision herein; (6) to make any other provisions with respect to matters or questions arising under this the Indenture that will not adversely affect Trustee for the interests benefit of the Holders of then Outstanding Subordinated Notesthe Notes or to surrender any right or power conferred in the Indenture on the Trust; (7d) to add adding any additional Events of Default (as will be specified in such supplemental indenture)Default; (8) to supplement any of the provisions of this Indenture to such extent as will be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge of the Subordinated Notes in accordance with Article III, provided that any such action will not adversely affect the interests of any Holder; (9e) to provide for the issuance of Exchange Notes; (10) to conform any provision and establish the form and terms and conditions of Notes as provided in this Indenture to the requirements of the Trust Indenture ActSection 2.02; or (11f) to make any change that does not adversely affect establish the legal rights under this Indenture form of any Holdercertifications required to be furnished pursuant to the terms of the Indenture or of the Notes. Notwithstanding any other provision, the Trust will not enter into any supplemental indenture with the Indenture Trustee or permit the Indenture to be amended or modified if such supplemental indenture, amendment or modification would cause the Trust not to be treated as a disregarded entity or as a grantor trust (assuming the Trust was not a disregarded entity) for United States federal income tax purposes. The Indenture Trustee shall be entitled to receive and rely on an Opinion of Counsel as to whether any such supplemental indenture complies with the requirements of Section 8.01(a), if applicable, and any such opinion shall be conclusive on the Holders.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Subordinated NotesThe Issuer, the Company (when authorized by or in accordance with a Board Resolution) Guarantors and the TrusteeTrustee may, at any time and from time to time, may without notice to or consent of any Holders of Securities, (i) enter into one or more indentures supplemental heretohereto and/or (ii) amend, supplement or otherwise modify any other Note Document, in form satisfactory to the Trustee, for any of the following purposeseach case: (1) to evidence the succession of another Person to the CompanyIssuer, Level 3 Parent or any other Guarantor and the assumption by any such successor of the covenants of the Company contained herein Issuer, Level 3 Parent or such other Guarantor, respectively, herein, in the Securities, in the applicable Note Guarantee and in the Subordinated Notes;applicable Note Collateral Documents, as applicable; or (2) to add to the covenants of Level 3 Parent, the Company Issuer or any of their respective Subsidiaries, for the benefit of the Holders (as will be specified in such supplemental indenture or indentures) Holders, or to surrender any right or power herein conferred upon Level 3 Parent, the Company with respect to the Subordinated Notes issued under this Indenture (as will be specified in such supplemental indenture Issuer or indentures);any other Guarantor hereby; or (3) to permit or facilitate the issuance add any additional Events of Subordinated Notes in uncertificated or global form, provided any such action will not adversely affect the interests of the Holders;Default; or (4) to provide for uncertificated Securities in addition to or in place of certificated Securities; or (5) to evidence and provide for the acceptance of appointment hereunder by of a successor Trustee with respect pursuant to the Subordinated Notes and to add to or change any of the provisions of this Indenture as will be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, in accordance with the requirements of Section 5.10;610 or a successor Note Collateral Agent pursuant to the requirements of Section 1306; or (56) to secure the Securities; or (7) to comply with the Securities Act (including Regulation S promulgated thereunder); or (8) to add Note Guarantees or to release any Guarantors from Note Guarantees as provided by the terms of this Indenture; or (9) to (a) cure any ambiguity ambiguity, mistake, omission, defect, inconsistency, or to obvious error in the Note Documents, or (b) correct or supplement any provision herein that may be defective or that which may be inconsistent with any other provision herein; (6) , or to make add any other provisions provision with respect to matters or questions arising under this Indenture that will Indenture; provided that, with respect to the foregoing clause (9)(b), such actions shall not adversely affect the interests of the Holders of then Outstanding Subordinated Notes; (7) to add in any additional Events of Default (as will be specified in such supplemental indenture); (8) to supplement any of the provisions of this Indenture to such extent as will be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge of the Subordinated Notes in accordance with Article III, provided that any such action will not adversely affect the interests of any Holder; (9) to provide for the issuance of Exchange Notes;material respect; or (10) to conform the Note Documents to any provision in this Indenture of the “Description of the Notes” of the Offering Memorandum to the requirements of the Trust Indenture Actextent such provision is intended to be a verbatim recitation thereof; or (11) to make add additional assets as Collateral or to release any change that does not adversely affect Collateral from the legal rights under liens securing the Securities, in each case pursuant to the terms of this Indenture and the Note Collateral Documents, as and when permitted or required by this Indenture or the Note Collateral Documents. The intercreditor provisions of the Note Collateral Documents and any other applicable intercreditor agreement may be amended, waived or otherwise modified from time to time with the consent of the parties thereto. In addition, the Issuer may, without the consent of any Holderother party thereto, amend the Note Collateral Documents and any other applicable intercreditor agreement to designate Debt as “Additional First Lien Obligations”, or as any other Debt subject to the terms and provisions of such agreement.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Subordinated Notes, the Company The Owner Trustee (when authorized by or in accordance with a Board Resolutionthe Owner Participant) and the Indenture Trustee, at any time and from time to timewithout consent of the Holders, may enter into an indenture or indentures supplemental hereto for one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1a) to convey, transfer, assign, mortgage or pledge any property or assets to the Indenture Trustee as security for the Certificates; (b) to evidence the succession of another Person corporation to the CompanyOwner Trustee or successive successions, and the assumption by any such the successor corporation of the covenants covenants, agreements and obligations of the Company contained Owner Trustee herein and in the Subordinated NotesCertificates; (2c) to add to the covenants of the Company Owner Trustee such further covenants, restrictions, conditions or provisions as it and the Indenture Trustee shall consider to be for the benefit protection of the Holders (as will be specified Holders, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Indenture Event of Default permitting the enforcement of all or any of the several remedies provided herein; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or indentureslonger than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Indenture Event of Default or may limit the remedies available to the Indenture Trustee upon such an Indenture Event of Default or may limit the right of not less than the Majority in Interest of Certificate Holders to waive such an Indenture Event of Default; (d) to surrender any right or power conferred herein conferred upon the Company with respect to Owner Trustee or the Subordinated Notes issued under this Indenture (as will be specified in such supplemental indenture or indentures)Owner Participant; (3) to permit or facilitate the issuance of Subordinated Notes in uncertificated or global form, provided any such action will not adversely affect the interests of the Holders; (4) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Subordinated Notes and to add to or change any of the provisions of this Indenture as will be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, in accordance with the requirements of Section 5.10; (5e) to cure any ambiguity or to correct or supplement any provision contained herein that or in any supplemental indenture which may be defective or that may be inconsistent with any other provision herein; (6) contained herein or in any supplemental indenture; or to make any such other provisions with respect in regard to matters or questions arising under this Indenture that will or under any supplemental indenture as the Owner Trustee may deem necessary or desirable and which shall not adversely affect the interests of the Holders of then Outstanding Subordinated NotesHolders; (7f) to add correct or amplify the description of any additional Events of Default (as will be specified in such supplemental indenture); (8) property at any time subject to supplement any of the provisions Lien of this Indenture or better to such extent as will assure, convey and confirm unto the Indenture Trustee any property subject or required to be necessary subject to permit the Lien of this Indenture or facilitate to subject Replacement Airframe or Replacement Engines to the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge Lien of the Subordinated Notes this Indenture in accordance with Article III, the provisions hereof or with the Lease or to release from the Lien of this Indenture property that has been substituted on or removed from the Aircraft as contemplated in Section 3.07 hereof; provided that any such action will not adversely affect the interests of any Holder; (9) supplements to provide this Indenture entered into for the issuance purpose of Exchange Notes; (10) subjecting Replacement Airframe or Replacement Engines to conform any provision in the Lien of this Indenture to need only be executed by the requirements of Owner Trustee and the Trust Indenture Act; or (11) to make any change that does not adversely affect the legal rights under this Indenture of any Holder.Trustee;

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Subordinated Notes, the Company The -------------------------------------------------- Owner Trustee (when authorized by or in accordance with a Board Resolutionthe Owner Participant) and the Indenture Trustee, at any time and from time to timewithout consent of the Holders, may enter into an indenture or indentures supplemental hereto for one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1a) to convey, transfer, assign, mortgage or pledge any property or assets to the Indenture Trustee as security for the Equipment Notes; (b) to evidence the succession of another Person corporation to the CompanyOwner Trustee or successive successions, and the assumption by any such the successor corporation of the covenants covenants, agreements and obligations of the Company contained Owner Trustee herein and in the Subordinated Equipment Notes; (2c) to add to the covenants of the Company Owner Trustee such further covenants, restrictions, conditions or provisions as it and the Indenture Trustee shall consider to be for the benefit protection of the Holders (as will be specified Holders, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Indenture Event of Default permitting the enforcement of all or any of the several remedies provided herein; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or indentureslonger than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Indenture Event of Default or may limit the remedies available to the Indenture Trustee upon such an Indenture Event of Default or may limit the right of not less than the Majority in Interest of Holders to waive such an Indenture Event of Default; (d) to surrender any right or power conferred herein conferred upon the Company with respect to Owner Trustee or the Subordinated Notes issued under this Indenture (as will be specified in such supplemental indenture or indentures)Owner Participant; (3) to permit or facilitate the issuance of Subordinated Notes in uncertificated or global form, provided any such action will not adversely affect the interests of the Holders; (4) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Subordinated Notes and to add to or change any of the provisions of this Indenture as will be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, in accordance with the requirements of Section 5.10; (5e) to cure any ambiguity or to correct or supplement any provision contained herein that or in any supplemental indenture which may be defective or that may be inconsistent with any other provision herein; (6) contained herein or in any supplemental indenture; or to make any such other provisions with respect in regard to matters or questions arising under this Indenture that will or under any supplemental indenture as the Owner Trustee may deem necessary or desirable and which shall not adversely affect the interests of the Holders of then Outstanding Subordinated NotesHolders; (7f) to add correct or amplify the description of any additional Events property at any time subject to the Lien of Default (this Indenture or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subject to the Lien of this Indenture or to subject any Replacement Airframe or Replacement Engine to the Lien of this Indenture in accordance with the provisions hereof or with the Lease or to release from the Lien of this Indenture property that has been substituted on or removed from the Aircraft as will contemplated in Section 3.07 hereof; provided that supplements to this Indenture entered into for the purpose of subjecting any Replacement Airframe or Replacement Engine to the Lien of this Indenture need only be specified in such supplemental indenture)executed by the Owner Trustee; (8) g) to supplement any provide for the issuance under this Indenture of Equipment Notes in coupon form (including Equipment Notes registrable as to principal only) and to provide for exchangeability of such Equipment Notes with Equipment Notes issued hereunder in fully registered form, and to make all appropriate changes for such purpose; (h) to effect the re-registration of the provisions of this Indenture Aircraft pursuant to such extent as will be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge Section 4.02(b) of the Subordinated Notes in accordance with Article IIIParticipation Agreement; and (i) to add, provided that eliminate or change any provision hereunder so long as such action will shall not adversely affect the interests of the Holders. The Indenture Trustee is hereby authorized to join in the execution of any Holder; (9) to provide for the issuance of Exchange Notes; (10) to conform any provision in this Indenture to the requirements of the Trust Indenture Act; or (11) such supplemental indenture, to make any change that does further appropriate agreements and stipulations which may be contained therein and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Indenture Trustee shall not be obligated to enter into any such supplemental indenture which adversely affect affects the legal rights Indenture Trustee's own rights, duties or immunities under this Indenture or otherwise. Any such supplemental indenture may be executed without the consent of the Holders notwithstanding any Holderof the provisions of Section 13.02 hereof.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Subordinated NotesSecurities or Coupons, the Company (when authorized by or in accordance with pursuant to a Board Resolution) and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company Company, contained herein and in the Subordinated Notes;Securities; or (2) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (as will shall be specified in such supplemental indenture or indentures) or to surrender any right or power herein conferred upon the Company with respect to the Subordinated Notes issued under this Indenture (as will be specified in such supplemental indenture or indentures);Company; or (3) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of, any premium or interest on or any Additional Amounts with respect to Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be exchanged for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Subordinated Notes Securities in uncertificated or global form, provided any such action will shall not adversely affect the interests of the Holders;Holders of Outstanding Securities of any series or any Coupons appertaining thereto in any material respect; or (4) to establish the form or terms of Securities of any series and any Coupons appertaining thereto as permitted by Sections 2.1 and 3.1; or (5) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Subordinated Notes Securities of one or more series and to add to or change any of the provisions of this Indenture as will shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, in accordance with pursuant to the requirements of Section 5.10;6.10; or (56) to cure any ambiguity or to correct or supplement any provision herein that which may be defective or that may be inconsistent with any other provision herein; (6) , or to make any other provisions with respect to matters or questions arising under this Indenture that will which shall not adversely affect the interests of the Holders of Securities of any series then Outstanding Subordinated Notes;or any Coupons appertaining thereto in any material respect; or (7) to add to, delete from or revise the conditions, limitations and restrictions on the authorized amount, terms or purposes of issue, authentication and delivery of Securities, as herein set forth; or (8) to add any additional Events of Default with respect to all or any series of Securities (as will shall be specified in such supplemental indenture);; or (8) 9) to supplement any of the provisions of this Indenture to such extent as will shall be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction defeasance and discharge of the Subordinated Notes in accordance with any series of Securities pursuant to Article III4, provided that any such action will shall not adversely affect the interests of any Holder; (9) to provide for the issuance Holder of Exchange Notes;an Outstanding Security of such series and any Coupons appertaining thereto or any other Outstanding Security or Coupon in any material respect; or (10) to conform any provision in this Indenture secure the Securities pursuant to the requirements of the Trust Indenture ActSection 10.5 or otherwise; or (11) to make provisions with respect to conversion or exchange rights of Holders of Securities pursuant to Article 16; or (12) to amend or supplement any change provision contained herein or in any supplemental indenture, provided that does not no such amendment or supplement shall materially adversely affect the legal rights under this Indenture interests of the Holders of any HolderSecurities then Outstanding.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Subordinated NotesHolders, the Company (Company, when authorized by or in accordance with a Board Resolution) , and the Trustee, Trustee may from time to time and at any time and from time to time, may enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of the execution thereof) for one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1i) to evidence the succession of another Person corporation or entity to the Company, or successive successions, and the assumption by any such the successor corporation or entity of the covenants covenants, agreements and obligations of the Company contained herein and in the Subordinated Notesunder this Indenture; (2ii) to add to the covenants of the Company or to add additional rights for the benefit of the Holders (as will be specified in such supplemental indenture or indentures) of Securities or to surrender any right or power herein conferred upon the Company Company; (iii) to cure any ambiguity, omission, defect or inconsistency herein, to correct or supplement any provision herein or in any supplemental indenture which may be defective or inconsistent with any other provision herein or in any supplemental indenture, or to make such other provisions with respect to the Subordinated Notes issued matters or questions arising under this Indenture (as will be specified in such supplemental indenture or indentures); (3) to permit or facilitate the issuance of Subordinated Notes in uncertificated or global formIndenture, provided any such action will shall not adversely affect the interests of the HoldersHolders of Securities in any material respect; (4iv) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Subordinated Notes Securities and to add to or change any of the provisions of this Indenture as will shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, in accordance with the requirements of Section 5.10trust hereunder; (5) to cure any ambiguity or to correct or supplement any provision herein that may be defective or that may be inconsistent with any other provision herein; (6) to make any other provisions with respect to matters or questions arising under this Indenture that will not adversely affect the interests of the Holders of then Outstanding Subordinated Notes; (7v) to add any additional Events of Default for the benefit of the Holders of Securities; (as vi) to secure the Securities; and (vii) to comply with any requirement of the Commission in connection with the qualification of the Indenture under the TIA. Any amendment described in clause (iii) above made solely to conform this Indenture to the final offering memorandum provided to investors in connection with the initial offering of the Securities by the Company will not be specified deemed to materially and adversely affect the interests of Holders. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture); (8) , to supplement make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder. Any supplemental indenture authorized by the provisions of this Section 8.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the outstanding Securities, notwithstanding any of the provisions of this Indenture to such extent as will be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge of the Subordinated Notes in accordance with Article III, provided that any such action will not adversely affect the interests of any Holder; (9) to provide for the issuance of Exchange Notes; (10) to conform any provision in this Indenture to the requirements of the Trust Indenture Act; or (11) to make any change that does not adversely affect the legal rights under this Indenture of any HolderSection 8.02.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Subordinated NotesHolders, the Company (and the any Subsidiary Guarantor, if applicable, when authorized by or in accordance with a Board Resolution) , and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1i) to cure any ambiguity, omission, defect or inconsistency that does not adversely affect to a material extent the interests of the Holders; provided that any such action made solely to conform the provisions of this Indenture to the description thereof contained in the Final Prospectus shall be deemed not to adversely affect the interests of the Holders; (ii) to evidence the succession of another Person to the Company, Company or a Subsidiary Guarantor and the assumption by any such successor of the covenants of the Company contained herein Company’s obligations under the Indenture and in the Subordinated NotesSecurities or the Subsidiary Guarantees, as applicable; (2iii) add Guarantees with respect to the Securities; (iv) secure the Securities or a Subsidiary Guarantor’s obligations in respect of the Securities or a Subsidiary Guarantee; (v) to add to the covenants of the Company for the benefit of the Holders (as will be specified in such supplemental indenture or indentures) Holders, or to surrender any right or power herein conferred upon the Company with respect to the Subordinated Notes issued under this Indenture (as will be specified in such supplemental indenture or indentures)Company; (3vi) to permit or facilitate the issuance of Subordinated Notes in uncertificated or global form, provided make any such action will change that does not adversely affect the interests rights of the Holdersany Holder in any material respect; (4vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualifications of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted; or (viii) to conform the provisions of this Indenture to the “Description of Notes” section contained in the Final Prospectus; or (ix) to evidence and provide for the acceptance of the appointment hereunder by of a successor Trustee with respect Person to the Subordinated Notes Trustee and to add to or change the assumption by any such successor Person of the provisions of this Indenture as will be necessary to provide for or facilitate the administration obligations of the trusts hereunder by more than one Trustee, in accordance with the requirements of Section 5.10; (5) to cure any ambiguity or to correct or supplement any provision herein that may be defective or that may be inconsistent with any other provision herein; (6) to make any other provisions with respect to matters or questions arising under this Indenture that will not adversely affect the interests of the Holders of then Outstanding Subordinated Notes; (7) to add any additional Events of Default (as will be specified in such supplemental indenture); (8) to supplement any of the provisions of this Indenture to such extent as will be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge of the Subordinated Notes in accordance with Article III, provided that any such action will not adversely affect the interests of any Holder; (9) to provide for the issuance of Exchange Notes; (10) to conform any provision in this Indenture to the requirements of the Trust Indenture Act; or (11) to make any change that does not adversely affect the legal rights under this Indenture of any HolderTrustee hereunder.

Supplemental Indentures Without Consent of Holders. Without the consent of any the Holders of Subordinated any Notes, the Company (when authorized by or in accordance with a Board Resolution) and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental heretohereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof), in form satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants of the Company contained herein under this Indenture and in the Subordinated NotesNotes pursuant to Article VII; (2) to add to the covenants of the Company for the benefit of Holders of the Holders (as will be specified in such supplemental indenture or indentures) Notes or to surrender any right or power herein conferred upon the Company with respect to the Subordinated Notes issued under by this Indenture (as will be specified in such supplemental indenture or indentures)Indenture; (3) to add any additional Events of Default for the benefit of Holders of the Notes; (4) to add to or change any of the provisions of this Indenture as necessary to permit or facilitate the issuance of Subordinated Notes in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Notes in uncertificated or global form, provided any such action will not adversely affect the interests of the Holders; (45) to evidence and provide for secure the acceptance Notes or add Guarantees of appointment hereunder by or additional obligors on the Notes of all or any series; (6) to add or appoint a successor or separate Trustee with respect to the Subordinated Notes and to add to or change any of the provisions of this Indenture as will shall be necessary to provide for or facilitate the administration of the trusts hereunder under this Indenture by more than one Trustee, Trustee in accordance with the requirements of Section 5.10; (5) to cure any ambiguity or to correct or supplement any provision herein that may be defective or that may be inconsistent with any other provision herein; (6) to make any other provisions with respect to matters or questions arising under set forth in this Indenture that will not adversely affect the interests of the Holders of then Outstanding Subordinated NotesIndenture; (7) to add cure any additional Events of Default (as will be specified in such supplemental indenture)ambiguity, mistake, defect or inconsistency; (8) to supplement any of the provisions of this Indenture to such extent as will be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction defeasance and discharge of the Subordinated Notes in accordance with Article III, any series of Notes; provided that any such action will not adversely affect the interests of the Holders of the Notes are not adversely affected in any Holdermaterial respect; (9) to provide for make any other change that would not adversely affect the issuance Holders of Exchange Notesthe Notes in any material respect; (10) to conform make any provision change necessary to comply with any requirement of the Commission in connection with the qualification of this Indenture to or any indenture supplemental hereto under the requirements of the Trust Indenture Act; orTIA; (11) to make conform this Indenture to the section entitled “Description of Notes” or any similarly titled section in any offering memorandum, prospectus or prospectus supplement pursuant to which any particular series of Notes is issued under this Indenture; and (12) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Notes; provided that does not any such addition, change or elimination (i) shall neither (A) apply to any Note of any series created prior to the execution of the supplemental indenture effecting such modification and entitled to the benefit of such provision nor (B) modify the rights of the holder of any such Note with respect to such provision or (ii) shall become effective only when there is no such Note outstanding. No supplemental indenture for the purposes identified in clause (2) or (7) above may be entered into if to do so would adversely affect the legal rights under this Indenture interest of any Holderthe Holders of Notes.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders Holder of Subordinated Notes, the Company (when authorized by or in accordance with pursuant to a Board Resolution) and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, which shall conform with the requirements of the Trust Indenture Act as then in effect and be in form satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company contained herein and in the Subordinated Notes;; or (2) to add to or change any of the provisions of this Indenture to change or eliminate any restrictions on the payment of principal of or interest on Notes or to permit or facilitate the issuance of Notes in uncertificated form, provided any such action shall not adversely affect the interests of the Holders of Notes in any material respect; or (3) to cure any ambiguity or to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not adversely affect the interests of the Holders of Notes in any material respect; or (4) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the discharge or defeasance of any Notes pursuant to Article Four or Twelve; provided that any such action shall not adversely affect the interests of any Holder of a Note in any material respect; or (5) to add to the covenants of the Company for the benefit of the Holders of the Notes (as will shall be specified in such supplemental indenture or indentures) or to surrender any right or power herein conferred upon the Company with respect to the Subordinated Notes issued under this Indenture (as will be specified in such supplemental indenture or indentures);Company; or (3) to permit or facilitate the issuance of Subordinated Notes in uncertificated or global form, provided any such action will not adversely affect the interests of the Holders; (46) to evidence and provide for the acceptance of the appointment hereunder by of a successor Trustee with respect to the Subordinated Notes and to add to or change any of the provisions of this Indenture as will be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, in accordance with the requirements of Section 5.10; (5) to cure any ambiguity or to correct or supplement any provision herein that may be defective or that may be inconsistent with any other provision herein; (6) to make any other provisions with respect to matters or questions arising under this Indenture that will not adversely affect the interests of the Holders of then Outstanding Subordinated Notes;hereunder; or (7) to add any additional Events of Default (as will be specified in such supplemental indenture);Default; or (8) to supplement any comply with the requirements of the provisions Commission in connection with the qualification of this Indenture to such extent as will be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge of the Subordinated Notes in accordance with Article III, provided that any such action will not adversely affect the interests of any Holder; (9) to provide for the issuance of Exchange Notes; (10) to conform any provision in this Indenture to the requirements of under the Trust Indenture Act; or (119) to make any change that does not adversely affect the legal rights under this Indenture interests of any HolderHolder of Notes.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Subordinated NotesHolder, the Company (or any Guarantor, when authorized by or in accordance with a Board Resolution) Resolutions, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to cure any ambiguity, defect, or inconsistency, or make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture, PROVIDED such action pursuant to this clause (1) shall not adversely affect the interests of any Holder in any respect; (2) to add to the covenants of the Company or the Guarantors for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company or the Guarantors or make any other change that does not adversely affect the rights of any Holder; (3) to provide for collateral for or additional Guarantors of the Securities; (4) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants obligations of the Company contained Company, herein and in the Subordinated NotesSecurities in accordance with Article V; (25) to add to comply with the covenants of the Company for the benefit of the Holders (as will be specified in such supplemental indenture or indentures) or to surrender any right or power herein conferred upon the Company with respect to the Subordinated Notes issued under this Indenture (as will be specified in such supplemental indenture or indentures)TIA; (36) to permit or facilitate evidence the issuance succession of Subordinated Notes in uncertificated or global form, provided another corporation to any Guarantor and assumption by any such action will not adversely affect the interests successor of the HoldersGuarantee of such Guarantor (as set forth in Section 11.4) in accordance with Article XI; (47) to evidence the release of any Guarantor in accordance with Article V; (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Subordinated Notes and Securities; (9) in any other case where a supplemental indenture is required or permitted to add be entered into pursuant to or change any of the provisions of this Indenture as will be necessary without the consent of any Holder; or (10) to provide for or facilitate the administration issuance and authorization of the trusts hereunder by more than one Trustee, in accordance with the requirements of Section 5.10;Exchange Securities. (511) to cure effect any ambiguity or changes to correct or supplement any provision herein that may be defective or that may be inconsistent Section 2.6 in a manner necessary to comply with any other provision herein; (6) to make any other provisions with respect to matters or questions arising under this Indenture that will not adversely affect the interests procedures of the Holders of then Outstanding Subordinated Notes; (7) to add any additional Events of Default (as will be specified in such supplemental indenture); (8) to supplement any of Securities Custodian or the provisions of this Indenture to such extent as will be necessary to permit or facilitate the Legal DefeasanceDepository, Covenant Defeasance and/or satisfaction and discharge of the Subordinated Notes in accordance with Article III, provided that any PROVIDED such action will pursuant to this clause (11) shall not adversely affect the interests of any Holder; (9) to provide for the issuance of Exchange Notes; (10) to conform Holder in any provision in this Indenture to the requirements of the Trust Indenture Act; or (11) to make any change that does not adversely affect the legal rights under this Indenture of any Holderrespect.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Subordinated NotesHolders, the Company (Company, when authorized by or in accordance with a Board Resolution) , and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants of the Company contained herein and in the Subordinated Notes;Securities; or 58 52 (2) to add to the covenants of the Company for the equal and ratable benefit of the Holders (as will be specified in such supplemental indenture or indentures) Holders, or to surrender any right or power herein conferred upon the Company with respect to the Subordinated Notes issued under this Indenture (as will be specified in such supplemental indenture or indentures);Company; or (3) to permit make any change to this Indenture that would provide any additional benefit or facilitate right to the issuance of Subordinated Notes in uncertificated or global form, Holders; provided that any such action will pursuant to this clause (3) shall not adversely affect the interests of the Holders;Holders of Securities; or (4) to evidence and provide for secure the acceptance of appointment hereunder by a successor Trustee with Company's obligations in respect to the Subordinated Notes and to add to or change any of the provisions of this Indenture as will be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, in accordance with the requirements of Section 5.10;Securities; or (5) to make provision with respect to the conversion rights of Holders pursuant to the requirements of Article XIII; or (6) to make any changes or modifications to this Indenture necessary in connection with the registration of any Transfer Restricted Securities under the Securities Act as contemplated by Section 10.11; provided that any such action pursuant to this clause (6) shall not adversely affect the interests of the Holders of Securities; or (7) to cure any ambiguity or ambiguity, to correct or supplement any provision herein that may be defective or that which may be inconsistent with any other provision herein; (6) , to correct or supplement any provision herein which limits, qualifies or conflicts with a provision of the Trust Indenture Act which is required under such Act to be a part of and govern this Indenture, in any case to the extent necessary to qualify this Indenture under the Trust Indenture Act, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture; provided that will such action pursuant to this clause (7) shall not adversely affect the interests or legal rights of the Holders of then Outstanding Subordinated Notes; (7) to add in any additional Events of Default (as will be specified in such supplemental indenture); (8) to supplement any of the provisions of this Indenture to such extent as will be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge of the Subordinated Notes in accordance with Article III, provided that any such action will not adversely affect the interests of any Holder; (9) to provide for the issuance of Exchange Notes; (10) to conform any provision in this Indenture to the requirements of the Trust Indenture Act; or (11) to make any change that does not adversely affect the legal rights under this Indenture of any Holdermaterial respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Subordinated Notes, the Company The Owner Trustee (when authorized by or in accordance with a Board Resolutionthe Owner Participant) and the Indenture Trustee, at any time and from time to timewithout consent of the Holders, may enter into an indenture or indentures supplemental hereto for one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1a) to convey, transfer, assign, mortgage or pledge any property or assets to the Indenture Trustee as security for the Certificates; (b) to evidence the succession of another Person corporation to the CompanyOwner Trustee or successive successions, and the assumption by any such the successor corporation of the covenants covenants, agreements and obligations of the Company contained Owner Trustee herein and in the Subordinated NotesCertificates; (2c) to add to the covenants of the Company Owner Trustee such further covenants, restrictions, conditions or provisions as it and the Indenture Trustee shall consider to be for the benefit protection of the Holders (as will be specified Holders, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Indenture Event of Default permitting the enforcement of all or any of the several remedies provided herein; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or indentureslonger than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Indenture Event of Default or may limit the remedies available to the Indenture Trustee upon such an Indenture Event of Default or may limit the right of not less than the Majority in Interest of Certificate Holders to waive such an Indenture Event of Default; (d) to surrender any right or power conferred herein conferred upon the Company with respect to Owner Trustee or the Subordinated Notes issued under this Indenture (as will be specified in such supplemental indenture or indentures)Owner Participant; (3) to permit or facilitate the issuance of Subordinated Notes in uncertificated or global form, provided any such action will not adversely affect the interests of the Holders; (4) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Subordinated Notes and to add to or change any of the provisions of this Indenture as will be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, in accordance with the requirements of Section 5.10; (5e) to cure any ambiguity or to correct or supplement any provision contained herein that or in any supplemental indenture which may be defective or that may be inconsistent with any other provision herein; (6) contained herein or in any supplemental indenture; or to make any such other provisions with respect in regard to matters or questions arising under this Indenture that will or under any supplemental indenture as the Owner Trustee may deem necessary or desirable and which shall not adversely affect the interests of the Holders of then Outstanding Subordinated NotesHolders; (7f) to add correct or amplify the description of any additional Events of Default (as will be specified in such supplemental indenture); (8) property at any time subject to supplement any of the provisions Lien of this Indenture or better to such extent as will assure, convey and confirm unto the Indenture Trustee any property subject or required to be necessary subject to permit the Lien of this Indenture or facilitate to subject replacement airframe or Replacement Engines to the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge Lien of the Subordinated Notes this Indenture in accordance with Article III, the provisions hereof or with the Lease or to release from the Lien of this Indenture property that has been substituted on or removed from the Aircraft as contemplated in Section 3.07 hereof; provided that any such action will not adversely affect the interests of any Holder; (9) supplements to provide this Indenture entered into for the issuance purpose of Exchange Notes; (10) subjecting replacement airframe or Replacement Engines to conform any provision in the Lien of this Indenture to need only be executed by the requirements of Owner Trustee and the Trust Indenture Act; or (11) to make any change that does not adversely affect the legal rights under this Indenture of any Holder.Trustee;

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Subordinated NotesSecurities, the Company (Company, when authorized by or in accordance with pursuant to a Board Resolution) , and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1a) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants of the Company contained herein and in the Subordinated NotesSecurities issued hereunder; (2b) to add to the covenants of the Company for the equal and ratable benefit of the Holders (as will be specified in such supplemental indenture or indentures) or to surrender any right right, power or power option herein conferred upon the Company with Company; (c) to add any Events of Default for the benefit of the Holders; provided, however, that in respect to the Subordinated Notes issued under this Indenture (as will be specified in of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or indentures)longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such Event of Default, or may limit the remedies available to the Trustee upon such Event of Default or limit the right of the Holders of a majority in aggregate principal amount of those Securities to which such additional Events of Default apply to waive such default; (3) to permit or facilitate the issuance of Subordinated Notes in uncertificated or global form, provided any such action will not adversely affect the interests of the Holders; (4d) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Subordinated Notes and to add to or change any of the provisions of this Indenture as will shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, in accordance with the requirements of Section 5.10; (5e) to cure any ambiguity or to correct or supplement any provision herein that may be defective or that may be inconsistent with any other provision herein; (6) to make any other ; provided such provisions with respect to matters or questions arising under this Indenture that will shall not adversely affect the interests of the Holders of then Outstanding Subordinated NotesSecurities in any material respect; (7) to add any additional Events of Default (as will be specified in such supplemental indenture); (8) to supplement any of the provisions of this Indenture to such extent as will be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge of the Subordinated Notes in accordance with Article III, provided that any such action will not adversely affect the interests of any Holder; (9) to provide for the issuance of Exchange Notes; (10) to conform any provision in this Indenture to the requirements of the Trust Indenture Act; or (11f) to make any change that does not adversely affect the legal rights under of any Holder of Securities; (g) to make any change to comply with any requirement of the Commission in connection with the qualification of this Indenture under TIA; or (h) to provide for the issuance of any Holderuncertificated Securities in addition to or in place of certificated Securities; provided, however that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Internal Revenue Code of 1986.

Supplemental Indentures Without Consent of Holders. Without Notwithstanding Section 9.2 of this Indenture, the Company, the Guarantors and the Trustee may amend or supplement this Indenture or the Securities or the Security Guarantees without the consent of any Holders Holder of Subordinated Notes, the Company (when authorized by or in accordance with a Board Resolution) and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposesSecurities: (1) to evidence the succession of another Person to the Companycure any ambiguity, and the assumption by any such successor of the covenants of the Company contained herein and in the Subordinated Notesdefect or inconsistency; (2) to provide for uncertificated Securities in addition to or in place of certificated Securities; (3) to add to the covenants or change any of the Company provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of, any premium or interest on, Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be exchanged for Bearer Securities of other authorized denominations or to permit or facilitate the benefit issuance of Securities in uncertificated form, provided any such action shall not adversely affect the interests of the Holders of Outstanding Securities of any Series or any Coupons appertaining thereto in any material respect (4) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Securities and Security Guarantees by a successor to the Company or such Guarantor pursuant to Article 8 or Article 16 hereof; (5) to make any change that would provide any additional rights or benefits to the Holders of all or any Series of Securities (as will shall be specified in such supplemental indenture or indentures) or to surrender that does not materially adversely affect the legal rights hereunder of any right or power herein conferred upon the Company with respect to the Subordinated Notes issued under this Indenture (as will be specified in such supplemental indenture or indentures)Holder; (36) to permit or facilitate the issuance of Subordinated Notes in uncertificated or global form, provided any such action will not adversely affect the interests comply with requirements of the HoldersCommission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (47) to conform the text of this Indenture, the Security Guarantees or the Securities of any Series or any Coupons appertaining thereto to any provision of the “Description of Notes” section of the Company’s prospectus or prospectus supplement relating to the offering of the Securities of such Series, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Security Guarantees or the Securities of such Series or any Coupons appertaining thereto; (8) to release a Guarantor from its obligations under its Security Guarantee or this Indenture in accordance with Section 16.4 hereof; (9) to secure the Securities of any Series and/or the Security Guarantees; (10) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee trustee with respect to the Subordinated Notes Securities of one or more Series and to add to or change any of the provisions of this Indenture as will shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, in accordance with pursuant to the requirements of Section 5.106.9; (511) to cure allow any ambiguity or Guarantor to correct or supplement execute a supplemental indenture and/or a Security Guarantee with respect to the Securities of any provision herein that may be defective or that may be inconsistent with any other provision hereinSeries; (612) to make any other comply with the provisions with respect to matters or questions arising described under this Indenture that will not adversely affect the interests of the Holders of then Outstanding Subordinated NotesSection 8.1 hereof; (713) to establish the form or terms of Securities of any Series and any related Coupons as permitted by Sections 2.1 and 3.1, including the provisions and procedures relating to Securities convertible into any securities of the Company or exchangeable into Common Stock of the Parent; (14) to add any additional Events of Default with respect to all or any Series of Securities (as will shall be specified in such supplemental indenture); (8) 15) to supplement any of the provisions of this Indenture to such extent as will shall be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction defeasance and discharge of the Subordinated Notes in accordance with any Series of Securities pursuant to Article III4, provided that any such action will shall not adversely affect the interests of any HolderHolder of an Outstanding Security of such Series and any Coupons appertaining thereto or any other Outstanding Security or Coupon in any material respect; (916) to provide for the issuance of Exchange Notes; (10) to conform amend or supplement any provision contained herein or in any supplemental indenture, provided that no such amendment or supplement shall materially adversely affect the interests of the Holders of any Securities then Outstanding. Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the other documents described in Section 1.2 hereof, the Trustee will join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture to the requirements of the Trust Indenture Act; or (11) and to make any change further appropriate agreements and stipulations that does may be therein contained, but the Trustee will not adversely affect the legal rights be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture of any Holderor otherwise.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Subordinated NotesThe Company, the Company (when authorized by or in accordance with a the resolutions of the Board Resolution) of Directors and the Trustee, at any time and the Company’s expense, may from time to time, may time and at any time enter into an indenture or indentures supplemental hereto for one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1a) to evidence the succession of another Person cure any ambiguity, omission, defect or inconsistency; (b) to the Company, and provide for the assumption by any such successor a Successor Company of the covenants obligations of the Company contained herein under the Indenture and in the Subordinated Notes pursuant to ‎Article 11 hereof; (c) to add guarantees with respect to the Notes; (2d) to secure the Notes; (e) to add to the covenants or Events of Default of the Company for the benefit of the Holders (as will be specified in such supplemental indenture or indentures) or to surrender any right or power herein conferred upon the Company with respect to the Subordinated Notes issued under this Indenture (as will be specified in such supplemental indenture or indentures)Company; (3) to permit or facilitate the issuance of Subordinated Notes in uncertificated or global form, provided any such action will not adversely affect the interests of the Holders; (4) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Subordinated Notes and to add to or change any of the provisions of this Indenture as will be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, in accordance with the requirements of Section 5.10; (5) to cure any ambiguity or to correct or supplement any provision herein that may be defective or that may be inconsistent with any other provision herein; (6) to make any other provisions with respect to matters or questions arising under this Indenture that will not adversely affect the interests of the Holders of then Outstanding Subordinated Notes; (7) to add any additional Events of Default (as will be specified in such supplemental indenture); (8) to supplement any of the provisions of this Indenture to such extent as will be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge of the Subordinated Notes in accordance with Article III, provided that any such action will not adversely affect the interests of any Holder; (9) to provide for the issuance of Exchange Notes; (10) to conform any provision in this Indenture to the requirements of the Trust Indenture Act; or (11f) to make any change that does not adversely affect the legal rights under this Indenture of any Holder; (g) in connection with any Share Exchange Event, provide that the Notes are convertible into Reference Property, subject to the provisions of ‎Section 14.02, and make such related changes to the terms of the Notes to the extent expressly required by ‎Section 14.07; (h) to comply with any requirement of the Commission in connection with the qualification of the Indenture under the Trust Indenture Act; (i) to provide for the acceptance of appointment by a successor trustee pursuant to Article 7 of the Base Indenture or facilitate the administration of the trusts under the Indenture by more than one trustee; or (j) to conform the provisions of the Indenture or the Notes to the “Description of Notes” section of the Prospectus Supplement. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under the Indenture or otherwise. Any supplemental indenture authorized by the provisions of this ‎Section 10.02 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time Outstanding, notwithstanding any of the provisions of ‎Section 10.03.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Subordinated NotesHolders, the Company (Company, when authorized by or in accordance with a Board Resolution) , and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company contained herein and in the Subordinated NotesDebentures; (2) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or to surrender any right or power herein conferred upon the Company; (3) to add to the covenants of the Company for the benefit of the Holders (as will be specified in such supplemental indenture or indentures) Holders, or to surrender any right or power herein conferred upon the Company Company; (4) to add any additional Events of Default; (5) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Debenture created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; (6) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to the Subordinated Notes issued matters or questions arising under this Indenture (as will be specified in such supplemental indenture or indentures); (3) to permit or facilitate the issuance of Subordinated Notes in uncertificated or global formIndenture, provided any that such action will pursuant to this clause (6) shall not adversely affect the interests interest of the HoldersHolders in any material respect or, in the case of the Debentures issued to the Trust and for so long as any of the corresponding Preferred Securities issued by the Trust shall remain outstanding, the holders of such Preferred Securities; (47) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Subordinated Notes and to add to or change any of the provisions of this Indenture as will shall be necessary to provide for or facilitate the administration of the trusts trust hereunder by more than one Trustee, in accordance with pursuant to the requirements of Section 5.10; (5) to cure any ambiguity or to correct or supplement any provision herein that may be defective or that may be inconsistent with any other provision herein; (6) to make any other provisions with respect to matters or questions arising under this Indenture that will not adversely affect the interests of the Holders of then Outstanding Subordinated Notes; (7) to add any additional Events of Default (as will be specified in such supplemental indenture6.11(b); (8) to supplement any comply with the requirements of the provisions Commission in order to effect or maintain the qualification of this Indenture to such extent as will be necessary to permit or facilitate under the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge of the Subordinated Notes in accordance with Article III, provided that any such action will not adversely affect the interests of any HolderTrust Indenture Act; (9) to provide for the issuance right of Exchange Notes;Holders to require the Company to repurchase Debentures in accordance with Section XII of this Indenture upon a Change of Control; or (10) to conform any provision provide for the issuance of Debentures to Holders of Preferred Securities in this Indenture to connection with the requirements liquidation of the Trust Indenture Act; or (11) to make any change that does not adversely affect permitted by the legal rights under this Indenture of any HolderTrust Agreement.

Supplemental Indentures Without Consent of Holders. Without the consent of any the Holders of Subordinated any Notes, the Company (Issuer, when authorized by or in accordance with a Board Resolution) Resolutions, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1a) to evidence the succession of another Person to the Company, and the assumption by any such successor entity to the Issuer of the covenants of the Company contained Issuer herein and in the Subordinated Notes;Notes contained; or (2b) to add to the covenants of the Company Issuer, for the benefit of the Holders (as will be specified in such supplemental indenture or indentures) of the Notes, or to surrender any right or power herein conferred upon the Company Issuer; or (c) to modify the restrictions on, and procedures for, resales and other transfers of the Notes to reflect any change in applicable law or regulation (or the interpretation thereof) or provide alternative procedures in compliance with respect applicable law and practices relating to the Subordinated Notes issued under this Indenture (as will be specified in such supplemental indenture resale or indentures);other transfer of restricted securities generally; or (3d) to permit or facilitate accommodate the issuance issuance, if any, of Subordinated Notes in uncertificated book-entry form and matters related thereto (although no such amendment or global supplement may require that a Note Outstanding at the time such amendment or supplement becomes effective be placed in book-entry form, provided any such action will not adversely affect the interests of the Holders;); or (4) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Subordinated Notes and to add to or change any of the provisions of this Indenture as will be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, in accordance with the requirements of Section 5.10; (5e) to cure any ambiguity or ambiguity, to correct or supplement any provision herein that may be defective or that which may be inconsistent with any other provision herein; (6) , to make any other provisions with respect to matters or questions arising under this Indenture Indenture, or to make any other changes herein that will shall not materially adversely affect the interests of the Holders of then Outstanding Subordinated the Notes; (7) . The Trustee is hereby authorized to add join with the Issuer in the execution of any additional Events of Default (as will be specified in such supplemental indenture); (8) , to supplement make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance. transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section may be executed without the consent of the Holders of any of the Notes at the time Outstanding notwithstanding any of the provisions of this Indenture to such extent as will be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge of the Subordinated Notes in accordance with Article III, provided that any such action will not adversely affect the interests of any Holder; (9) to provide for the issuance of Exchange Notes; (10) to conform any provision in this Indenture to the requirements of the Trust Indenture Act; or (11) to make any change that does not adversely affect the legal rights under this Indenture of any HolderSection 8.02.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Subordinated NotesSecurities, the Company (Company, when authorized by or in accordance with pursuant to a Board Resolution) , and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1a) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants of the Company contained herein and in the Subordinated NotesSecurities contained;] (2b) to add to the covenants of the Company for the equal and ratable benefit of the Holders (as will be specified in such supplemental indenture or indentures) of the Securities or to surrender any right right, power or power option herein conferred upon the Company with Company;] (c) to add any additional Events of Default for the benefit of the Holders of the Securities; provided, however, that in respect to the Subordinated Notes issued under this Indenture (as will be specified in of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or indentures)longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of those Securities to which such additional Events of Default apply to waive such default;] (3d) to permit or facilitate secure the issuance of Subordinated Notes in uncertificated or global form, provided any such action will not adversely affect the interests of the HoldersSecurities;] (4e) to establish the form or terms of Securities and as permitted by Sections 2.01;] (f) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Subordinated Notes Securities and to add to or change any of the provisions of this Indenture as will shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, in accordance with the requirements of Section 5.10; (5g) to cure any ambiguity or ambiguity, to correct or supplement any provision herein that which may be defective or that may be inconsistent with any other provision herein; (6) to make any other ; provided such provisions with respect to matters or questions arising under this Indenture that will shall not adversely affect the interests of the Holders of then Outstanding Subordinated NotesSecurities in any material respect; (7h) to add any additional Events of Default (as will be specified in such supplemental indenture); (8) to supplement any of the provisions of this Indenture to such extent as will shall be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge of the Subordinated Notes in accordance with Article III, Securities pursuant to Section 4.01; provided that any such action will shall not adversely affect the interests of the Holders of Securities in any Holdermaterial respect;] (9) to provide for the issuance of Exchange Notes; (10) to conform any provision in this Indenture to the requirements of the Trust Indenture Act; or (11i) to make any change that does not adversely affect the legal rights under this Indenture of any Holderholder of Securities; (j) to make any change to comply with any requirement of the Commission in connection with the qualification of the Indenture under TIA; or (k) to provide for the issuance of uncertificated Securities in addition to or in place of certificated Securities; provided, however, that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Subordinated NotesHolder, the Company (or any Subsidiary Guarantor, when authorized by or in accordance with a Board Resolution) Resolutions, and the Trustee, at any time and from time to time, may amend or enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to evidence cure any ambiguity, defect, omission or inconsistency, or make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the succession provisions of another Person this Indenture, provided such action pursuant to this clause (1) shall not adversely affect the Company, and the assumption by interests of any such successor of the covenants of the Company contained herein and Holder in the Subordinated Notesany respect; (2) to add to the covenants of the Company or the Subsidiary Guarantors for the benefit of the Holders (as will be specified in such supplemental indenture or indentures) Holders, or to surrender any right or power herein conferred upon the Company with respect to or the Subordinated Notes issued under this Indenture (as will be specified in such supplemental indenture Subsidiary Guarantors or indentures)make any other change that does not adversely affect the rights of any Holder; (3) to permit secure the Notes or facilitate the issuance of Subordinated Notes in uncertificated or global form, provided any such action will not adversely affect the interests add Subsidiary Guarantors of the HoldersNotes; (4) to evidence the succession of another Person to the Company or a Subsidiary Guarantor, the assumption by any such successor of the obligations of the Company or any Subsidiary Guarantor and the release of the Company or any Subsidiary Guarantor, in accordance with this Indenture; (5) to comply with the TIA; (6) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Subordinated Notes and to add to or change any of the provisions of this Indenture as will be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, in accordance with the requirements of Section 5.10; (5) to cure any ambiguity or to correct or supplement any provision herein that may be defective or that may be inconsistent with any other provision herein; (6) to make any other provisions with respect to matters or questions arising under this Indenture that will not adversely affect the interests of the Holders of then Outstanding Subordinated Notes; (7) in any other case where a supplemental indenture is required or permitted to add be entered into pursuant to the provisions of this Indenture without the consent of any additional Events of Default (as will be specified in such supplemental indenture)Holder; (8) to supplement any provide for the issuance and authorization of the provisions of this Indenture Exchange Notes; (9) to such extent as will be effect any changes to Section 2.6 in a manner necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge comply with procedures of the Subordinated Notes in accordance with Article IIICustodian or the Depository, provided that any such action will pursuant to this clause (9) shall not adversely affect the interests of any Holder; (9) to provide for the issuance of Exchange NotesHolder in any respect; (10) to conform any provision provide for uncertificated Notes in this Indenture addition to the requirements or in place of the Trust Indenture Actcertificated Notes in a manner that does not adversely impact Holders; orand (11) to make any change that does not adversely affect the legal rights under this Indenture of any such Holder.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Subordinated NotesThe Company, the Company (when authorized by or in accordance with a Board Resolution) , and the Trustee, Trustee may from time to time and at any time and from time to time, may enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of the execution thereof) for one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another Person corporation or entity to the Company, or successive successions, and the assumption by any such the successor corporation or entity of the covenants covenants, agreements and obligations of the Company contained herein and in the Subordinated Notesunder this Indenture; (2) to add to the covenants of the Company or to add additional rights for the benefit of the Holders (as will be specified in such supplemental indenture or indentures) of Securities or to surrender any right or power herein conferred upon the Company with respect to the Subordinated Notes issued under this Indenture (as will be specified in such supplemental indenture or indentures)Company; (3) to permit cure any ambiguity, omission, defect or facilitate the issuance of Subordinated Notes inconsistency herein, to correct or supplement any provision herein or in uncertificated any supplemental indenture which may be defective or global forminconsistent with any other provision herein or in any supplemental indenture, or to make such other provisions with respect to matters or questions arising under this Indenture, provided any such action will shall not adversely affect the interests of the HoldersHolders of Securities in any material respect; (4) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Subordinated Notes Securities and to add to or change any of the provisions of this Indenture as will shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, in accordance with the requirements of Section 5.10hereunder; (5) to cure any ambiguity or to correct or supplement any provision herein that may be defective or that may be inconsistent with any other provision herein; (6) to make any other provisions with respect to matters or questions arising under this Indenture that will not adversely affect the interests of the Holders of then Outstanding Subordinated Notes; (7) to add any additional Events of Default (as will be specified in such supplemental indenture)for the benefit of the Holders of Securities; (8) 6) to supplement add to or change any of the provisions of this Indenture to such extent as will shall be necessary to permit or facilitate the Legal Defeasanceissuance of Securities in coupon form, Covenant Defeasance and/or satisfaction registrable or not registrable as to principal, and discharge to provide for exchangeability of such Securities with Securities issued hereunder in fully registered form; (7) to secure the Securities; and (8) to comply with any requirement of the Subordinated Notes Commission in accordance connection with Article III, the qualification of the Indenture under the TIA. Any amendment described in clause (3) above made solely to conform this Indenture to the final offering memorandum provided that any such action to investors in connection with the initial offering of the Securities by the Company will not be deemed to materially and adversely affect the interests of Holders. The Trustee is hereby authorized to join with the Company in the execution of any Holder; (9) to provide for the issuance of Exchange Notes; (10) to conform any provision in this Indenture to the requirements of the Trust Indenture Act; or (11) such supplemental indenture, to make any change that does not adversely affect further appropriate agreements and stipulations which may be therein contained and to accept the legal rights under this Indenture conveyance, transfer, assignment, mortgage or pledge of any Holderproperty thereunder. Any supplemental indenture authorized by the provisions of this Section 8.1 may be executed by the Company and the Trustee without the consent of the Holders of any of the outstanding Securities, notwithstanding any of the provisions of Section 8.2.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Subordinated NotesHolders, the Company (Company, when authorized by or in accordance with a Board Resolution) , and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1a) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants of the Company contained herein and in the Subordinated Notes;; or (2b) to add to the covenants of the Company for the benefit of the Holders (as will be specified in such supplemental indenture or indentures) Holders, or to surrender any right or power herein conferred upon the Company Company; or (c) to provide for a successor Trustee in respect of the Notes; or (d) to cure any ambiguity or defect, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions in respect to the Subordinated Notes issued of matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture; provided that such action pursuant to this clause (as will be specified d) shall not adversely affect the interests of the Holders in such supplemental indenture or indentures);any material respect; or (3e) to permit add any additional Events of Default for the benefit of the Holders; or (f) to convey, transfer, assign, mortgage or facilitate pledge to the issuance Trustee as security for the Notes any property or assets; or (g) to decrease the Conversion Price of Subordinated Notes the Notes; provided, however, that such decrease shall be in uncertificated or global form, provided any such action will accordance with the terms of this Indenture and shall not adversely affect the interests of the Holders;; or (4h) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Subordinated Notes and to add to or change supplement any of the provisions provision of this Indenture to such extent as will shall be necessary to provide for permit or facilitate the administration discharge of the trusts hereunder by more than one Trustee, in accordance with the requirements of Section 5.10; (5) to cure any ambiguity Notes; provided that such change or to correct or supplement any provision herein that may be defective or that may be inconsistent with any other provision herein; (6) to make any other provisions with respect to matters or questions arising under this Indenture that will modification does not adversely affect the interests of the Holders of then Outstanding Subordinated Notes;Holders; or (7i) to add make any additional Events of Default (as will be specified change or modification necessary in such supplemental indenture); (8) to supplement any connection with the registration of the provisions of this Indenture to such extent Notes under the Securities Act as will be necessary to permit or facilitate contemplated in the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge of the Subordinated Notes in accordance with Article III, Registration Rights Agreement; provided that any such action will change or modification does not adversely affect the interests of any Holder; (9) to provide for the issuance of Exchange Notes; (10) to conform any provision in this Indenture to the requirements of the Trust Indenture ActHolders; or (11j) to make allow any change that does Subsidiary or any other Person to guarantee the Notes; or (k) if necessary, in connection with any addition or release of Collateral permitted under the terms of this Indenture, the Security Agreement or any other Security Document; or (l) to add or modify any other provision herein in respect of matters or questions arising hereunder which the Company and the Trustee may deem necessary or desirable and which would not reasonably be expected to adversely affect the legal rights under this Indenture interests of the Holders in any Holdermaterial respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Subordinated Notes, the Company The Owner Trustee (when authorized by or in accordance with a Board Resolutionthe Owner Participant) and the Indenture Trustee, at any time and from time to timewithout consent of the Holders, may enter into an indenture or indentures supplemental hereto for one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1a) to convey, transfer, assign, mortgage or pledge any property or assets to the Indenture Trustee as security for the Certificates; (b) to evidence the succession of another Person corporation to the CompanyOwner Trustee or successive successions, and the assumption by any such the successor corporation of the covenants covenants, agreements and obligations of the Company contained Owner Trustee herein and in the Subordinated NotesCertificates; (2c) to add to the covenants of the Company Owner Trustee such further covenants, restrictions, conditions or provisions as it and the Indenture Trustee shall consider to be for the benefit protection of the Holders (as will be specified Holders, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Indenture Event of Default permitting the enforcement of all or any of the several remedies provided herein; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or indentureslonger than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Indenture Event of Default or may limit the remedies available to the Indenture Trustee upon such an Indenture Event of Default or may limit the right of not less than the Majority in Interest of Certificate Holders to waive such an Indenture Event of Default; (d) to surrender any right or power conferred herein conferred upon the Company with respect to Owner Trustee or the Subordinated Notes issued under this Indenture (as will be specified in such supplemental indenture or indentures)Owner Participant; (3) to permit or facilitate the issuance of Subordinated Notes in uncertificated or global form, provided any such action will not adversely affect the interests of the Holders; (4) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Subordinated Notes and to add to or change any of the provisions of this Indenture as will be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, in accordance with the requirements of Section 5.10; (5e) to cure any ambiguity or to correct or supplement any provision contained herein that or in any supplemental indenture which may be defective or that may be inconsistent with any other provision herein; (6) contained herein or in any supplemental indenture; or to make any such other provisions with respect in regard to matters or questions arising under this Indenture that will or under any supplemental indenture as the Owner Trustee may deem necessary or desirable and which shall not adversely affect the interests of the Holders of then Outstanding Subordinated NotesHolders; (7f) to add correct or amplify the description of any additional Events property at any time subject to the Lien of Default (this Indenture or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subject to the Lien of this Indenture or to subject replacement airframe or Replacement Engines to the Lien of this Indenture in accordance with the provisions hereof or with the Lease or to release from the Lien of this Indenture property that has been substituted on or removed from the Aircraft as will contemplated in Section 3.07 hereof; provided that supplements to this Indenture entered into for the purpose of subjecting replacement airframe or Replacement Engines to the Lien of this Indenture need only be specified in such supplemental indenture)executed by the Owner Trustee and the Indenture Trustee; (8) to supplement any of the provisions of this Indenture to such extent as will be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge of the Subordinated Notes in accordance with Article III, provided that any such action will not adversely affect the interests of any Holder; (9g) to provide for the issuance of Exchange Notes; (10) to conform any provision in this Indenture to the requirements of the Trust Indenture Act; or (11) to make any change that does not adversely affect the legal rights under this Indenture of any Holder.Certificates in coupon form (including Certificates registrable as to principal only) and to provide for exchangeability of such Certificates with Certificates issued hereunder in fully registered form, and to make all appropriate changes for such purpose;

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Subordinated NotesHolders, the Company (Guarantors, when authorized by or in accordance with pursuant to a Board Resolution) , and the Security Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Security Trustee, for any of the following purposes: (1a) to evidence the succession of another Person to the Company, a Guarantor and the assumption by any such successor of the covenants of the Company applicable Guarantor contained herein and in the Subordinated Notes;herein; or (2b) to add to the covenants of the Company for the benefit of the Holders (as will be specified in such supplemental indenture or indentures) Guarantors or to surrender any right or power herein conferred upon the Company with respect Guarantors, both of which in the opinion of the Security Trustee, relying upon an Opinion of Counsel, is for the benefit of the Holders of all of the Series 1 Shares and is not prejudicial to the Subordinated Notes issued under this Indenture (as will be specified in such supplemental indenture or indentures); (3) to permit or facilitate the issuance of Subordinated Notes in uncertificated or global form, provided any such action will not adversely affect the interests rights of the Holders;; or (4c) to add any additional Events of Default; or (d) to secure or further secure the Series 1 Share Obligations; or (e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee trustee with respect to the Subordinated Notes this Guarantee and to add to or change any of the provisions of this Indenture Guarantee as will shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, in accordance with pursuant to the requirements of Section 5.10;5.11; or (5f) to cure any ambiguity or ambiguity, to correct or supplement any provision herein that may be defective or that which may be inconsistent with any other provision herein; (6) , or to make any other provisions with respect to matters or questions arising under this Indenture that will Guarantee, which in the opinion of the Security Trustee, relying upon an Opinion of Counsel, shall not adversely affect the interests of the Holders of then Outstanding Subordinated Notes;Series 1 Shares in any material respect; or (7g) to add any additional Events of Default (as will be specified in such supplemental indenture); (8) to supplement any of the provisions of this Indenture Guarantee to such extent as will shall be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge termination (including any partial termination with respect to a Guarantor) pursuant to Section 4.1; provided that in the opinion of the Subordinated Notes in accordance with Article IIISecurity Trustee, provided that relying upon an Opinion of Counsel, any such action will shall not adversely affect the interests of the Holders of Series 1 Shares in any Holder; (9) to provide for the issuance of Exchange Notes; (10) to conform any provision in this Indenture to the requirements of the Trust Indenture Act; or (11) to make any change that does not adversely affect the legal rights under this Indenture of any Holdermaterial respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Subordinated NotesHolders, the Company (Guarantors, when authorized by or in accordance with pursuant to a Board Resolution) , and the Security Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Security Trustee, for any of the following purposes: (1a) to evidence the succession of another Person to the Company, a Guarantor and the assumption by any such successor of the covenants of the Company applicable Guarantor contained herein and in the Subordinated Notes;herein; or (2b) to add to the covenants of the Company for the benefit of the Holders (as will be specified in such supplemental indenture or indentures) Guarantors or to surrender any right or power herein conferred upon the Company with respect Guarantors, both of which in the opinion of the Security Trustee, relying upon an Opinion of Counsel, is for the benefit of the Holders of all of the Series 3 Shares and is not prejudicial to the Subordinated Notes issued under this Indenture (as will be specified in such supplemental indenture or indentures); (3) to permit or facilitate the issuance of Subordinated Notes in uncertificated or global form, provided any such action will not adversely affect the interests rights of the Holders;; or (4c) to add any additional Events of Default; or (d) to secure or further secure the Series 3 Share Obligations; or (e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee trustee with respect to the Subordinated Notes this Guarantee and to add to or change any of the provisions of this Indenture Guarantee as will shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, in accordance with pursuant to the requirements of Section 5.10;5.11; or (5f) to cure any ambiguity or ambiguity, to correct or supplement any provision herein that may be defective or that which may be inconsistent with any other provision herein; (6) , or to make any other provisions with respect to matters or questions arising under this Indenture that will Guarantee, which in the opinion of the Security Trustee, relying upon an Opinion of Counsel, shall not adversely affect the interests of the Holders of then Outstanding Subordinated Notes;Series 3 Shares in any material respect; or (7g) to add any additional Events of Default (as will be specified in such supplemental indenture); (8) to supplement any of the provisions of this Indenture Guarantee to such extent as will shall be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge termination (including any partial termination with respect to a Guarantor) pursuant to Section 4.1; provided that in the opinion of the Subordinated Notes in accordance with Article IIISecurity Trustee, provided that relying upon an Opinion of Counsel, any such action will shall not adversely affect the interests of the Holders of Series 3 Shares in any Holder; (9) to provide for the issuance of Exchange Notes; (10) to conform any provision in this Indenture to the requirements of the Trust Indenture Act; or (11) to make any change that does not adversely affect the legal rights under this Indenture of any Holdermaterial respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Subordinated NotesHolders, the Company (Guarantors, when authorized by or in accordance with pursuant to a Board Resolution) , and the Security Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Security Trustee, for any of the following purposes: (1a) to evidence the succession of another Person to the Company, a Guarantor and the assumption by any such successor of the covenants of the Company applicable Guarantor contained herein and in the Subordinated Notes;or to add another Person as a guarantor hereunder (with such Person thereafter becoming a Guarantor for purposes of this Guarantee); or (2b) to add to the covenants of the Company for the benefit of the Holders (as will be specified in such supplemental indenture or indentures) Guarantors or to surrender any right or power herein conferred upon the Company with respect Guarantors, both of which in the opinion of the Security Trustee, relying upon an Opinion of Counsel, is for the benefit of the Holders of all of the Series 15 Preferred LP Units and is not prejudicial to the Subordinated Notes issued under this Indenture (as will be specified in such supplemental indenture or indentures); (3) to permit or facilitate the issuance of Subordinated Notes in uncertificated or global form, provided any such action will not adversely affect the interests rights of the Holders;; or (4c) to add any additional Events of Default; or (d) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee trustee with respect to the Subordinated Notes this Guarantee and to add to or change any of the provisions of this Indenture Guarantee as will shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trusteetrustee, in accordance with pursuant to the requirements of Section 5.10;5.11; or (5e) to cure any ambiguity or ambiguity, to correct or supplement any provision herein that may be defective or that which may be inconsistent with any other provision herein; (6) , or to make any other provisions with respect to matters or questions arising under this Indenture that will Guarantee, which in the opinion of the Security Trustee, relying upon an Opinion of Counsel, shall not adversely affect the interests of the Holders of then Outstanding Subordinated Notes;Series 15 Preferred LP Units in any material respect; or (7f) to add any additional Events of Default (as will be specified in such supplemental indenture); (8) to supplement any of the provisions of this Indenture Guarantee to such extent as will shall be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge termination (including any partial termination with respect to a Guarantor) pursuant to Section 4.1; provided that in the opinion of the Subordinated Notes in accordance with Article IIISecurity Trustee, provided that relying upon an Opinion of Counsel, any such action will (other than any action permitted by Section 4.1) shall not adversely affect the interests of the Holders of Series 15 Preferred LP Units in any Holder; (9) to provide for the issuance of Exchange Notes; (10) to conform any provision in this Indenture to the requirements of the Trust Indenture Act; or (11) to make any change that does not adversely affect the legal rights under this Indenture of any Holdermaterial respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Subordinated NotesNotes of any Note Series, the Company (when authorized by or in accordance with a Board Resolution) and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another Person corporation to the Company, Company and the assumption by any such successor of the covenants of the Company contained herein and in the Subordinated Notes;; or (2) to add to the covenants covenants, agreements and obligations of the Company for the benefit of the Holders (as will be specified in such supplemental indenture of all of the Notes or indentures) any series thereof, or to surrender any right or power herein conferred upon the Company with respect to the Subordinated Notes issued under this Indenture (as will be specified in such supplemental indenture or indentures);Company; or (3) to permit establish the form or facilitate the issuance terms of Subordinated Notes in uncertificated or global formof any Note Series as permitted by Sections 2.1 and 2.2(c), provided any such action will not adversely affect the interests of the Holders;respectively; or (4) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Subordinated Notes of one or more series and to add to or change any of the provisions of this Indenture as will shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, in accordance with pursuant to the requirements of Section 5.10;6.7; or (5) to cure any ambiguity ambiguity, defect or to correct or supplement any provision herein that may be defective or that may be inconsistent with any other provision hereininconsistency; (6) to make amend restrictions on transferability of any other provisions with respect to matters or questions arising under this Indenture Notes on any series in any manner that will does not adversely affect the interests rights of the Holders of then Outstanding Subordinated Notesany Noteholder in any material respect; (7) to add any additional Events of Default (as will be specified in such supplemental indenture); (8) to supplement to, change or eliminate any of the provisions of this Indenture (which addition, change or elimination may apply to such extent as will be necessary to permit one or facilitate the Legal Defeasancemore Series of Notes), Covenant Defeasance and/or satisfaction and discharge of the Subordinated Notes in accordance with Article III, provided PROVIDED that any such action will not adversely affect the interests addition, change or elimination shall neither (A) apply to any Note of any Holderseries created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (B) modify the rights of the Holder of any such Note with respect to such provision; (8) to additionally secure the Notes; (9) to provide for conform the issuance provisions of Exchange this Indenture or the Notes to the “Description of Notes;” section or any similar section in the applicable Offering Memorandum related to such Notes; or (10) to conform any provision in this Indenture to the requirements of the Trust Indenture Act; or (11) to make any other change that does not adversely affect the legal rights under this Indenture of any HolderNoteholder in any material respect.

Supplemental Indentures Without Consent of Holders. Without Notwithstanding Section 10.02, without the consent of any Holders of Subordinated NotesHolder, the Company, NICE and the Trustee may amend or supplement this Indenture, the Notes and the Guarantee to: (a) cure any ambiguity, omission, defect or inconsistency in this Indenture or in the Notes in a manner that does not adversely affect any Holder in any material respect as set forth in an Officer’s Certificate; (b) provide for the assumption by a Successor Company (when authorized by of the obligations of the Company or NICE, as applicable, under this Indenture, the Notes or the Guarantee in accordance with a Board ResolutionArticle 11; (c) and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory add additional guarantees with respect to the Trustee, for any of the following purposes: (1) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company contained herein and in the Subordinated Notes; (2d) to [Reserved]; (e) secure the Notes or the Guarantee; (f) add to the covenants or Events of Default of the Company or NICE that NICE’s Board of Directors considers to be for the benefit of the Holders (as will be specified in such supplemental indenture or indentures) make changes that would provide additional rights to Holders or to surrender any right or power herein conferred upon the Company with respect to the Subordinated Notes issued under this Indenture (as will be specified in such supplemental indenture or indentures)NICE; (3g) to permit or facilitate the issuance of Subordinated Notes in uncertificated or global form, provided any such action will not adversely affect the interests of the Holders; (4) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Subordinated Notes and to add to or change any of the provisions of this Indenture as will be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, in accordance with the requirements of Section 5.10; (5) to cure any ambiguity or to correct or supplement any provision herein that may be defective or that may be inconsistent with any other provision herein; (6) to make any other provisions with respect to matters or questions arising under this Indenture that will not adversely affect the interests of the Holders of then Outstanding Subordinated Notes; (7) to add any additional Events of Default (as will be specified in such supplemental indenture); (8) to supplement any of the provisions of this Indenture to such extent as will be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge of the Subordinated Notes in accordance with Article III, provided that any such action will not adversely affect the interests of any Holder; (9) to provide for the issuance of Exchange Notes; (10) to conform any provision in this Indenture to the requirements of the Trust Indenture Act; or (11) to make any change that does not adversely affect the legal rights of any Holder, as determined by the Board of Directors of NICE and evidenced by a Board Resolution of NICE delivered to the Trustee; (h) in connection with any Specified Corporate Event, provide that the Notes are exchangeable for Reference Property, subject to Section 14.02, and make certain related changes to the terms of this Indenture and the Notes to the extent expressly required by this Indenture; (i) evidence and provide for the acceptance of an appointment under this Indenture of a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms of this Indenture as set forth in an Officer’s Certificate; (j) conform the provisions of this Indenture or the Notes to the “Description of notes” section of the Offering Memorandum; or (k) provide for the issuance of additional Notes in accordance with Section 2.10(a). The Trustee is hereby authorized to join with the Company and NICE in the execution of any Holdersuch amendment, supplement or waiver, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any amendment, supplement or waiver that adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

Supplemental Indentures Without Consent of Holders. Without The -------------------------------------------------- Owner Trustee (when authorized by the Owner Participant) and the Indenture Trustee (without the consent of any Holders of Subordinated Notes, the Company (when authorized by or in accordance with a Board ResolutionHolder) and the Trustee, at any time and from time to time, may enter into an indenture or indentures supplemental hereto for one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1a) to convey, transfer, assign, mortgage or pledge any property or assets to the Indenture Trustee as security for the Certificates; (b) to evidence the succession of another Person corporation to the CompanyOwner Trustee or successive successions, and the assumption by any such the successor corporation of the covenants covenants, agreements and obligations of the Company contained Owner Trustee herein and in the Subordinated NotesCertificates; (2c) to add to the covenants of the Company Owner Trustee such further covenants, restrictions, conditions or provisions as consented to by the Owner Participant and as they and the Indenture Trustee shall consider to be for the benefit protection of the Holders, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Indenture Event of Default permitting the enforcement of all or any of the several remedies provided herein; provided, that in respect of any such additional covenant, -------- restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Indenture Event of Default or may limit the remedies available to the Indenture Trustee upon such an Indenture Event of Default or may limit the right of the Holders of not less than a majority in aggregate principal amount of the Certificates to waive such an Indenture Event of Default; (as will be specified in such supplemental indenture or indenturesd) or to surrender any right rights or power conferred herein conferred upon the Company with respect to Owner Trustee or the Subordinated Notes issued under this Indenture (as will be specified in such supplemental indenture or indentures)Owner Participant; (3) to permit or facilitate the issuance of Subordinated Notes in uncertificated or global form, provided any such action will not adversely affect the interests of the Holders; (4) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Subordinated Notes and to add to or change any of the provisions of this Indenture as will be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, in accordance with the requirements of Section 5.10; (5e) to cure any ambiguity or to correct or supplement any provision contained herein that or in any supplemental indenture which may be defective or that may be inconsistent with any other provision herein; (6) contained herein or in any supplemental indenture; or to make any such other provisions with respect in regard to matters or questions arising under this Indenture that will or under any supplemental indenture as the Owner Trustee may deem necessary or desirable and which shall not adversely affect the interests of the Holders of then Outstanding Subordinated NotesHolders; (7f) to add correct or amplify the description of any additional Events property at any time subject to the Lien of Default (this Indenture or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subject to the Lien of this Indenture or to subject Replacement Airframes or Replacement Engines to the Lien of this Indenture in accordance with the provisions hereof or with the Lease or to release from the Lien of this Indenture property that has been substituted on or removed from the Aircraft as will contemplated in Section 3.07 hereof; provided that supplements to this Indenture entered into for the purpose of -------- subjecting Replacement Airframes or Replacement Engines to the Lien of this Indenture need only be specified in such supplemental indenture)executed by the Owner Trustee and the Indenture Trustee; (8) g) to supplement any effect the re-registration of the provisions of this Indenture Aircraft pursuant to such extent as will be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge Section 19 of the Subordinated Notes in accordance with Article IIIParticipation Agreement; and (h) to add, provided that eliminate or change any provision hereunder so long as such action will shall not adversely affect the interests of the Holders. The Indenture Trustee is hereby authorized to join in the execution of any Holder; (9) to provide for the issuance of Exchange Notes; (10) to conform any provision in this Indenture to the requirements of the Trust Indenture Act; or (11) such supplemental indenture, to make any change that does further appropriate agreements and stipulations which may be contained therein and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Indenture Trustee shall not be obligated to enter into any such supplemental indenture which adversely affect affects the legal rights Indenture Trustee's own rights, duties or immunities under this Indenture of any Holderor otherwise, whether in its trust or individual capacity.

Supplemental Indentures Without Consent of Holders. Without the consent of any the Holders of Subordinated any Notes, the Company (Issuer, when authorized by or in accordance with a Board Resolution) Resolutions, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1a) to evidence the succession of another Person to the Company, and the assumption by any such successor entity to the Issuer of the covenants of the Company contained Issuer herein and in the Subordinated Notes;Notes contained; or (2b) to add to the covenants of the Company Issuer, for the benefit of the Holders (as will be specified in such supplemental indenture or indentures) of the Notes, or to surrender any right or power herein conferred upon the Company Issuer; or (c) to modify the restrictions on, and procedures for, resales and other transfers of the Notes to reflect any change in applicable law or regulation (or the interpretation thereof) or provide alternative procedures in compliance with respect applicable law and practices relating to the Subordinated Notes issued under this Indenture (as will be specified in such supplemental indenture resale or indentures);other transfer of restricted securities generally; or (3d) to permit or facilitate accommodate the issuance issuance, if any, of Subordinated Notes in uncertificated book-entry form and matters related thereto (although no such amendment or global supplement may require that a Note Outstanding at the time such amendment or supplement becomes effective be placed in book-entry form, provided any such action will not adversely affect the interests of the Holders;); or (4) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Subordinated Notes and to add to or change any of the provisions of this Indenture as will be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, in accordance with the requirements of Section 5.10; (5e) to cure any ambiguity or ambiguity, to correct or supplement any provision herein that may be defective or that which may be inconsistent with any other provision herein; (6) , to make any other provisions with respect to matters or questions arising under this Indenture Indenture, or to make any other changes herein that will shall not materially adversely affect the interests of the Holders of then Outstanding Subordinated the Notes; (7) . The Trustee is hereby authorized to add join with the Issuer in the execution of any additional Events of Default (as will be specified in such supplemental indenture); (8) , to supplement make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section may be executed without the consent of the Holders of any of the Notes at the time Outstanding notwithstanding any of the provisions of this Indenture to such extent as will be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge of the Subordinated Notes in accordance with Article III, provided that any such action will not adversely affect the interests of any Holder; (9) to provide for the issuance of Exchange Notes; (10) to conform any provision in this Indenture to the requirements of the Trust Indenture Act; or (11) to make any change that does not adversely affect the legal rights under this Indenture of any HolderSection 8.02.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Subordinated NotesHolders, the Company (Company, when authorized by or in accordance with a Board Resolution) , and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants of the Company contained herein and in the Subordinated Notes; (2) to add to the covenants of the Company for the benefit of the Holders (as will be specified in such supplemental indenture or indentures) Holders, or to surrender any right or power herein conferred upon the Company with respect to the Subordinated Notes issued under this Indenture (as will be specified in such supplemental indenture or indentures)Company; (3) to permit or facilitate the issuance of Subordinated Notes in uncertificated or global form, provided any such action will not adversely affect the interests of the Holders; (4) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Subordinated Notes and to add to or change any of the provisions of this Indenture as will be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, in accordance with the requirements of Section 5.10; (5) to cure any ambiguity or ambiguity, to correct or supplement any provision herein that may be defective or that which may be inconsistent with any other provision herein; (6) , or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture; provided, that will such action pursuant to this clause shall not adversely affect the interests of the Holders of then Outstanding Subordinated Notes; (7) to add any additional Events of Default (the Notes or, so long as will be specified in such supplemental indenture); (8) to supplement any of the provisions of this Indenture to such extent as will be necessary to permit or facilitate Trust Preferred Securities shall remain outstanding, the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge holders of the Subordinated Notes in accordance with Article III, provided that any such action will not adversely affect the interests of any Holder;Trust Preferred Securities; or (94) subject to the limitations of Section 3.1, to provide for the issuance of Exchange one additional series of Notes (the "Series B Notes; ") having terms different than the terms of the Notes originally issued hereunder (10) the "Series A Notes"); provided, however, the Holders of the Series A Notes and the Trust Preferred Securities shall be given 15 days prior written notice of the definitive terms of any Series B Notes to conform any provision be issued and upon notice in this Indenture writing to the requirements Company by at least a majority of the aggregate liquidation amount of the Trust Indenture Act; or Preferred Securities, such holders will have the right to cause the terms designated by them of all the Series A Notes to be amended on or immediately prior to the issuance of the Series B Notes to conform in all material respects (11including, without limitation, terms relating to interest rate, redemption and redemption premium, if any) to make any change that does not adversely affect the legal rights under corresponding terms in the Series B Notes; PROVIDED, FURTHER, the Series A Notes and the Series B Notes shall be treated as a single series of Notes for all purposes of this Indenture of any HolderIndenture.

Supplemental Indentures Without Consent of Holders. Without Notwithstanding Section 10.01 (Supplemental Indentures With Consent of Holders) but subject to the provisions of the Security Trust and Intercreditor Deed, without the consent of any Holders of Subordinated NotesHolders, the Company (Issuer, when authorized by or in accordance with a Board Resolution) , the Guarantors and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, or otherwise amend or supplement this Indenture, any other indenture supplemental hereto, the Senior Notes or the Guarantee of the Senior Notes for any of the following purposes: (1) to evidence the succession of another Person add to the Company, and the assumption by any such successor of the covenants of the Company contained herein and Issuer or any Guarantor for the benefit of the Holders of the Senior Notes or to surrender any right or power conferred upon the Issuer or any Guarantor in the Subordinated Indenture, the Senior Notes or the Guarantee of the Senior Notes; (2) to add to the covenants of the Company for the benefit of the Holders (as will be specified in such supplemental indenture or indentures) or to surrender any right or power herein conferred upon the Company with respect to the Subordinated Notes issued under this Indenture (as will be specified in such supplemental indenture or indentures); (3) to permit or facilitate the issuance of Subordinated Notes in uncertificated or global form, provided any such action will not adversely affect the interests of the Holders; (4) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Subordinated Notes and to add to or change any of the provisions of this Indenture as will be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, in accordance with the requirements of Section 5.10; (5) to cure any ambiguity ambiguity, or to correct or supplement any provision herein that in this Indenture or any other supplemental indenture hereto, the Senior Notes or the Guarantee of the Senior Notes which may be defective or that may be inconsistent with any other provision herein; (6) in the Indenture, any other supplemental indenture hereto, the Senior Notes or the Guarantee of the Senior Notes or to make any other provisions with respect to matters or questions arising under this Indenture that will shall not be inconsistent with the provisions of this Indenture, provided that such provisions shall not adversely affect the interests of the Holders of then Outstanding Subordinated the Senior Notes; (73) to add any additional Events of Default (as will be specified in such supplemental indenture); (8) to supplement any of the provisions of this Indenture to such extent as will be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge of the Subordinated provide for uncertificated Senior Notes in accordance with Article IIIplace of certificated Senior Notes, provided that any such action will provisions shall not adversely affect the interests of any Holderthe Holders of the Senior Notes and such uncertificated Senior Notes are issued in registered form; (94) to add a Guarantor under this Indenture and to provide for the issuance grant of Exchange New Security for the benefit of the Holders of the Senior Notes, or to mortgage, pledge, hypothecate or grant a security interest in favor of the Security Trustee for the benefit of the Trustee for the benefit of the Holders of the Senior Notes as additional security for the payment and performance of the Issuer's and any Guarantor's obligations under this Indenture, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a security interest is required to be granted to the Security Trustee for the benefit of the Trustee for the benefit of the Holders of the Senior Notes pursuant to this Indenture, the Security Trust and Intercreditor Deed or otherwise; (105) to conform evidence and provide for the acceptance of the appointment of a successor Trustee under this Indenture; or (6) to comply with any provision requirements of the SEC under the Trust Indenture Act in order to maintain the qualification of this Indenture to the requirements of under the Trust Indenture Act; or . After an amendment pursuant to this Section 10.02 becomes effective, the Issuer shall provide notice to Holders of Senior Notes briefly describing such amendment in the manner provided in Section 13.02 (11) Notices). The failure to make give such notice to all Holders of Senior Notes, or any change that does defect therein, shall not adversely impair or affect the legal rights validity of an amendment under this Indenture of any HolderSection 10.02.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Subordinated NotesSecurities, the Company (Company, when authorized by or in accordance with pursuant to a Board Resolution) , and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1a) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants of the Company contained herein and in the Subordinated NotesSecurities issued hereunder; (2b) to add to the covenants of the Company for the equal and ratable benefit of the Holders (as will be specified in such supplemental indenture or indentures) or to surrender any right right, power or power option herein conferred upon the Company; (c) to add any Events of Default for the benefit of the Holders proposed by the Company with in a Company Request and, in respect to the Subordinated Notes issued under this Indenture (as will be specified in of any such additional Event of Default, such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or indentures)longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such Event of Default, or may limit the remedies available to the Trustee upon such Event of Default or limit the right of the Holders of a majority in aggregate principal amount of those Securities to which such additional Events of Default apply to waive such default, all as set forth in the Company Request; (3) to permit or facilitate the issuance of Subordinated Notes in uncertificated or global form, provided any such action will not adversely affect the interests of the Holders; (4d) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Subordinated Notes Xxxxxxx and to add to or change any of the provisions of this Indenture as will shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, in accordance with the requirements of Section 5.10; (5e) to cure any ambiguity or to correct or supplement any provision herein that may be defective or that may be inconsistent with any other provision herein; (6) to make any other ; provided such provisions with respect to matters or questions arising under this Indenture that will shall not adversely affect the interests of the Holders of then Outstanding Subordinated NotesSecurities in any material respect; (7) to add any additional Events of Default (as will be specified in such supplemental indenture); (8) to supplement any of the provisions of this Indenture to such extent as will be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge of the Subordinated Notes in accordance with Article III, provided that any such action will not adversely affect the interests of any Holder; (9) to provide for the issuance of Exchange Notes; (10) to conform any provision in this Indenture to the requirements of the Trust Indenture Act; or (11f) to make any change that does not adversely affect the legal rights of any Holder of Securities or to surrender any right, power or option conferred on the Company hereunder; or (g) to make any change to comply with any requirement of the Commission in connection with the qualification of the Indenture under TIA; or (h) to provide for the issuance of uncertificated Securities in addition to or in place of certificated Securities; provided, however that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Internal Revenue Code of 1986. The Company and the Trustee may not enter into a supplemental indenture pursuant to this Section 8.01 if such supplemental indenture modifies in any respect any Event of Default relating to any covenant in this Indenture of any Holderin effect immediately prior to the time such supplemental indenture becomes effective.

Supplemental Indentures Without Consent of Holders. Without the consent of any the Holders of Subordinated any Notes, the Company (when authorized by or in accordance with a Board Resolution) and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental heretohereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof), in form satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants of the Company contained herein under this Indenture and in the Subordinated NotesNotes pursuant to Article VII; (2) to add to the covenants of the Company for the benefit of Holders of the Holders (as will be specified in such supplemental indenture or indentures) Notes or to surrender any right or power herein conferred upon the Company with respect to the Subordinated Notes issued under by this Indenture (as will be specified in such supplemental indenture or indentures)Indenture; (3) to add any additional Events of Default for the benefit of Holders of the Notes; (4) to add to or change any of the provisions of this Indenture as necessary to permit or facilitate the issuance of Subordinated Notes in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Notes in uncertificated or global form, provided any such action will not adversely affect the interests of the Holders; (45) to evidence and provide for secure the acceptance Notes or add Guarantees of appointment hereunder by or additional obligors on the Notes of all or any series; (6) to add or appoint a successor or separate Trustee with respect to the Subordinated Notes and to add to or change any of the provisions of this Indenture as will shall be necessary to provide for or facilitate the administration of the trusts hereunder under this Indenture by more than one Trustee, Trustee in accordance with the requirements of Section 5.10; (5) to cure any ambiguity or to correct or supplement any provision herein that may be defective or that may be inconsistent with any other provision herein; (6) to make any other provisions with respect to matters or questions arising under set forth in this Indenture that will not adversely affect the interests of the Holders of then Outstanding Subordinated NotesIndenture; (7) to add cure any additional Events of Default (as will be specified in such supplemental indenture)ambiguity, defect or inconsistency; (8) to supplement any of the provisions of this Indenture to such extent as will be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction defeasance and discharge of the Subordinated Notes in accordance with Article III, any series of Notes; provided that any such action will not adversely affect the interests of the Holders of the Notes are not adversely affected in any Holdermaterial respect; (9) to provide for make any other change that would not adversely affect the issuance Holders of Exchange Notesthe Notes in any material respect; (10) to conform make any provision change necessary to comply with any requirement of the Commission in connection with the qualification of this Indenture to or any indenture supplemental hereto under the requirements of the Trust Indenture Act; orTIA; (11) to make conform this Indenture to the section entitled “Description of Notes” or any similarly titled section in any offering memorandum, prospectus or prospectus supplement pursuant to which any particular series of Notes is issued under this Indenture; and (12) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Notes; provided that does not any such addition, change or elimination (i) shall neither (A) apply to any Note of any series created prior to the execution of the supplemental indenture effecting such modification and entitled to the benefit of such provision nor (B) modify the rights of the holder of any such Note with respect to such provision or (ii) shall become effective only when there is no such Note outstanding. No supplemental indenture for the purposes identified in clause (2) or (7) above may be entered into if to do so would adversely affect the legal rights under this Indenture interest of any Holderthe Holders of Notes.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Subordinated NotesThe Company, the Company (when authorized by or in accordance with a Board Resolution) , and the Trustee, at any time and the Company’s expense, may from time to time and at any time, may without notice to or the consent of any Holder, enter into one an indenture or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposesto: (1a) to evidence the succession of another Person to the Companycure any ambiguity, and the assumption by any such successor omission, defect or inconsistency in a manner that does not materially adversely affect Holders of the covenants of the Company contained herein and in the Subordinated Notes; (2b) provide for the assumption by a Successor Company of the Company’s obligations under the Indenture and the Notes, in accordance with the provisions of Article Five of the Base Indenture; (c) add guarantees with respect to the Notes; (d) secure the Notes; (e) add to the Company’s covenants or Events of the Company Defaults for the benefit of the Holders (as will be specified in such supplemental indenture or indentures) or to surrender any right or power herein conferred upon the Company with respect to the Subordinated Notes issued under this Indenture (as will be specified in such supplemental indenture or indentures)Company; (3f) to permit or facilitate the issuance of Subordinated Notes in uncertificated or global form, provided any such action will not adversely affect the interests of the Holders; (4) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Subordinated Notes and to add to or change any of the provisions of this Indenture as will be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, in accordance with the requirements of Section 5.10; (5) to cure any ambiguity or to correct or supplement any provision herein that may be defective or that may be inconsistent with any other provision herein; (6) to make any other provisions with respect to matters or questions arising under this Indenture that will not adversely affect the interests of the Holders of then Outstanding Subordinated Notes; (7) to add any additional Events of Default (as will be specified in such supplemental indenture); (8) to supplement any of the provisions of this Indenture to such extent as will be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge of the Subordinated Notes in accordance with Article III, provided that any such action will not adversely affect the interests of any Holder; (9) to provide for the issuance of Exchange Notes; (10) to conform any provision in this Indenture to the requirements of the Trust Indenture Act; or (11) to make any change that does not adversely affect the legal rights under this Indenture of any Holder; (g) effect the changes to the terms of the Notes required by Section 9.07 upon the occurrence of a Merger Event; or (h) conform the provisions of the Indenture to the section entitled “Description of Debt Securities” as set forth in the prospectus dated September 20, 2011, as supplemented and amended by the “Description of Notes” section in the Prospectus Supplement. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under the Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 8.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 8.03.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Subordinated NotesHolders, the Company (Company, when authorized by or in accordance with a Board Resolution) , and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, Trustee hereto for any of the following purposes: (1) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants and obligations of the Company contained herein and in the Subordinated Notes;Securities as permitted by Article VII of this Indenture; or (2) to add to the covenants of the Company for the benefit of the Holders (as will be specified in such supplemental indenture or indentures) or to surrender any right or power herein conferred upon the Company with respect to the Subordinated Notes issued under this Indenture (as will be specified in such supplemental indenture or indentures);Company; or (3) to permit or facilitate secure the issuance of Subordinated Notes in uncertificated or global form, provided any such action will not adversely affect the interests of the Holders;Securities; or (4) [to make provision with respect to the conversion rights of Holders pursuant to Section 12.11 or](54) to make provision with respect to the repurchase rights of Holders pursuant to Section 14.5; or (5) to comply with the requirements of the Trust Indenture Act or the rules and regulations of the Commission thereunder in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, as contemplated by this Indenture or otherwise; or (6) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Subordinated Notes and to add to or change any of the provisions of this Indenture as will be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, in accordance with the requirements of Section 5.10;; or (57) to cure any ambiguity or ambiguity, to correct or supplement any provision herein that may be defective or that which may be inconsistent with any other provision herein; (6) herein or which is otherwise defective, or to make any other provisions with respect to matters or questions arising under this Indenture that will as the Company and the Trustee may deem necessary or desirable, provided such action pursuant to this clause (8) shall not adversely affect the interests of the Holders in any material respect. Upon Company Request, accompanied by a Board Resolution authorizing the execution of then Outstanding Subordinated Notes; (7) to add any additional Events of Default (as will be specified in such supplemental indenture); (8) , and subject to supplement any and upon receipt by the Trustee of the provisions documents described in Section 8.3 hereof, the Trustee shall join with the Company in the execution of any supplemental indenture authorized or permitted by the terms of this Indenture to such extent as will be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge of the Subordinated Notes in accordance with Article III, provided that any such action will not adversely affect the interests of any Holder; (9) to provide for the issuance of Exchange Notes; (10) to conform any provision in this Indenture to the requirements of the Trust Indenture Act; or (11) to make any change that does not adversely affect the legal rights under this Indenture of any Holderfurther appropriate agreements and stipulations which may be therein contained.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Subordinated NotesHolders, the Company (Guarantors, when authorized by or in accordance with pursuant to a Board Resolution) , and the Security Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Security Trustee, for any of the following purposes: (1a) to evidence the succession of another Person to the Company, a Guarantor and the assumption by any such successor of the covenants of the Company applicable Guarantor contained herein and in the Subordinated Notes;or to add another Person as a guarantor hereunder (with such Person thereafter becoming a Guarantor for purposes of this Guarantee); or (2b) to add to the covenants of the Company for the benefit of the Holders (as will be specified in such supplemental indenture or indentures) Guarantors or to surrender any right or power herein conferred upon the Company with respect Guarantors, both of which in the opinion of the Security Trustee, relying upon an Opinion of Counsel, is for the benefit of the Holders of all of the Series 9 Preferred LP Units and is not prejudicial to the Subordinated Notes issued under this Indenture (as will be specified in such supplemental indenture or indentures); (3) to permit or facilitate the issuance of Subordinated Notes in uncertificated or global form, provided any such action will not adversely affect the interests rights of the Holders;; or (4c) to add any additional Events of Default; or (d) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee trustee with respect to the Subordinated Notes this Guarantee and to add to or change any of the provisions of this Indenture Guarantee as will shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trusteetrustee, in accordance with pursuant to the requirements of Section 5.10;5.11; or (5e) to cure any ambiguity or ambiguity, to correct or supplement any provision herein that may be defective or that which may be inconsistent with any other provision herein; (6) , or to make any other provisions with respect to matters or questions arising under this Indenture that will Guarantee, which in the opinion of the Security Trustee, relying upon an Opinion of Counsel, shall not adversely affect the interests of the Holders of then Outstanding Subordinated Notes;Series 9 Preferred LP Units in any material respect; or (7f) to add any additional Events of Default (as will be specified in such supplemental indenture); (8) to supplement any of the provisions of this Indenture Guarantee to such extent as will shall be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge termination (including any partial termination with respect to a Guarantor) pursuant to Section 4.1; provided that in the opinion of the Subordinated Notes in accordance with Article IIISecurity Trustee, provided that relying upon an Opinion of Counsel, any such action will (other than any action permitted by Section 4.1) shall not adversely affect the interests of the Holders of Series 9 Preferred LP Units in any Holder; (9) to provide for the issuance of Exchange Notes; (10) to conform any provision in this Indenture to the requirements of the Trust Indenture Act; or (11) to make any change that does not adversely affect the legal rights under this Indenture of any Holdermaterial respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Subordinated NotesHolders, the Company (Company, when authorized by or in accordance with pursuant to a Board Resolution) Resolution and the Trustee, Trustee at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (1a) to evidence the succession of another Person corporation to the Company, Company and the assumption by any such successor of the covenants and obligations of the Company contained herein and in the Subordinated Notes;Securities; or (2b) to add to the covenants of the Company for the benefit of the Holders (as will be specified in such supplemental indenture or indentures) of the Securities or to surrender any right or power herein conferred upon the Company Company; provided, however, that in respect of any such additional covenant such supplemental indenture may provide for a particular period of grace after Default (which period may be shorter or longer than that allowed in the case of other Defaults) or may limit the remedies available to the Trustee upon such Default; or (c) to add any additional Events of Default with respect to the Subordinated Notes issued under this Indenture (as will be specified in such supplemental indenture or indentures);Securities; or (3d) to permit or facilitate secure the issuance of Subordinated Notes in uncertificated or global form, provided any such action will not adversely affect the interests of the Holders;Securities; or (4e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Subordinated Notes and to add to or change any of the provisions of this the Indenture as will shall be necessary to provide for or facilitate the administration of the trusts trust hereunder by more than one the Trustee, in accordance with pursuant to the requirements of Section 5.10;7.11 herein; or (5f) if allowed without penalty under applicable laws and regulations, to cure any ambiguity or permit payment in respect of the Securities in bearer form in the United States; or (g) to correct or supplement any provision herein that may be defective or that which may be inconsistent with any other provision herein; (6) herein or to make any other provisions with respect to matters or questions arising under this Indenture that will the Indenture, provided such action shall not adversely affect the interests of the Holders of then Outstanding Subordinated Notes;Securities affected thereby; or (7h) to add cure an ambiguity or correct any additional Events of Default (as will be specified in such supplemental indenture); (8) to supplement any of the provisions of this Indenture to such extent as will be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge of the Subordinated Notes in accordance with Article IIImistake, provided that any such action will shall not adversely affect the interests of any Holder; (9) to provide for the issuance Holders of Exchange Notes; (10) to conform any provision in this Indenture to the requirements of the Trust Indenture ActSecurities; or (11i) to make any change that does not adversely affect add a Subsidiary Guarantor or remove a Subsidiary Guarantor, which, in accordance with the legal rights under this Indenture terms of any Holderthe Indenture, ceases to be liable in respect of its Subsidiary Guarantee.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Subordinated NotesHolders, the Company (Company, when authorized by or in accordance with a Board Resolution) , and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental heretohereto or otherwise amend this Indenture, in form satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants of the Company contained herein and in the Subordinated Notes;Securities; or (2) to add to the covenants of the Company for the benefit of the Holders (as will be specified in such supplemental indenture or indentures) of the Securities or to surrender any right or power herein conferred upon the Company with respect to the Subordinated Notes issued under this Indenture (as will be specified in such supplemental indenture or indentures);Company; or (3) to add any additional Events of Default for the benefit of the Holders of the Securities; or (4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Subordinated Notes Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated or global form, provided any such action will not adversely affect the interests of the Holders;; or (45) to secure the Securities pursuant to the requirements of Section 1009 or otherwise; or (6) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect pursuant to the Subordinated Notes and to add to or change any of the provisions of this Indenture as will be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, in accordance with the requirements of Section 5.10;611; or (57) to cure any ambiguity or ambiguity, to correct or supplement any provision herein that which may be defective or that may be inconsistent with any other provision herein; (6) , or to make any other provisions with respect to matters or questions arising under this Indenture Indenture, provided that will such action pursuant to this Clause (7) shall not adversely affect the interests of the Holders of then Outstanding Subordinated Notes; (7) to add Securities in any additional Events of Default (as will be specified in such supplemental indenture);material respect; or (8) to supplement comply with any requirements of the provisions Commission in connection with the qualification of this Indenture to such extent as will be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge of the Subordinated Notes in accordance with Article III, provided that any such action will not adversely affect the interests of any Holder; (9) to provide for the issuance of Exchange Notes; (10) to conform any provision in this Indenture to the requirements of under the Trust Indenture Act; or (119) to make any other change that does not adversely affect the legal rights interests of any Holder of Securities in any material respect. After an amendment under this Indenture Section becomes effective, the Company shall mail to Holders of Securities a notice briefly describing such amendment. The failure to give such notice to all Holders of Securities, or any Holderdefect therein, shall not impair or affect the validity of an amendment under this Section.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Subordinated NotesThe Company, the Company (when authorized by or in accordance with a the resolutions of the Board Resolution) of Directors and the Trustee, at any time and the Company’s expense, may from time to time, may time and at any time enter into an indenture or indentures supplemental hereto or amend the Securities for one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes, to: (1a) to evidence cure any ambiguity, omission, defect or inconsistency under this Indenture or the succession of another Person to the Company, and Securities; (b) provide for the assumption by any such successor a Successor Company of the covenants of the Company contained herein and Company’s obligations under this Indenture as set forth in the Subordinated NotesArticle 11; (2c) add guarantees with respect to the Securities; (d) secure the Securities; (e) add to the covenants or Events of the Company Default for the benefit of the Holders (as will be specified in such supplemental indenture or indentures) or to surrender any right or power herein conferred upon the Company with respect to the Subordinated Notes issued under this Indenture (as will be specified in such supplemental indenture or indentures)Company; (3f) to permit or facilitate the issuance of Subordinated Notes in uncertificated or global form, provided any such action will not adversely affect the interests of the Holders; (4) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Subordinated Notes and to add to or change any of the provisions of this Indenture as will be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, in accordance with the requirements of Section 5.10; (5) to cure any ambiguity or to correct or supplement any provision herein that may be defective or that may be inconsistent with any other provision herein; (6) to make any other provisions with respect to matters or questions arising under this Indenture that will not adversely affect the interests of the Holders of then Outstanding Subordinated Notes; (7) to add any additional Events of Default (as will be specified in such supplemental indenture); (8) to supplement any of the provisions of this Indenture to such extent as will be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge of the Subordinated Notes in accordance with Article III, provided that any such action will not adversely affect the interests of any Holder; (9) to provide for the issuance of Exchange Notes; (10) to conform any provision in this Indenture to the requirements of the Trust Indenture Act; or (11) to make any change that does not adversely affect the legal rights of any Holder; (g) in connection with any Merger Event, provide that the Securities are convertible into Reference Property, subject to the provisions of Section 14.02, and make such related changes to the terms of the Securities to the extent expressly required by Section 14.07; (h) provide for the issuance of additional Securities pursuant to Section 2.10; (i) conform the provisions of this Indenture or the Securities to the “Description of notes” section of the Offering Memorandum; (j) comply with the rules of any applicable Depositary so long as such amendment does not adversely affect the rights of any Holder in any material respect; (k) irrevocably elect or eliminate one of the Settlement Methods and/or irrevocably elect a Specified Dollar Amount (or range of Specified Dollar Amounts); or (l) increase the Conversion Rate as provided in this Indenture. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without notice to or the consent of the Holders of any Holderof the Securities at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Subordinated NotesHolders, the Company (Company, when authorized by or in accordance with pursuant to a Board Resolution) , and the Trustee, Trustee at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (1a) to evidence the succession of another Person corporation to the Company, Company and the assumption by any such successor of the covenants and obligations of the Company contained herein and in the Subordinated Notes;Securities; or (2b) to add to the covenants of the Company for the benefit of the Holders (as will be specified in such supplemental indenture or indentures) of the Securities or to surrender any right or power herein conferred upon the Company Company; provided, however, that in respect of any such additional covenant such supplemental indenture may provide for a particular period of grace after Default (which period may be shorter or longer than that allowed in the case of other Defaults) or may limit the remedies available to the Trustee upon such Default; or (c) to add any additional Events of Default with respect to the Subordinated Notes issued under this Indenture (as will be specified in such supplemental indenture or indentures);Securities; or (3d) to permit or facilitate secure the issuance of Subordinated Notes in uncertificated or global form, provided any such action will not adversely affect the interests of the Holders;Securities; or (4e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Subordinated Notes and to add to or change any of the provisions of this Indenture as will shall be necessary to provide for or facilitate the administration of the trusts trust hereunder by more than one the Trustee, in accordance with pursuant to the requirements of Section 5.10;7.11 hereof; or (5f) to cure any ambiguity or to correct or supplement any provision herein that may be defective or that which may be inconsistent with any other provision herein; (6) herein or to make any other provisions with respect to matters or questions arising under this Indenture that will Indenture, provided such action shall not adversely affect the interests of the Holders of then Outstanding Subordinated Notes;Securities affected thereby; or (7g) to add cure an ambiguity or correct any additional Events of Default (as will be specified in such supplemental indenture); (8) to supplement any of the provisions of this Indenture to such extent as will be necessary to permit mistake or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge of the Subordinated Notes in accordance with Article IIIinconsistency, provided that any such action will shall not adversely affect the interests of any Holder; (9) to provide for the issuance Holders of Exchange Notes; (10) to conform any provision in this Indenture to the requirements of the Trust Indenture ActSecurities; or (11h) to make any change that does not adversely affect add a Subsidiary Guarantor pursuant to Section 3.16 and Article X herein or remove a Subsidiary Guarantor, which, in accordance with the legal rights under terms of this Indenture Indenture, ceases to be liable in respect of any Holderits Subsidiary Guarantee.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Subordinated NotesHolders, the Company (Guarantors, when authorized by or in accordance with pursuant to a Board Resolution) , and the Security Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Security Trustee, for any of the following purposes: (1a) to evidence the succession of another Person to the Company, a Guarantor and the assumption by any such successor of the covenants of the Company applicable Guarantor contained herein and in the Subordinated Notes;or to add another Person as a guarantor hereunder (with such Person thereafter becoming a Guarantor for purposes of this Guarantee); or (2b) to add to the covenants of the Company for the benefit of the Holders (as will be specified in such supplemental indenture or indentures) Guarantors or to surrender any right or power herein conferred upon the Company with respect Guarantors, both of which in the opinion of the Security Trustee, relying upon an Opinion of Counsel, is for the benefit of the Holders of all of the Series 12 Preferred LP Units and is not prejudicial to the Subordinated Notes issued under this Indenture (as will be specified in such supplemental indenture or indentures); (3) to permit or facilitate the issuance of Subordinated Notes in uncertificated or global form, provided any such action will not adversely affect the interests rights of the Holders;; or (4c) to add any additional Events of Default; or (d) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee trustee with respect to the Subordinated Notes this Guarantee and to add to or change any of the provisions of this Indenture Guarantee as will shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trusteetrustee, in accordance with pursuant to the requirements of Section 5.10;5.11; or (5e) to cure any ambiguity or ambiguity, to correct or supplement any provision herein that may be defective or that which may be inconsistent with any other provision herein; (6) , or to make any other provisions with respect to matters or questions arising under this Indenture that will Guarantee, which in the opinion of the Security Trustee, relying upon an Opinion of Counsel, shall not adversely affect the interests of the Holders of then Outstanding Subordinated Notes;Series 12 Preferred LP Units in any material respect; or (7f) to add any additional Events of Default (as will be specified in such supplemental indenture); (8) to supplement any of the provisions of this Indenture Guarantee to such extent as will shall be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge termination (including any partial termination with respect to a Guarantor) pursuant to Section 4.1; provided that in the opinion of the Subordinated Notes in accordance with Article IIISecurity Trustee, provided that relying upon an Opinion of Counsel, any such action will (other than any action permitted by Section 4.1) shall not adversely affect the interests of the Holders of Series 12 Preferred LP Units in any Holder; (9) to provide for the issuance of Exchange Notes; (10) to conform any provision in this Indenture to the requirements of the Trust Indenture Act; or (11) to make any change that does not adversely affect the legal rights under this Indenture of any Holdermaterial respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Subordinated NotesHolders, the Company (Company, when authorized by or in accordance with a Board Resolution) , the Guarantor and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants of the Company contained herein and in the Subordinated Notes; (2) to add to the covenants of the Company for the benefit of the Holders (as will be specified in such supplemental indenture or indentures) or to surrender any right or power herein conferred upon the Company with respect to the Subordinated Notes issued under this Indenture (as will be specified in such supplemental indenture or indentures)Company; (3) to permit or facilitate the issuance add any additional Events of Subordinated Notes in uncertificated or global form, provided any such action will not adversely affect the interests of the HoldersDefault; (4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to facilitate the issuance of Notes in global form; (5) [RESERVED] (6) to secure the Notes or Note Guarantee; (7) to comply with the requirements of the Commission in order to effect or maintain qualification of this Indenture under the TIA; (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Subordinated Notes and to add to or change any of the provisions of this Indenture as will shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, in accordance with pursuant to the requirements of Section 5.106.10 and Section 6.11; (59) to make provision with respect to the conversion rights of the Holders pursuant to the requirements of Section 12.6 or the obligations of a successor to the Company pursuant to the requirements of Section 7.1; (10) to increase the Conversion Rate or increase the consideration payable to any Holder, provided that no such increase individually or in the aggregate with all other such increases has or will have an adverse effect on the interests of the Holders; or (11) to cure any ambiguity ambiguity, correct any mistake or to correct or supplement any provision herein that which may be defective or that may be inconsistent with any other provision herein; (6) herein or to make any other provisions with respect to matters or questions arising under this Indenture that will which shall not be inconsistent with the provisions of this Indenture, provided such other provisions shall not adversely affect the interests of the Holders of then Outstanding Subordinated Notes; (7) to add any additional Events of Default (as will be specified in such supplemental indenture); (8) to supplement any of the provisions of this Indenture to such extent as will be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge of the Subordinated Notes in accordance with Article III, provided that any such action will not adversely affect the interests of any Holder; (9) to provide for the issuance of Exchange Notes; (10) to conform any provision in this Indenture to the requirements of the Trust Indenture Act; or (11) to make any change that does not adversely affect the legal rights under this Indenture of any Holder.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Subordinated NotesHolders, the Company (Company, when authorized by or in accordance with a Board Resolution) , the Guarantor and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants of the Company contained herein and in the Subordinated Notes; (2) to add to the covenants of the Company for the benefit of the Holders (as will be specified in such supplemental indenture or indentures) or to surrender any right or power herein conferred upon the Company with respect to the Subordinated Notes issued under this Indenture (as will be specified in such supplemental indenture or indentures)Company; (3) to permit or facilitate the issuance add any additional Events of Subordinated Notes in uncertificated or global form, provided any such action will not adversely affect the interests of the HoldersDefault; (4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to facilitate the issuance of Notes in global form; (5) [RESERVED] (6) to secure the Notes or Note Guarantee; (7) to comply with the requirements of the Commission in order to effect or maintain qualification of this Indenture under the TIA; (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Subordinated Notes and to add to or change any of the provisions of this Indenture as will shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, in accordance with pursuant to the requirements of Section 5.106.10 and Section 6.11; (59) to make provision with respect to the conversion rights of the Holders pursuant to the requirements of Section 12.6 or the obligations of a successor to the Company pursuant to the requirements of Section 7.1; (10) to increase the Conversion Rate or increase the consideration payable to any Holder, provided that no such increase individually or in the aggregate with all other such increases has or will have an adverse effect on the interests of the Holders; or (11) to cure any ambiguity ambiguity, correct any mistake or to correct or supplement any provision herein that which may be defective or that may be inconsistent with any other provision herein; (6) herein or to make any other provisions with respect to matters or questions arising under this Indenture that will which shall not be inconsistent with the provisions of this Indenture, provided such other provisions shall not adversely affect the interests of the Holders of then Outstanding Subordinated Notes; (7) to add any additional Events of Default (as will be specified in such supplemental indenture); (8) to supplement any of the provisions of this Indenture to such extent as will be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge of the Subordinated Notes in accordance with Article III, provided that any such action will not adversely affect the interests of any Holder; (9) to provide for the issuance of Exchange Notes; (10) to conform any provision in this Indenture to the requirements of the Trust Indenture Act; or (11) to make any change that does not adversely affect the legal rights under this Indenture of any HolderHolders.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Subordinated NotesHolders, the Company (Company, when authorized by or in accordance with a Board Resolution) , and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company contained herein and in the Subordinated NotesDebentures; (2) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or to surrender any right or power herein conferred upon the Company; (3) to add to the covenants of the Company for the benefit of the Holders (as will be specified in such supplemental indenture or indentures) Holders, or to surrender any right or power herein conferred upon the Company Company; (4) to add any additional Events of Default; (5) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Debenture created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; (6) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to the Subordinated Notes issued matters or questions arising under this Indenture (as will be specified in such supplemental indenture or indentures); (3) to permit or facilitate the issuance of Subordinated Notes in uncertificated or global formIndenture, provided any that such action will pursuant to this clause (6) shall not adversely affect the interests interest of the HoldersHolders in any material respect or, in the case of the Debentures issued to the Trust and for so long as any of the corresponding Preferred Securities issued by the Trust shall remain outstanding, the holders of such Preferred Securities; (47) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Subordinated Notes and to add to or change any of the provisions of this Indenture as will shall be necessary to provide for or facilitate the administration of the trusts trust hereunder by more than one Trustee, in accordance pursuant to the requirements of Section 6.11(b); or (8) to comply with the requirements of Section 5.10; (5) the Commission in order to cure any ambiguity effect or to correct or supplement any provision herein that may be defective or that may be inconsistent with any other provision herein; (6) to make any other provisions with respect to matters or questions arising under this Indenture that will not adversely affect maintain the interests of the Holders of then Outstanding Subordinated Notes; (7) to add any additional Events of Default (as will be specified in such supplemental indenture); (8) to supplement any of the provisions qualification of this Indenture to such extent as will be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge of the Subordinated Notes in accordance with Article III, provided that any such action will not adversely affect the interests of any Holder; (9) to provide for the issuance of Exchange Notes; (10) to conform any provision in this Indenture to the requirements of under the Trust Indenture Act; or (11) to make any change that does not adversely affect the legal rights under this Indenture of any Holder.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Subordinated NotesHolders, the Company (Company, when authorized by or in accordance with a Board Resolution) , and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1i) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants of the Company contained herein and in the Subordinated Notes;Securities; or (2ii) to add to the covenants of the Company for the benefit of the Holders (as will be specified in such supplemental indenture or indentures) Holders, or to surrender any right or power herein conferred upon the Company with respect to the Subordinated Notes issued under this Indenture (as will be specified in such supplemental indenture or indentures);Company; or (3iii) to permit or facilitate the issuance of Subordinated Notes in uncertificated or global form, provided any such action will not adversely affect the interests of the Holders; (4) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Subordinated Notes and to add to or change any of the provisions of this Indenture as will be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, in accordance with the requirements of Section 5.10;Securities; or (5iv) to cure any ambiguity or defect, to correct or supplement any provision herein that may be defective or that which may be inconsistent with any other provision herein; (6) , or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture, provided that will such action pursuant to this clause (vi) shall not adversely affect the interests of the Holders in any material respect; or (v) to add any additional Events of Default for the benefit of the Holders; or (vi) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities any property or assets; or (vii) to decrease the Conversion Price of the Securities; provided, however, that such decrease shall be in accordance with the terms of this Indenture or shall not adversely affect the interests of the Holders of then Outstanding Subordinated Notes;the Securities; or (7viii) to add any additional Events of Default (as will be specified in such supplemental indenture); (8) to supplement any of the provisions of this Indenture to such extent as will shall be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge of the Subordinated Notes in accordance with Article IIISecurities, provided that any such action will change or modification does not adversely affect the interests of any Holder; (9) to provide for the issuance of Exchange Notes; (10) to conform any provision in this Indenture to the requirements Holders of the Trust Indenture ActSecurities; or (11ix) to make any changes or modifications necessary in connection with the registration of the Securities under the Securities Act as contemplated in the Registration Rights Agreement; provided, however, that such change that or modification does not adversely affect the legal rights under this Indenture interests of the Holders of Securities; or (x) to add or modify any Holderother provisions herein with respect to matters or questions arising hereunder which the Company and the Trustee may deem necessary or desirable and which would not reasonably be expected to adversely affect the interests of the Holders of Securities in any material respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Subordinated NotesHolders, the Company (Guarantors, when authorized by or in accordance with pursuant to a Board Resolution) , and the Security Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Security Trustee, for any of the following purposes: (1a) to evidence the succession of another Person to the Company, a Guarantor and the assumption by any such successor of the covenants of the Company applicable Guarantor contained herein and in the Subordinated Notes;or to add another Person as a guarantor hereunder (with such Person thereafter becoming a Guarantor for purposes of this Guarantee); or (2b) to add to the covenants of the Company for the benefit of the Holders (as will be specified in such supplemental indenture or indentures) Guarantors or to surrender any right or power herein conferred upon the Company with respect Guarantors, both of which in the opinion of the Security Trustee, relying upon an Opinion of Counsel, is for the benefit of the Holders of all of the Series 5 Preferred LP Units and is not prejudicial to the Subordinated Notes issued under this Indenture (as will be specified in such supplemental indenture or indentures); (3) to permit or facilitate the issuance of Subordinated Notes in uncertificated or global form, provided any such action will not adversely affect the interests rights of the Holders;; or (4c) to add any additional Events of Default; or (d) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee trustee with respect to the Subordinated Notes this Guarantee and to add to or change any of the provisions of this Indenture Guarantee as will shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trusteetrustee, in accordance with pursuant to the requirements of Section 5.10;5.11; or (5e) to cure any ambiguity or ambiguity, to correct or supplement any provision herein that may be defective or that which may be inconsistent with any other provision herein; (6) , or to make any other provisions with respect to matters or questions arising under this Indenture that will Guarantee, which in the opinion of the Security Trustee, relying upon an Opinion of Counsel, shall not adversely affect the interests of the Holders of then Outstanding Subordinated Notes;Series 5 Preferred LP Units in any material respect; or (7f) to add any additional Events of Default (as will be specified in such supplemental indenture); (8) to supplement any of the provisions of this Indenture Guarantee to such extent as will shall be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge termination (including any partial termination with respect to a Guarantor) pursuant to Section 4.1; provided that in the opinion of the Subordinated Notes in accordance with Article IIISecurity Trustee, provided that relying upon an Opinion of Counsel, any such action will (other than any action permitted by Section 4.1) shall not adversely affect the interests of the Holders of Series 5 Preferred LP Units in any Holder; (9) to provide for the issuance of Exchange Notes; (10) to conform any provision in this Indenture to the requirements of the Trust Indenture Act; or (11) to make any change that does not adversely affect the legal rights under this Indenture of any Holdermaterial respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Subordinated NotesHolders, the Company (Company, when authorized by or in accordance with pursuant to a Board Resolution) , and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Company and the Trustee, for any of the following purposes: (1) to evidence the succession of another Person cure ambiguities, defects or inconsistencies, or to the Company, and the assumption by make any such successor of the covenants of the Company contained herein and in the Subordinated Notesother provisions with respect to questions or matters arising under this Indenture; (2) to effect or maintain the qualification of the Indenture under the Trust Indenture Act. (3) to secure the Notes; or (4) to add to the covenants of the Company or any Guarantor for the benefit of the Holders of the Notes; or (as will be specified in such supplemental indenture or indentures5) or to surrender make any right or power herein conferred upon the Company with respect other change to the Subordinated Notes issued under provisions of this Indenture (as will be specified that does not adversely affect in such supplemental indenture or indentures)all material respects the rights of Holders of the Notes hereunder; (36) to permit or facilitate the issuance of Subordinated Notes in uncertificated or global form, provided add any such action will not adversely affect the interests of the Holdersadditional Note Guarantees; (47) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Subordinated Notes and to add to or change any of the provisions of this Indenture as will shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, in accordance with pursuant to the requirements of Section 5.10;7.09(b); or (58) to evidence the succession of another Person to the Company or any Guarantor and the assumption by any such successor of the obligations of the Company or Guarantor, as applicable, contained herein and in the Notes; or (9) to cure add any ambiguity or to correct or supplement any provision herein that may be defective or that may be inconsistent with any other provision herein;additional Events of Default; or (610) to change or eliminate any of the provisions of this Indenture; provided, however that any such change or elimination shall become effective only when there is no Note Outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (11) to make any other provisions with respect to matters or questions arising under this Indenture Indenture; provided, however, that will such action shall not adversely affect the interests of the Holders of then Outstanding Subordinated Notes;Notes in any material respect; or (712) to add any additional Events of Default (as will be specified in such supplemental indenture); (8) to supplement any of the provisions of this Indenture to such extent as will shall be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction defeasance and discharge of the Subordinated Notes in accordance with Article IIIpursuant to Sections 11.01, 8.02 and 8.03; provided that any such action will shall not adversely affect the interests of the Holders of Notes in any Holder;material respect; or (913) to provide for the issuance uncertificated Notes in addition to or in place of Exchange certificated Notes; (10) to conform any provision in this Indenture to the requirements of the Trust Indenture Act; or (11) to make any change that does not adversely affect the legal rights under this Indenture of any Holder.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Subordinated NotesSecurities, the Company (Company, when authorized by or in accordance with pursuant to a Board Resolution) , and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1a) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants of the Company contained herein and in the Subordinated NotesSecurities issued hereunder; (2b) to add to the covenants of the Company for the equal and ratable benefit of the Holders (as will be specified in such supplemental indenture or indentures) or to surrender any right right, power or power option herein conferred upon the Company with Company; (c) to add any Events of Default for the benefit of the Holders; PROVIDED, HOWEVER, that in respect to the Subordinated Notes issued under this Indenture (as will be specified in of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or indentures)longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of those Securities to which such additional Events of Default apply to waive such default; (3) to permit or facilitate the issuance of Subordinated Notes in uncertificated or global form, provided any such action will not adversely affect the interests of the Holders; (4d) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Subordinated Notes and to add to or change any of the provisions of this Indenture as will shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, in accordance with the requirements of Section 5.10; (5e) to cure any ambiguity or to correct or supplement any provision herein that may be defective or that may be inconsistent with any other provision herein; (6) to make any other ; provided such provisions with respect to matters or questions arising under this Indenture that will shall not adversely affect the interests of the Holders of then Outstanding Subordinated NotesSecurities in any material respect; (7) to add any additional Events of Default (as will be specified in such supplemental indenture); (8) to supplement any of the provisions of this Indenture to such extent as will be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge of the Subordinated Notes in accordance with Article III, provided that any such action will not adversely affect the interests of any Holder; (9) to provide for the issuance of Exchange Notes; (10) to conform any provision in this Indenture to the requirements of the Trust Indenture Act; or (11f) to make any change that does not adversely affect the legal rights under this Indenture of any Holderholder of Securities or to surrender any right, power or option conferred on the Company hereunder; (g) to make any change to comply with any requirement of the Commission in connection with the qualification of the Indenture under TIA; or (h) to provide for the issuance of uncertificated Securities in addition to or in place of certificated Securities; PROVIDED, HOWEVER that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Internal Revenue Code of 1986.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Subordinated NotesHolders, the Company (Company, when authorized by or in accordance with a Board Resolution) , each of the Subsidiary Guarantors, when authorized by a Board Resolution, and the TrusteeTrustee upon Company Request, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants of the Company contained herein and in the Subordinated Notes;Securities; or (2) to add to the covenants of the Company for the benefit of the Holders (as will be specified in such supplemental indenture or indentures) or to surrender any right or power herein conferred upon the Company with respect to the Subordinated Notes issued under this Indenture (as will be specified in such supplemental indenture or indentures);Company; or (3) to permit or facilitate the issuance add any additional Events of Subordinated Notes in uncertificated or global form, provided any such action will not adversely affect the interests of the Holders;Default; or (4) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect pursuant to the Subordinated Notes and to add to or change any of the provisions of this Indenture as will be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, in accordance with the requirements of Section 5.10;Sections 6.9 and 6.10 hereof, or (5) to cure any ambiguity or ambiguity, to correct or supplement any provision herein that which may be defective or that may be inconsistent with any other provision herein; (6) , or to make any other provisions with respect to matters or questions arising under this Indenture provided that will such action shall not adversely affect the interests of the Holders in any material respect; or (6) to secure the Securities pursuant to the requirements of then Outstanding Subordinated Notes;Section 10.15 hereof or otherwise; or (7) to add any Restricted Subsidiary as an additional Events Subsidiary Guarantor as provided in Section 10.13(i) hereof or to evidence the succession of Default (as will be specified another Person to any Subsidiary Guarantor pursuant to Section 13.2(ii) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Securities and in the Subsidiary Guarantee of such supplemental indenture);Subsidiary Guarantor; or (8) to supplement any of the provisions of this Indenture release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to such extent as will be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge of the Subordinated Notes in accordance with Article III, provided that any such action will not adversely affect the interests of any Holder;Section 13.3 hereof; or (9) to provide for the issuance uncertificated Securities in addition to or in place of Exchange Notes;certificated Securities; or (10) to conform any provision in this Indenture to comply with the requirements of the Trust Indenture Act; or (11) SEC in order to make any change that does not adversely affect effect or maintain the legal rights under qualification of this Indenture of any Holderunder the TIA.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Subordinated NotesHolders, the Company (Company, when authorized by or in accordance with a Board Resolution) , and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1a) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants of the Company contained herein and in the Subordinated Notes;Convertible Debentures; or (2b) to add to the covenants of the Company for the benefit of the Holders (as will be specified in such supplemental indenture or indentures) Holders, or to surrender any right or power herein conferred upon the Company Company; or (c) to make provision with respect to the Subordinated Notes issued under this Indenture (as will be specified in such supplemental indenture or indentures); (3) conversion rights of Holders pursuant to permit or facilitate the issuance of Subordinated Notes in uncertificated or global form, provided any such action will not adversely affect the interests of the Holders; (4) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Subordinated Notes and to add to or change any of the provisions of this Indenture as will be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, in accordance with the requirements of Section 5.10;Article Thirteen; or (5d) to cure any ambiguity or ambiguity, to correct or supplement any provision herein that may be defective or that which may be inconsistent with any other provision herein; (6) , or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture; PROVIDED, that will such action pursuant to this Clause (d) shall not adversely affect in any material respect the interests of the Holders of then Outstanding Subordinated Notes; (7) to add any additional Events of Default (the Convertible Debentures or, so long as will be specified in such supplemental indenture); (8) to supplement any of the provisions Convertible Preferred Securities shall remain outstanding, the holders of the Convertible Preferred Securities; or (e) to comply with the requirements of the Commission in order to effect or maintain the qualification of this Indenture to such extent as will be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge of the Subordinated Notes in accordance with Article III, provided that any such action will not adversely affect the interests of any Holder; (9) to provide for the issuance of Exchange Notes; (10) to conform any provision in this Indenture to the requirements of under the Trust Indenture Act; or (11f) to make any change that does not adversely affect provision for transfer procedures, certification, book-entry provisions, the legal rights under this Indenture form of any Holderrestricted securities legends, if any, to be placed on Convertible Debentures, and all other matters required pursuant to Sections 305 and 314 or otherwise necessary, desirable or appropriate in connection with the issuance of Convertible Debentures to holders of Convertible Preferred Securities in the event of a distribution of Convertible Debentures by the Trust if a Special Event occurs and is continuing.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Subordinated Notes, the Company The Owner Trustee (when authorized by or in accordance with a Board Resolutionthe Owner Participant) and the Indenture Trustee, at any time and from time to timewithout consent of the Holders, may enter into an indenture or indentures supplemental hereto for one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1a) to convey, transfer, assign, mortgage or pledge any property or assets to the Indenture Trustee as security for the Certificates; (b) to evidence the succession of another Person corporation to the CompanyOwner Trustee or successive successions, and the assumption by any such the successor corporation of the covenants covenants, agreements and obligations of the Company contained Owner Trustee herein and in the Subordinated NotesCertificates; (2c) to add to the covenants of the Company Owner Trustee such further covenants, restrictions, conditions or provisions as it and the Indenture Trustee shall consider to be for the benefit protection of the Holders (as will be specified Holders, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Indenture Event of Default permitting the enforcement of all or any of the several remedies provided herein; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or indentureslonger than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Indenture Event of Default or may limit the remedies available to the Indenture Trustee upon such an Indenture Event of Default or may limit the right of not less than the Majority in Interest of Certificate Holders to waive such an Indenture Event of Default; (d) to surrender any right or power conferred herein conferred upon the Company with respect to Owner Trustee or the Subordinated Notes issued under this Indenture (as will be specified in such supplemental indenture or indentures)Owner Participant; (3) to permit or facilitate the issuance of Subordinated Notes in uncertificated or global form, provided any such action will not adversely affect the interests of the Holders; (4) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Subordinated Notes and to add to or change any of the provisions of this Indenture as will be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, in accordance with the requirements of Section 5.10; (5e) to cure any ambiguity or to correct or supplement any provision contained herein that or in any supplemental indenture which may be defective or that may be inconsistent with any other provision herein; (6) contained herein or in any supplemental indenture; or to make any such other provisions with respect in regard to matters or questions arising under this Indenture that will or under any supplemental indenture as the Owner Trustee may deem necessary or desirable and which shall not adversely affect the interests of the Holders of then Outstanding Subordinated NotesHolders; (7f) to add correct or amplify the description of any additional Events property at any time subject to the Lien of Default (this Indenture or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subject to the Lien of this Indenture or to subject Replacement Airframe or Replacement Engines to the Lien of this Indenture in accordance with the provisions hereof or with the Lease or to release from the Lien of this Indenture property that has been substituted on or removed from the Aircraft as will contemplated in Section 3.07 hereof; provided that supplements to this Indenture entered into for the purpose of subjecting Replacement Airframe or Replacement Engines to the Lien of this Indenture need only be specified in such supplemental indenture)executed by the Owner Trustee and the Indenture Trustee; (8) to supplement any of the provisions of this Indenture to such extent as will be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge of the Subordinated Notes in accordance with Article III, provided that any such action will not adversely affect the interests of any Holder; (9g) to provide for the issuance of Exchange Notes; (10) to conform any provision in this Indenture to the requirements of the Trust Indenture Act; or (11) to make any change that does not adversely affect the legal rights under this Indenture of any Holder.Certificates in coupon form (including Certificates registrable as to principal only) and to provide for exchangeability of such Certificates with Certificates issued hereunder in fully registered form, and to make all appropriate changes for such purpose;

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Subordinated NotesHolder, the Company (when authorized by or in accordance with a Board ResolutionResolutions) and the Trustee, at any time and from time to time, may enter into one amend or more indentures supplemental hereto, supplement the Indenture or the Notes or the Note Guarantees in form satisfactory to the Trustee, for any of the following purposes: (1) to cure any ambiguity, defect or inconsistency, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture, provided such action pursuant to this clause (1) shall not adversely affect the interests of any Holder in any respect; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to add to the covenants of the Company or the Guarantors for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company or the Guarantors or to make any other change that does not adversely affect the legal rights of any Holder under the Indenture, provided that the Company or the Guarantors have delivered to the Trustee an Opinion of Counsel stating that such change does not adversely affect the rights of any Holder; (4) to provide for additional Guarantors of the Notes or the release, in accordance with Section 4.17, of any Guarantor or the Note Guarantees; (5) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants obligations of the Company contained Company, herein and in the Subordinated Notes; (2) to add to the covenants of the Company for the benefit of the Holders (as will be specified in such supplemental indenture or indentures) or to surrender any right or power herein conferred upon the Company with respect to the Subordinated Notes issued under this Indenture (as will be specified in such supplemental indenture or indentures); (3) to permit or facilitate the issuance of Subordinated Notes in uncertificated or global form, provided any such action will not adversely affect the interests of the Holders; (4) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Subordinated Notes and to add to or change any of the provisions of this Indenture as will be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, in accordance with the requirements of Section 5.10; (5) to cure any ambiguity or to correct or supplement any provision herein that may be defective or that may be inconsistent with any other provision hereinArticle V; (6) to make any other provisions comply with respect to matters or questions arising under this Indenture that will not adversely affect the interests requirements of the Holders SEC in order to effect or maintain the qualification of then Outstanding Subordinated Notesthe Indenture under the TIA; (7) to add any additional Events provide for the issuance and authorization of Default (as will be specified in such supplemental indenture);the New Notes; or (8) to supplement any if no Default or Event of the provisions of this Indenture to such extent Default shall have occurred and be continuing or would occur as will be necessary to permit or facilitate the Legal Defeasancea consequence thereof, Covenant Defeasance and/or satisfaction and discharge of the Subordinated Notes in accordance with Article III, provided that any such action will not adversely affect the interests of any Holder; (9) to provide for the issuance of Exchange Notes; (10) Pari Passu Debt pursuant to conform such an indenture supplemental hereto in an aggregate principal amount at any provision in this Indenture time outstanding not to exceed $40.0 million; PROVIDED that the requirements provisions of such a supplemental indenture would not have a material adverse effect on the rights and entitlements of the Trust Indenture Act; or (11) to make any change that does not adversely affect Holders of the legal rights under this Indenture original issuance of any HolderNotes hereunder.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Subordinated NotesHolders, the Company (Guarantors, when authorized by or in accordance with pursuant to a Board Resolution) , and the Security Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Security Trustee, for any of the following purposes: (1a) to evidence the succession of another Person to the Company, a Guarantor and the assumption by any such successor of the covenants of the Company applicable Guarantor contained herein and in the Subordinated Notes;or to add another Person as a guarantor hereunder (with such Person thereafter becoming a Guarantor for purposes of this Guarantee); or (2b) to add to the covenants of the Company for the benefit of the Holders (as will be specified in such supplemental indenture or indentures) Guarantors or to surrender any right or power herein conferred upon the Company with respect Guarantors, both of which in the opinion of the Security Trustee, relying upon an Opinion of Counsel, is for the benefit of the Holders of all of the Series 11 Preferred LP Units and is not prejudicial to the Subordinated Notes issued under this Indenture (as will be specified in such supplemental indenture or indentures); (3) to permit or facilitate the issuance of Subordinated Notes in uncertificated or global form, provided any such action will not adversely affect the interests rights of the Holders;; or (4c) to add any additional Events of Default; or (d) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee trustee with respect to the Subordinated Notes this Guarantee and to add to or change any of the provisions of this Indenture Guarantee as will shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trusteetrustee, in accordance with pursuant to the requirements of Section 5.10;5.11; or (5e) to cure any ambiguity or ambiguity, to correct or supplement any provision herein that may be defective or that which may be inconsistent with any other provision herein; (6) , or to make any other provisions with respect to matters or questions arising under this Indenture that will Guarantee, which in the opinion of the Security Trustee, relying upon an Opinion of Counsel, shall not adversely affect the interests of the Holders of then Outstanding Subordinated Notes;Series 11 Preferred LP Units in any material respect; or (7f) to add any additional Events of Default (as will be specified in such supplemental indenture); (8) to supplement any of the provisions of this Indenture Guarantee to such extent as will shall be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge termination (including any partial termination with respect to a Guarantor) pursuant to Section 4.1; provided that in the opinion of the Subordinated Notes in accordance with Article IIISecurity Trustee, provided that relying upon an Opinion of Counsel, any such action will (other than any action permitted by Section 4.1) shall not adversely affect the interests of the Holders of Series 11 Preferred LP Units in any Holder; (9) to provide for the issuance of Exchange Notes; (10) to conform any provision in this Indenture to the requirements of the Trust Indenture Act; or (11) to make any change that does not adversely affect the legal rights under this Indenture of any Holdermaterial respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Subordinated NotesHolders, the Company (Company, when authorized by or in accordance with a Board Resolution) , and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company contained herein and in the Subordinated NotesDebentures; (2) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or to surrender any right or power herein conferred upon the Company; (3) to add to the covenants of the Company for the benefit of the Holders (as will be specified in such supplemental indenture or indentures) Holders, or to surrender any right or power herein conferred upon the Company Company; (4) to add any additional Events of Default; (5) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Debenture created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; (6) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to the Subordinated Notes issued matters or questions arising under this Indenture (as will be specified in such supplemental indenture or indentures); (3) to permit or facilitate the issuance of Subordinated Notes in uncertificated or global formIndenture, provided any that such action will pursuant to this clause (6) shall not adversely affect the interests interest of the HoldersHolders in any material respect or, in the case of the Debentures issued to the Trust and for so long as any of the corresponding Preferred Securities issued by the Trust shall remain outstanding, the holders of such Preferred Securities; (47) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Subordinated Notes and to add to or change any of the provisions of this Indenture as will shall be necessary to provide for or facilitate the administration of the trusts trust hereunder by more than one Trustee, in accordance with pursuant to the requirements of Section 5.10; (5) to cure any ambiguity or to correct or supplement any provision herein that may be defective or that may be inconsistent with any other provision herein; (6) to make any other provisions with respect to matters or questions arising under this Indenture that will not adversely affect the interests of the Holders of then Outstanding Subordinated Notes; (7) to add any additional Events of Default (as will be specified in such supplemental indenture6.11(b); (8) to supplement any comply with the requirements of the provisions Commission in order to effect or maintain the qualification of this Indenture to such extent as will be necessary to permit or facilitate under the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge of the Subordinated Notes in accordance with Article III, provided that any such action will not adversely affect the interests of any HolderTrust Indenture Act; (9) to provide for the issuance right of Exchange Notes;Holders to require the Company to repurchase Debentures in accordance with Section XII of this Indenture upon a Change of Control; or (10) to conform any provision provide for the issuance of Debentures to Holders of Preferred Securities in this Indenture to connection with the requirements liquidation of the Trust Indenture Act; or (11) to make any change that does not adversely affect permitted by the legal rights under this Indenture of any Holder.Trust Agreement. 50

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Subordinated NotesNotwithstanding Section 10.02 hereof, the Company (when authorized by or in accordance with a Board Resolution) and the Trustee, at any time and the Company’s expense, may from time to time, may time and at any time enter into an indenture or indentures supplemental hereto for one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1a) to evidence the succession of another Person to the Companycure any ambiguity, and the assumption by any such successor omission, defect or inconsistency that does not adversely affect Holders of the covenants of the Company contained herein and in the Subordinated Notes; (2b) to provide for the assumption by a Successor Person of the obligations of the Company under this Indenture pursuant to Article 11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Defaults of the Company for the benefit of the Holders (as will be specified in such supplemental indenture or indentures) or to surrender any right or power herein conferred upon the Company with respect to the Subordinated Notes issued under this Indenture (as will be specified in such supplemental indenture or indentures)Company; (3f) to permit or facilitate the issuance of Subordinated Notes in uncertificated or global form, provided any such action will not adversely affect the interests of the Holders; (4) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Subordinated Notes and to add to or change any of the provisions of this Indenture as will be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, a successor trustee in accordance with the requirements of Section 5.10terms hereof or to otherwise comply with any requirement hereof; (5g) to cure any ambiguity or provide for the issuance of additional Notes, to correct the extent that the Company deems such amendment or supplement any provision herein that may be defective necessary or that may be inconsistent advisable in connection with any other provision herein; (6) to make any other provisions with respect to matters or questions arising under this Indenture that will not adversely affect the interests of the Holders of then Outstanding Subordinated Notes; (7) to add any additional Events of Default (as will be specified in such supplemental indenture); (8) to supplement any of the provisions of this Indenture to such extent as will be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge of the Subordinated Notes in accordance with Article III, issuance; provided that any no such action will not adversely affect amendment or supplement may impair the rights or interests of any Holder; (9h) to provide for increase the issuance of Exchange Conversion Rate; (i) to add circumstances under which the Company will pay Additional Interest on the Notes; (10) to conform any provision in this Indenture to the requirements of the Trust Indenture Act; or (11j) to make any change that does not adversely affect the legal rights of any Holder; or (k) to conform the provisions of this Indenture or the Notes to the “Description of notes” section of the Offering Memorandum. Upon the written request of the Company accompanied by a Board Resolution authorizing the execution of such supplemental indenture, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any Holder.of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02. (NY) 27961/684/INDENTURE/WMGI.indenture.doc

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Subordinated Notes, the Company (when authorized by or in accordance with a Board Resolution) and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company contained herein and in the Subordinated Notes; (2) to add to the covenants of the Company for the benefit of the Holders (as will be specified in such supplemental indenture or indentures) or to surrender any right or power herein conferred upon the Company with respect to the Subordinated Notes issued under this Indenture (as will be specified in such supplemental indenture or indentures); (3) to permit or facilitate the issuance of Subordinated Notes in uncertificated or global form, provided any such action will not adversely affect the interests of the Holders; (4) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Subordinated Notes and to add to or change any of the provisions of this Indenture as will be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, in accordance with the requirements of Section 5.10; (5) to cure any ambiguity or to correct or supplement any provision herein that may be defective or that may be inconsistent with any other provision herein; (6) to make any other provisions with respect to matters or questions arising under this Indenture that will not adversely affect the interests of the Holders of then Outstanding Subordinated Notes; (7) to add any additional Events of Default (as will be specified in such supplemental indenture); (8) to supplement any of the provisions of this Indenture to such extent as will be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge of the Subordinated Notes in accordance with Article III, provided that any such action will not adversely affect the interests of any Holder; (9) to provide for the issuance of Exchange Notes; (10) to conform any provision in this Indenture to the requirements of the Trust Indenture Act; or (11) to make any change that does not adversely affect the legal rights under this Indenture of any Holder.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Subordinated NotesHolders, the Company (Company, when authorized by or in accordance with pursuant to a Board Resolution) , the Guarantors and the Trustee, Trustee at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (1a) to evidence the succession of another Person corporation to the Company, Company and the assumption by any such successor of the covenants and obligations of the Company contained herein and in the Subordinated Notes;Securities; or (2b) to add to the covenants of the Company or the Guarantors for the benefit of the Holders (as will be specified in such supplemental indenture or indentures) of the Securities or to surrender any right or power herein conferred upon the Company with or the Guarantors; provided, however, that in respect to the Subordinated Notes issued under this Indenture (as will be specified in of any such additional covenant such supplemental indenture may provide for a particular period of grace after Default (which period may be shorter or indentures);longer than that allowed in the case of other Defaults) or may limit the remedies available to the Trustee upon such Default; or (3c) to permit or facilitate the issuance add any additional Events of Subordinated Notes in uncertificated or global form, provided any such action will not adversely affect the interests of the Holders;Default; or (4d) to secure the Securities; or (e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Subordinated Notes and to add to or change any of the provisions of this Indenture as will shall be necessary to provide for or facilitate the administration of the trusts trust hereunder by more than one the Trustee, in accordance with pursuant to the requirements of Section 5.10;7.11; or (5f) if allowed without penalty under applicable laws and regulations, to cure any ambiguity or permit payment in respect of the Securities in bearer form in the United States; or (g) to correct or supplement any provision herein that may be defective or that which may be inconsistent with any other provision herein; (6) herein or to make any other provisions with respect to matters or questions arising under this Indenture that will Indenture, provided such action shall not adversely affect the interests of the Holders of then Outstanding Subordinated Notes;Securities affected thereby; or (7h) to add cure an ambiguity or correct any additional Events of Default (as will be specified in such supplemental indenture); (8) to supplement any of the provisions of this Indenture to such extent as will be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge of the Subordinated Notes in accordance with Article IIImistake, provided that any such action will shall not adversely affect the interests of any Holder; (9) to provide for the issuance Holders of Exchange Notes; (10) to conform any provision in this Indenture to the requirements of the Trust Indenture ActSecurities; or (11i) to make any change that does not adversely affect add a Guarantor pursuant to Section 10.6 or remove a Guarantor which, in accordance with the legal rights under terms of this Indenture Indenture, ceases to be liable in respect of any Holderits Guarantee.

Supplemental Indentures Without Consent of Holders. Without Notwithstanding Section 10.02, without the consent of any Holders of Subordinated NotesHolder, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes and the Guarantees to: (a) cure any ambiguity, omission, defect or inconsistency in this Indenture or in the Notes in a manner that does not adversely affect any Holder in any material respect as set forth in an Officers’ Certificate; (b) provide for the assumption by a Successor Company (when authorized by of the obligations of the Company or a Successor Guarantor of the obligations of any Guarantor under this Indenture, the Notes or the Guarantees in accordance with a Board ResolutionArticle 11; (c) add additional Guarantees with respect to the Notes, provided that any such supplemental indenture need be signed only by the Company, the added Guarantor, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company contained herein and in the Subordinated Notes; (2d) to release a Guarantor from its obligations under its Guarantee or this Indenture in accordance with the applicable provisions of this Indenture; (e) secure the Notes or the Guarantees; (f) add to the covenants or Events of Default which the Board of Directors of the Company considers to be for the benefit of the Holders (as will be specified in such supplemental indenture or indentures) make changes that would provide additional rights to Holders or to surrender any right or power herein conferred upon the Company with respect to the Subordinated Notes issued under this Indenture (as will be specified in such supplemental indenture or indentures)any Guarantor; (3g) to permit or facilitate the issuance of Subordinated Notes in uncertificated or global form, provided any such action will not adversely affect the interests of the Holders; (4) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Subordinated Notes and to add to or change any of the provisions of this Indenture as will be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, in accordance with the requirements of Section 5.10; (5) to cure any ambiguity or to correct or supplement any provision herein that may be defective or that may be inconsistent with any other provision herein; (6) to make any other provisions with respect to matters or questions arising under this Indenture that will not adversely affect the interests of the Holders of then Outstanding Subordinated Notes; (7) to add any additional Events of Default (as will be specified in such supplemental indenture); (8) to supplement any of the provisions of this Indenture to such extent as will be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge of the Subordinated Notes in accordance with Article III, provided that any such action will not adversely affect the interests of any Holder; (9) to provide for the issuance of Exchange Notes; (10) to conform any provision in this Indenture to the requirements of the Trust Indenture Act; or (11) to make any change that does not adversely affect the legal rights of any Holder, as determined in good faith by the Board of Directors of the Company and evidenced by a Board Resolution delivered to the Trustee; (h) in connection with any Specified Corporate Event, provide that the Notes are convertible into Reference Property, subject to Section 14.02, and make certain related changes to the terms of this Indenture and the Notes to the extent expressly required by this Indenture; (i) evidence and provide for the acceptance of an appointment under this Indenture of a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms of this Indenture as set forth in an Officers’ Certificate; (j) conform the provisions of this Indenture or the Notes to the “Description of notes” section of the Offering Memorandum; or (k) provide for the issuance of additional Notes in accordance with Section 2.10. The Trustee is hereby authorized to join with the Company and the Guarantors in the execution of any Holdersuch amendment, supplement or waiver, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any amendment, supplement or waiver that adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any amendment, supplement or waiver to this Indenture authorized by the provisions of this Section 10.01 may be executed by the Company, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Subordinated NotesNotwithstanding Section 10.02 hereof, the Company (when authorized by or in accordance with a Board Resolution) and the Trustee, at any time and the Company’s expense, may from time to time, may time and at any time enter into an indenture or indentures supplemental hereto for one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1a) to evidence the succession of another Person to the Companycure any ambiguity, and the assumption by any such successor omission, defect or inconsistency that does not adversely affect Holders of the covenants of the Company contained herein and in the Subordinated Notes; (2b) to provide for the assumption by a Successor Person of the obligations of the Company under this Indenture pursuant to Article 11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Defaults of the Company for the benefit of the Holders (as will be specified in such supplemental indenture or indentures) or to surrender any right or power herein conferred upon the Company with respect to the Subordinated Notes issued under this Indenture (as will be specified in such supplemental indenture or indentures)Company; (3f) to permit or facilitate the issuance of Subordinated Notes in uncertificated or global form, provided any such action will not adversely affect the interests of the Holders; (4) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Subordinated Notes and to add to or change any of the provisions of this Indenture as will be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, a successor trustee in accordance with the requirements of Section 5.10terms hereof or to otherwise comply with any requirement hereof; (5g) to cure any ambiguity or provide for the issuance of additional Notes, to correct the extent that the Company deems such amendment or supplement any provision herein that may be defective necessary or that may be inconsistent advisable in connection with any other provision herein; (6) to make any other provisions with respect to matters or questions arising under this Indenture that will not adversely affect the interests of the Holders of then Outstanding Subordinated Notes; (7) to add any additional Events of Default (as will be specified in such supplemental indenture); (8) to supplement any of the provisions of this Indenture to such extent as will be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge of the Subordinated Notes in accordance with Article III, issuance; provided that any no such action will not adversely affect amendment or supplement may impair the rights or interests of any Holder; (9h) to provide for increase the issuance of Exchange Conversion Rate; (i) to add circumstances under which the Company will pay Additional Interest on the Notes; (10) to conform any provision in this Indenture to the requirements of the Trust Indenture Act; or (11j) to make any change that does not adversely affect the legal rights of any Holder; or (k) to conform the provisions of this Indenture or the Notes to the “Description of notes” section of the Private Placement Circular. Upon the written request of the Company accompanied by a Board Resolution authorizing the execution of such supplemental indenture, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any Holderof the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Subordinated NotesHolders, the Company (Guarantors, when authorized by or in accordance with pursuant to a Board Resolution) , and the Security Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Security Trustee, for any of the following purposes: (1a) to evidence the succession of another Person to the Company, a Guarantor and the assumption by any such successor of the covenants of the Company applicable Guarantor contained herein and in the Subordinated Notes;herein; or (2b) to add to the covenants of the Company for the benefit of the Holders (as will be specified in such supplemental indenture or indentures) Guarantors or to surrender any right or power herein conferred upon the Company with respect Guarantors, both of which in the opinion of the Security Trustee, relying upon an Opinion of Counsel, is for the benefit of the Holders of all of the Series 5 Shares and is not prejudicial to the Subordinated Notes issued under this Indenture (as will be specified in such supplemental indenture or indentures); (3) to permit or facilitate the issuance of Subordinated Notes in uncertificated or global form, provided any such action will not adversely affect the interests rights of the Holders;; or (4c) to add any additional Events of Default; or (d) to secure or further secure the Series 5 Share Obligations; or (e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee trustee with respect to the Subordinated Notes this Guarantee and to add to or change any of the provisions of this Indenture Guarantee as will shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, in accordance with pursuant to the requirements of Section 5.10;5.11; or (5f) to cure any ambiguity or ambiguity, to correct or supplement any provision herein that may be defective or that which may be inconsistent with any other provision herein; (6) , or to make any other provisions with respect to matters or questions arising under this Indenture that will Guarantee, which in the opinion of the Security Trustee, relying upon an Opinion of Counsel, shall not adversely affect the interests of the Holders of then Outstanding Subordinated Notes;Series 5 Shares in any material respect; or (7g) to add any additional Events of Default (as will be specified in such supplemental indenture); (8) to supplement any of the provisions of this Indenture Guarantee to such extent as will shall be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge termination (including any partial termination with respect to a Guarantor) pursuant to Section 4.1; provided that in the opinion of the Subordinated Notes in accordance with Article IIISecurity Trustee, provided that relying upon an Opinion of Counsel, any such action will shall not adversely affect the interests of the Holders of Series 5 Shares in any Holder; (9) to provide for the issuance of Exchange Notes; (10) to conform any provision in this Indenture to the requirements of the Trust Indenture Act; or (11) to make any change that does not adversely affect the legal rights under this Indenture of any Holdermaterial respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Subordinated Notes, the Company (when authorized by or in accordance with a Board Resolution) and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company contained herein and in the Subordinated Notes; (2) to add to the covenants of the Company for the benefit of the Holders (as will be specified in such supplemental indenture or indentures) or to surrender any right or power herein conferred upon the Company with respect to the Subordinated Notes issued under this Indenture (as will be specified in such supplemental indenture or indentures); (3) to permit or facilitate the issuance of Subordinated Notes in uncertificated or global form, provided any such action will not adversely affect the interests of the Holders; (4) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Subordinated Notes and to add to or change any of the provisions of this Indenture as will be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, in accordance with the requirements of Section 5.10; (5) to cure any ambiguity or to correct or supplement any provision herein that may be defective or that may be inconsistent with any other provision herein; (6) to make any other provisions with respect to matters or questions arising under this Indenture that will not adversely affect the interests of the Holders of then Outstanding Subordinated NotesNotes in any material respect; (7) to add any additional Events of Default (as will be specified in such supplemental indenture); (8) to supplement any of the provisions of this Indenture to such extent as will be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge of the Subordinated Notes in accordance with Article III, provided that any such action will not adversely affect the interests of any HolderHolder in any material respect; (9) to provide for the issuance of Exchange Notes; (10) to conform any provision in this Indenture to the requirements of the Trust Indenture Act; or (11) to make any change that does not adversely affect the legal rights under this Indenture of any Holder.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Subordinated Notes, the Company (when authorized by or in accordance with a Board Resolution) and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company contained herein and in the Subordinated Notes; (2) to add to the covenants of the Company for the benefit of the Holders (as will be specified in such supplemental indenture or indentures) or to surrender any right or power herein conferred upon the Company with respect to the Subordinated Notes issued under this Indenture (as will be specified in such supplemental indenture or indentures); (3) to permit or facilitate the issuance of Subordinated Notes in uncertificated or global form, provided any such action will not adversely affect the interests of the Holders; (4) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Subordinated Notes and to add to or change any of the provisions of this Indenture as will be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, in accordance with the requirements of Section 5.10; (5) to cure any ambiguity or to correct or supplement any provision herein that may be defective or that may be inconsistent with the Trust Indenture Act or any other provision herein; (6) to make any other provisions with respect to matters or questions arising under this Indenture that will not adversely affect the interests of the Holders of then Outstanding Subordinated Notes; (7) to add any additional Events of Default (as will be specified in such supplemental indenture); (8) to supplement any of the provisions of this Indenture to such extent as will be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge of the Subordinated Notes in accordance with Article III, provided that any such action will not adversely affect the interests of any Holder; (9) to provide for the issuance of Exchange Notes; (10) to conform any provision in this Indenture to the requirements of the Trust Indenture Act; or (11) to make any change that does not adversely affect the legal rights under this Indenture of any Holder.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Subordinated NotesHolders, the Company (Company, when authorized by or in accordance with a Board Resolution) , and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental heretohereto or otherwise amend this Indenture, in form satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants of the Company contained herein and in the Subordinated Notes;Securities; or (2) to add to the covenants of the Company for the benefit of the Holders (as will be specified in such supplemental indenture or indentures) of the Securities or to surrender any right or power herein conferred upon the Company with respect to the Subordinated Notes issued under this Indenture (as will be specified in such supplemental indenture or indentures);Company; or (3) to add any additional Events of Default for the benefit of the Holders of the Securities; or (4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Subordinated Notes Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated or global form, provided any such action will not adversely affect the interests of the Holders;; or (45) to secure or Guarantee the Securities pursuant to the requirements of Section 1009, Section 1013 or otherwise; or (6) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect pursuant to the Subordinated Notes and to add to or change any of the provisions of this Indenture as will be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, in accordance with the requirements of Section 5.10;611; or (57) to cure any ambiguity or ambiguity, to correct or supplement any provision herein that which may be defective or that may be inconsistent with any other provision herein; (6) , or to make any other provisions with respect to matters or questions arising under this Indenture Indenture, provided that will such action pursuant to this clause (7) shall not adversely affect the interests or rights of the Holders of then Outstanding Subordinated Notes; (7) to add Securities in any additional Events of Default (as will be specified in such supplemental indenture);material respect; or (8) to supplement comply with any requirements of the provisions Commission in connection with the qualification of this Indenture to such extent as will be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge of the Subordinated Notes in accordance with Article III, provided that any such action will not adversely affect the interests of any Holder; (9) to provide for the issuance of Exchange Notes; (10) to conform any provision in this Indenture to the requirements of under the Trust Indenture Act; or (119) to make any other change that does not adversely affect the legal rights interests of any Holder of Securities in any material respect; or (10) to provide for the issuance of Additional Securities in accordance with Section 301. After an amendment under this Indenture Section becomes effective, the Company shall mail to Holders of Securities a notice briefly describing such amendment. The failure to give such notice to all Holders of Securities, or any Holderdefect therein, shall not impair or affect the validity of an amendment under this Section.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Subordinated NotesHolders, the Company (Guarantors, when authorized by or in accordance with pursuant to a Board Resolution) , and the Security Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Security Trustee, for any of the following purposes: (1a) to evidence the succession of another Person to the Company, a Guarantor and the assumption by any such successor of the covenants of the Company applicable Guarantor contained herein and in the Subordinated Notes;or to add another Person as a guarantor hereunder (with such Person thereafter becoming a Guarantor for purposes of this Guarantee); or (2b) to add to the covenants of the Company for the benefit of the Holders (as will be specified in such supplemental indenture or indentures) Guarantors or to surrender any right or power herein conferred upon the Company with respect Guarantors, both of which in the opinion of the Security Trustee, relying upon an Opinion of Counsel, is for the benefit of the Holders of all of the Senior Preferred Shares and is not prejudicial to the Subordinated Notes issued under this Indenture (as will be specified in such supplemental indenture or indentures); (3) to permit or facilitate the issuance of Subordinated Notes in uncertificated or global form, provided any such action will not adversely affect the interests rights of the Holders;; or (4c) to add any additional Events of Default; or (d) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee trustee with respect to the Subordinated Notes this Guarantee and to add to or change any of the provisions of this Indenture Guarantee as will shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trusteetrustee, in accordance with pursuant to the requirements of Section 5.10;5.11; or (5e) to cure any ambiguity or ambiguity, to correct or supplement any provision herein that may be defective or that which may be inconsistent with any other provision herein; (6) , or to make any other provisions with respect to matters or questions arising under this Indenture that will Guarantee, which in the opinion of the Security Trustee, relying upon an Opinion of Counsel, shall not adversely affect the interests of the Holders of then Outstanding Subordinated Notes;Senior Preferred Shares in any material respect; or (7f) to add any additional Events of Default (as will be specified in such supplemental indenture); (8) to supplement any of the provisions of this Indenture Guarantee to such extent as will shall be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge termination pursuant to Section 4.1; provided that in the opinion of the Subordinated Notes in accordance with Article IIISecurity Trustee, provided that relying upon an Opinion of Counsel, any such action will shall not adversely affect the interests of the Holders of Senior Preferred Shares in any Holder; (9) to provide for the issuance of Exchange Notes; (10) to conform any provision in this Indenture to the requirements of the Trust Indenture Act; or (11) to make any change that does not adversely affect the legal rights under this Indenture of any Holdermaterial respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Subordinated NotesSecurities or Coupons, the Company (when authorized by or in accordance with pursuant to a Board Resolution) and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company Company, contained herein and in the Subordinated Notes;Securities; or (2) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (as will shall be specified in such supplemental indenture or indentures) or to surrender any right or power herein conferred upon the Company with respect to the Subordinated Notes issued under this Indenture (as will be specified in such supplemental indenture or indentures);Company; or (3) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of, any premium or interest on or any Additional Amounts with respect to Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be exchanged for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Subordinated Notes Securities in uncertificated or global form, provided any such action will shall not adversely affect the interests of the Holders;Holders of Outstanding Securities of any series or any Coupons appertaining thereto in any material respect; or (4) to establish the form or terms of Securities of any series and any Coupons appertaining thereto as permitted by Sections 2.1 and 3.1; or (5) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Subordinated Notes Securities of one or more series and to add to or change any of the provisions of this Indenture as will shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, in accordance with pursuant to the requirements of Section 5.10;6.9; or (56) to cure any ambiguity or to correct or supplement any provision herein that which may be defective or that may be inconsistent with any other provision herein; (6) , or to make any other provisions with respect to matters or questions arising under this Indenture that will which shall not adversely affect the interests of the Holders of Securities of any series then Outstanding Subordinated Notes;or any Coupons appertaining thereto in any material respect; or (7) to add to, delete from or revise the conditions, limitations and restrictions on the authorized amount, terms or purposes of issue, authentication and delivery of Securities, as herein set forth; or (8) to add any additional Events of Default with respect to all or any series of Securities (as will shall be specified in such supplemental indenture);; or (8) 9) to supplement any of the provisions of this Indenture to such extent as will shall be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction defeasance and discharge of the Subordinated Notes in accordance with any series of Securities pursuant to Article III4, provided that any such action will shall not adversely affect the interests of any Holder; (9) to provide for the issuance Holder of Exchange Notes;an Outstanding Security of such series and any Coupons appertaining thereto or any other Outstanding Security or Coupon in any material respect; or (10) to conform any provision in this Indenture secure the Securities pursuant to the requirements of the Trust Indenture ActSection 10.5 or otherwise; or (11) to make provisions with respect to conversion or exchange rights of Holders of Securities of any change series; or (12) to amend or supplement any provision contained herein or in any supplemental indenture, provided that does not no such amendment or supplement shall materially adversely affect the legal rights under this Indenture interests of the Holders of any HolderSecurities then Outstanding.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Subordinated Notes, the Company (when authorized by or in accordance with a Board Resolution) and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company contained herein and in the Subordinated Notes; (2) to add to the covenants of the Company for the benefit of the Holders (as will be specified in such supplemental indenture or indentures) or to surrender any right or power herein conferred upon the Company with respect to the Subordinated Notes issued under this Indenture (as will be specified in such supplemental indenture or indentures); (3) to permit or facilitate the issuance of Subordinated Notes in uncertificated or global form, provided any such action will not adversely affect the interests of the Holders; (4) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Subordinated Notes and to add to or change any of the provisions of this Indenture as will be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, in accordance with the requirements of Section 5.10; (5) to cure any ambiguity or to correct or supplement any provision herein that may be defective or that may be inconsistent with any other provision herein; (6) to make any other provisions with respect to matters or questions arising under this Indenture that will not adversely affect the interests of the Holders of then the Outstanding Subordinated NotesNotes in any material respect; (7) to add any additional Events of Default (as will be specified in such supplemental indenture); (8) to supplement any of the provisions of this Indenture to such extent as will be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge of the Subordinated Notes in accordance with Article III, provided that any such action will not adversely affect the interests of any HolderHolder in any material respect; (9) to provide for the issuance of Exchange Notes; (10) to conform any provision in this Indenture to the requirements of the Trust Indenture Act; or (11) to make any change that does not adversely affect the legal rights under this Indenture of any Holder.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Subordinated Notes, the Company The Owner Trustee (when authorized by or in accordance with a Board Resolutionthe Owner Participant) and the Indenture Trustee, at any time and from time to timewithout consent of the Holders, may enter into an indenture or indentures supplemental hereto for one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1a) to convey, transfer, assign, mortgage or pledge any property or assets to the Indenture Trustee as security for the Certificates; (b) to evidence the succession of another Person corporation to the CompanyOwner Trustee or successive successions, and the assumption by any such the successor corporation of the covenants covenants, agreements and obligations of the Company contained Owner Trustee herein and in the Subordinated NotesCertificates; (2c) to add to the covenants of the Company Owner Trustee such further covenants, restrictions, conditions or provisions as it and the Indenture Trustee shall consider to be for the benefit protection of the Holders (as will be specified Holders, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Indenture Event of Default permitting the enforcement of all or any of the several remedies provided herein; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or indentureslonger than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Indenture Event of Default or may limit the remedies available to the Indenture Trustee upon such an Indenture Event of Default or may limit the right of not less than the Majority in Interest of Certificate Holders to waive such an Indenture Event of Default; (d) to surrender any right or power conferred herein conferred upon the Company with respect to Owner Trustee or the Subordinated Notes issued under this Indenture (as will be specified in such supplemental indenture or indentures)Owner Participant; (3) to permit or facilitate the issuance of Subordinated Notes in uncertificated or global form, provided any such action will not adversely affect the interests of the Holders; (4) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Subordinated Notes and to add to or change any of the provisions of this Indenture as will be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, in accordance with the requirements of Section 5.10; (5e) to cure any ambiguity or to correct or supplement any provision contained herein that or in any supplemental indenture which may be defective or that may be inconsistent with any other provision herein; (6) contained herein or in any supplemental indenture; or to make any such other provisions with respect in regard to matters or questions arising under this Indenture that will or under any supplemental indenture as the Owner Trustee may deem necessary or desirable and which shall not adversely affect the interests of the Holders of then Outstanding Subordinated NotesHolders; (7f) to add correct or amplify the description of any additional Events of Default (as will be specified in such supplemental indenture); (8) property at any time subject to supplement any of the provisions Lien of this Indenture or better to such extent as will assure, convey and confirm unto the Indenture Trustee any property subject or required to be necessary subject to permit the Lien of this Indenture or facilitate to subject any Replacement Airframe or Replacement Engine to the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge Lien of the Subordinated Notes this Indenture in accordance with Article III, the provisions hereof or with the Lease or to release from the Lien of this Indenture property that has been substituted on or removed from the Aircraft as contemplated in Section 3.07 hereof; provided that any such action will not adversely affect the interests of any Holder; (9) supplements to provide this Indenture entered into for the issuance purpose of Exchange Notes; (10) subjecting any Replacement Airframe or Replacement Engine to conform any provision in the Lien of this Indenture to need only be executed by the requirements of Owner Trustee and the Trust Indenture Act; or (11) to make any change that does not adversely affect the legal rights under this Indenture of any Holder.Trustee;

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Subordinated Notes, the Company (when authorized by or in accordance with a Board Resolution) and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, hereto for any of the following purposes: (1) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company contained herein and in the Subordinated Notes; (2) to add to the covenants of the Company for the benefit of the Holders (as will be specified in such supplemental indenture or indentures) or to surrender any right or power herein conferred upon the Company with respect to the Subordinated Notes issued under this Indenture (as will be specified in such supplemental indenture or indentures); (3) to permit or facilitate the issuance of Subordinated Notes in uncertificated or global form, provided any such action will not adversely affect the interests of the Holders; (4) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee Xxxxxxx with respect to the Subordinated Notes and to add to or change any of the provisions of this 123157889v4 Indenture as will be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, in accordance with the requirements of Section 5.10; (5) to cure any ambiguity or to correct or supplement any provision herein that may be defective or that may be inconsistent with any other provision herein; (6) to make any other provisions with respect to matters or questions arising under this Indenture that will not adversely affect the interests of the Holders of then Outstanding Subordinated Notes; (7) to add any additional Events of Default (as will be specified in such supplemental indenture); (8) to supplement any of the provisions of this Indenture to such extent as will be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge of the Subordinated Notes in accordance with Article III, provided that any such action will not adversely affect the interests of any Holder; (9) to provide for the issuance of Exchange Notes; (10) to conform any provision in this Indenture to the requirements of the Trust Indenture Act; or (11) to make any change that does not adversely affect the legal rights under this Indenture of any Holder.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Subordinated NotesHolder, the Company (or any Guarantor, when authorized by or in accordance with a Board Resolution) Resolutions, and the Trustee, at any time and from time to time, may amend or enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to evidence cure any ambiguity, defect, omission or inconsistency, or make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the succession provisions of another Person this Indenture, provided such action pursuant to this clause (1) shall not adversely affect the Company, and the assumption by interests of any such successor of the covenants of the Company contained herein and Holder in the Subordinated Notesany respect; (2) to add to the covenants of the Company or the Guarantors for the benefit of the Holders (as will be specified in such supplemental indenture or indentures) Holders, or to surrender any right or power herein conferred upon the Company with respect to or the Subordinated Notes issued under this Indenture (as will be specified in such supplemental indenture Guarantors or indentures)make any other change that does not adversely affect the rights of any Holder; (3) to permit secure the Securities or facilitate the issuance of Subordinated Notes in uncertificated or global form, provided any such action will not adversely affect the interests add Guarantors of the HoldersSecurities; (4) to evidence the succession of another Person to the Company or a Guarantor, the assumption by any such successor of the obligations of the Company or any Guarantor and the release of the Company or any Guarantor, in accordance with this Indenture; (5) to comply with the TIA; (6) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Subordinated Notes and Securities; (7) in any other case where a supplemental indenture is required or permitted to add be entered into pursuant to or change any of the provisions of this Indenture as will be necessary to provide for or facilitate without the administration consent of the trusts hereunder by more than one Trustee, in accordance with the requirements of Section 5.10; (5) to cure any ambiguity or to correct or supplement any provision herein that may be defective or that may be inconsistent with any other provision herein; (6) to make any other provisions with respect to matters or questions arising under this Indenture that will not adversely affect the interests of the Holders of then Outstanding Subordinated Notes; (7) to add any additional Events of Default (as will be specified in such supplemental indenture)Holder; (8) to supplement any provide for the issuance and authorization of the provisions of this Indenture Exchange Securities; (9) to such extent as will be effect any changes to Section 2.6 in a manner necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge comply with procedures of the Subordinated Notes in accordance with Article IIISecurities Custodian or the Depository, provided that any such action will pursuant to this clause (9) shall not adversely affect the interests of any Holder; (9) to provide for the issuance of Exchange NotesHolder in any respect; (10) to conform any provision provide for uncertificated Securities in this Indenture addition to the requirements or in place of the Trust Indenture Actcertificated Securities in a manner that does not adversely impact Holders; orand (11) to make any change that does not adversely affect the legal rights under this Indenture of any such Holder.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Subordinated NotesHolders, the Company (Guarantors, when authorized by or in accordance with pursuant to a Board Resolution) , and the Security Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Security Trustee, for any of the following purposes: (1a) to evidence the succession of another Person to the Company, a Guarantor and the assumption by any such successor of the covenants of the Company applicable Guarantor contained herein and in the Subordinated Notes;or to add another Person as a guarantor hereunder (with such Person thereafter becoming a Guarantor for purposes of this Guarantee); or (2b) to add to the covenants of the Company for the benefit of the Holders (as will be specified in such supplemental indenture or indentures) Guarantors or to surrender any right or power herein conferred upon the Company with respect Guarantors, both of which in the opinion of the Security Trustee, relying upon an Opinion of Counsel, is for the benefit of the Holders of all of the Series 13 Preferred LP Units and is not prejudicial to the Subordinated Notes issued under this Indenture (as will be specified in such supplemental indenture or indentures); (3) to permit or facilitate the issuance of Subordinated Notes in uncertificated or global form, provided any such action will not adversely affect the interests rights of the Holders;; or (4c) to add any additional Events of Default; or (d) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee trustee with respect to the Subordinated Notes this Guarantee and to add to or change any of the provisions of this Indenture Guarantee as will shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trusteetrustee, in accordance with pursuant to the requirements of Section 5.10;5.11; or (5e) to cure any ambiguity or ambiguity, to correct or supplement any provision herein that may be defective or that which may be inconsistent with any other provision herein; (6) , or to make any other provisions with respect to matters or questions arising under this Indenture that will Guarantee, which in the opinion of the Security Trustee, relying upon an Opinion of Counsel, shall not adversely affect the interests of the Holders of then Outstanding Subordinated Notes;Series 13 Preferred LP Units in any material respect; or (7f) to add any additional Events of Default (as will be specified in such supplemental indenture); (8) to supplement any of the provisions of this Indenture Guarantee to such extent as will shall be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge termination (including any partial termination with respect to a Guarantor) pursuant to Section 4.1; provided that in the opinion of the Subordinated Notes in accordance with Article IIISecurity Trustee, provided that relying upon an Opinion of Counsel, any such action will (other than any action permitted by Section 4.1) shall not adversely affect the interests of the Holders of Series 13 Preferred LP Units in any Holder; (9) to provide for the issuance of Exchange Notes; (10) to conform any provision in this Indenture to the requirements of the Trust Indenture Act; or (11) to make any change that does not adversely affect the legal rights under this Indenture of any Holdermaterial respect.

Supplemental Indentures Without Consent of Holders. Without Solely for purposes of the Notes, the Company and the Trustee may amend or supplement the Indenture or the Notes without notice to or the consent of any Holders of Subordinated Notes, the Company (when authorized by or in accordance with a Board Resolution) and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposesHolder: (1a) to evidence provide for conversion rights of Holders of the succession of another Person to Notes and the Company, and ’s repurchase obligations in connection with a Fundamental Change in the assumption by event of any such successor reclassification of the covenants Company’s shares, merger or consolidation, or sale, conveyance, transfer or lease of the Company contained herein Company’s property and in assets substantially as an entity; (b) to secure the Subordinated Notes; (2c) to add provide for the assumption of the Company’s obligations to the covenants Holders of the Company for Notes in the benefit event of a merger or consolidation, or sale, conveyance, transfer or lease of the Holders Company’s property and assets substantially as an entirety; (as will be specified in such supplemental indenture or indenturesd) or to surrender any right or power herein conferred upon the Company with respect to the Subordinated Notes issued under this Indenture (as will be specified in such supplemental indenture or indentures)Company; (3e) to permit add to the Company’s covenants for the benefits of the Holders of the Notes; (f) to cure any ambiguity or facilitate correct or supplement any inconsistent or otherwise defective provision contained in the issuance of Subordinated Notes in uncertificated Indenture; provided that such modification or global form, provided any such action will amendment does not adversely affect the interests of the HoldersHolders of the Notes in any material respect; provided, further, that any amendment made solely to conform the provisions of the Indenture to the Description of the Notes contained in the Prospectus Supplement will not be deemed to adversely affect the interests of the Holders of the Notes; (4) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Subordinated Notes and to add to or change any of the provisions of this Indenture as will be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, in accordance with the requirements of Section 5.10; (5) to cure any ambiguity or to correct or supplement any provision herein that may be defective or that may be inconsistent with any other provision herein; (6g) to make any other provisions provision with respect to matters or questions arising under this the Indenture that the Company may deem necessary or desirable and that shall not be inconsistent with provisions of the Indenture; provided that such change or modification does not adversely affect the interests of the Holders of the Notes in any material respect; (h) to increase the conversion rate; provided, that the increase will not adversely affect the interests of the Holders of then Outstanding Subordinated the Notes; (7i) to add any additional Events of Default (as will be specified in such supplemental indenture); (8) to supplement any of the provisions of this Indenture to such extent as will be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge of the Subordinated Notes in accordance comply with Article III, provided that any such action will not adversely affect the interests of any Holder; (9) to provide for the issuance of Exchange Notes; (10) to conform any provision in this Indenture to the requirements of the Commission in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act; or (11j) to make any change that does not adversely affect add guarantees of obligations under the legal rights under this Indenture of any Holder.Notes; and (k) provide for a successor Trustee