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

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by 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: (a) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (b) 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 or amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the other provisions of this Indenture, provided, that such action pursuant to this clause (b) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (c) to add to the covenants, restrictions or obligations of the Company or to add to the Events of Default, provided, that such action pursuant to this clause (c) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (d) to modify, eliminate or add to any provisions of the Indenture or the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the Company for United States Federal income tax purposes, provided, that such action pursuant to this clause (d) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by 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: (a) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (b) 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 or amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the other provisions of this Indenture, provided, that such action pursuant to this clause (b) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (c) to add to the covenants, restrictions or obligations of the Company or to add to the Events of Default, provided, that such action pursuant to this clause (c) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (d) to modify, eliminate or add to any provisions of the Indenture or the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the Company for United States Federal income tax purposes, provided, that such action pursuant to this clause (d) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by 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: (a) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (b) to evidence and provide for the acceptance of appointment hereunder by a successor trustee; or (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 or amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the other provisions of this Indenture, provided, that such action pursuant to this clause (b) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (cd) to comply with the rules and regulations of any securities exchange or automated quotation system on which any of the Securities may be listed, traded or quoted; or (e) to add to the covenants, restrictions or obligations of the Company or to add to the Events of Default, provided, that such action pursuant to this clause (c) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (df) to modify, eliminate or add to any provisions of the Indenture or the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the Company for United States Federal income tax purposes, provided, that such action pursuant to this clause (d) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by 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: (ai) 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 herein and in the SecuritiesNotes; or (bii) to add to the covenants of the Company for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company; or (iii) to evidence and provide for a successor Trustee with respect to the Notes or to add to or change any provision to the extent necessary to appoint a separate Trustee for a specific series of Notes; or (iv) to cure any ambiguityambiguity or defect, to correct or supplement any provision herein that which may be defective or inconsistent with any other provision herein, or to make or amend any other provisions with respect to matters or questions arising under this Indenture, Indenture which shall not be inconsistent with the other provisions of this Indenture, provided, provided that such action pursuant to this clause (biv) shall not adversely affect the rights of the Holders in any material respect the interests of any Holders or the holders of the Preferred Securitiesrespect; or (cv) to add to any additional Events of Default for the covenants, restrictions or obligations benefit of the Company or to add to the Events of Default, provided, that such action pursuant to this clause (c) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred SecuritiesHolders; or (dvi) to modifyconvey, eliminate transfer, assign, mortgage or add pledge to the Trustee as security for the Notes any provisions property or assets; or (vii) to supplement any provision of the this Indenture or the Securities to such extent as shall be necessary to ensure 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 the Notes; or (viii) to add, change or eliminate any provision of this Indenture applying to one or more series of Notes; provided that the Securities are treated as indebtedness of the Company for United States Federal income tax purposes, provided, deems such action necessary or advisable and that such action pursuant to this clause (d) shall does not adversely affect in any material respect the interests of any Holders Holder of any series of Notes in any material respect; or (ix) add, change or eliminate any provision of this Indenture in accordance with the holders Trust Indenture Act; provided that such action does not adversely affect the interests of any Holder of Notes, or (x) provide for the Preferred Securitiesissuance of additional debt securities of any series ranking equally with the Notes (other than the payment of interest accruing prior to the issue date of such further debt securities or except for the first payment of interest following the issue date of such further debt securities).

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by 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: (a) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (b1) to cure any ambiguity, to correct omission, defect or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make or amend any other provisions with respect to matters or questions arising under inconsistency in this Indenture, which shall not be inconsistent with the other provisions of this Indenture, provided, that such action pursuant to this clause (b) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (c2) to add to provide for the covenants, restrictions or obligations of the Company or to add to the Events of Default, provided, that such action pursuant to this clause (c) shall not adversely affect assumption by a successor corporation as set forth in any material respect the interests of any Holders or the holders of the Preferred SecuritiesArticle VIII; or (d3) to modifycomply with any requirements of the Commission in connection with the qualification of this Indenture under the Trust Indenture Act; or (4) to evidence and provide for the acceptance of appointment with respect to the Notes by a successor Trustee in accordance with this Indenture, eliminate and add or add to change any of the provisions of the this Indenture or the Securities to such extent as shall be necessary to ensure that provide for or facilitate the Securities are treated as indebtedness administration of the Company trusts under this Indenture by more than one Trustee; or (5) to secure the Notes; or (6) to add guarantees with respect to the Notes; or (7) to add covenants or Events of Default for United States Federal income tax purposes, provided, the benefit of the Holders or surrender any right or power conferred upon the Company; or (8) to make any change that such action pursuant to this clause (d) shall does not adversely affect the rights of any Holder in any material respect respect; or (9) to conform the interests provisions of any Holders this Indenture or the holders Notes to any provision of the Preferred Securities“Description of the Notes” section in the Prospectus Supplement.”

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by 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: (a) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (b) 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 or amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the other provisions of this Indenture, provided, that such action pursuant to this clause (b) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (c) to add to the covenants, restrictions or obligations of the Company or to add to the Events of Default, provided, that such action pursuant to this clause (c) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (d) to modify, eliminate or add to any provisions of the Indenture or the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the Company for United States Federal income tax purposes, provided, that such action pursuant to this clause (d) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersThe Issuer, the Company, when authorized by a Board Resolution, Guarantor and the TrusteeTrustee may, at any time and from time to time, may and at any time enter into a supplemental indenture (a “Supplemental Indenture”) without the consent of the Holders of any series of Notes for one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (a) to evidence the succession of another Person a successor to the Company, and Issuer as obligor or to the assumption by any such successor of Guarantor as guarantor under this Indenture; (b) to add to the covenants of the Company herein and Issuer or the Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuer or the Guarantor in this Indenture or in the Securities; orNotes; (bc) to add Events of Default for the benefit of the Holders of the Notes; (d) to amend or supplement any provisions of this Indenture; provided, that no amendment or supplement shall materially adversely affect the interests of the Holders of any Notes then outstanding; (e) to secure the Notes; (f) to provide for the acceptance of appointment of a successor Trustee or facilitate the administration of the trusts under this Indenture by more than one Trustee; (g) to provide for rights of Holders of Notes if any consolidation, merger or sale of all or substantially all of property or assets of the Issuer and the Guarantor occurs; (h) to cure any ambiguity, defect or inconsistency in this Indenture; provided, that this action shall not adversely affect the interests of the Holders of the Notes in any material respect; (i) to correct provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture and the relevant Supplemental Indenture; (j) to establish the form or terms of the Debt Securities of any series as permitted by Sections 2.01 and 2.02; (k) to supplement any provision herein of the provisions of this Indenture to the extent necessary to permit or facilitate defeasance and discharge of any of the Debt Securities; provided, that may be defective or inconsistent with any other provision herein, or to make or amend any other provisions with respect to matters or questions arising under this Indenture, which the action shall not be inconsistent with adversely affect the other provisions interests of the Holders in any material respect; or (l) to conform the text of this Indenture, provided, the Guarantee or the Debt Securities to any provision of the description thereof set forth in the Prospectus to the extent that such action pursuant provision in the Prospectus was intended to be a verbatim recitation of a provision in this clause (b) Indenture, the Guarantee or the Debt Securities. Upon the written request of the Issuer, accompanied by a copy of the resolutions of the General Partner authorizing the execution of any Supplemental Indenture, the Trustee is hereby authorized to join with the Issuer and the Guarantor in the execution of any such Supplemental Indenture, to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not adversely affect be obligated to, but may in its discretion, enter into any material respect Supplemental Indenture that affects the interests Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any Supplemental Indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantor and the Trustee without the consent of the Holders of any Holders or the holders of the Preferred Securities; or (c) to add to Notes at the covenants, restrictions or obligations of the Company or to add to the Events of Default, provided, that such action pursuant to this clause (c) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (d) to modify, eliminate or add to any provisions of the Indenture or the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the Company for United States Federal income tax purposes, provided, that such action pursuant to this clause (d) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securitiestime outstanding.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the CompanyCompany and the Guarantor, when authorized by a Board ResolutionResolutions, 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: (a) to evidence the succession of another Person to the CompanyCompany or the Guarantor, and the assumption by any such successor of the covenants of the Company or the Guarantor herein and in the Securities; or (b) 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 or amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the other provisions of this Indenture, provided, that such action pursuant to this clause (b) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (c) to add to the covenants, restrictions or obligations of the Company or the Guarantor or to add to the Events of Default, provided, that such action pursuant to this clause (c) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (d) to modify, eliminate or add to any provisions of the Indenture or the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the Company for United States Federal income tax purposes, provided, that such action pursuant to this clause (d) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (e) to evidence and provide for the acceptance of appointment hereunder by a successor trustee, provided, that such action pursuant to this clause (e) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (f) to comply with the rules and regulations of any securities exchange or automatic quotation system on which any of the Securities may be listed, traded or quoted, provided, that such action pursuant to this clause (f) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by 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: (a) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (b) to evidence and provide for the acceptance of appointment hereunder by a successor trustee; or (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 or amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the other provisions of this Indenture, provided, that such action pursuant to this clause (b) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (c) to add to the covenants, restrictions or obligations of the Company or to add to the Events of Default, provided, that such action pursuant to this clause (c) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (d) to comply with the rules and regulations of any securities exchange or automated quotation system on which any of the Securities may be listed, traded or quoted; or (e) to add to the covenants, restrictions or obligations of the Company or to add to the Events of Default; provided, that such action pursuant to this clause (e) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (f) to modify, eliminate or add to any provisions of the Indenture or the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the Company for United States Federal federal income tax purposes, ; provided, that such action pursuant to this clause (df) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolders of Debentures, the Company, when authorized by 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: (a) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants of the Company herein and in the SecuritiesDebentures; or (b) to add to the covenants of the Company for the benefit of the Holders of Debentures or to surrender any right or power herein conferred upon the Company; or (c) to add any additional Events of Default; or (d) to evidence and provide for the acceptance of appointment thereunder by a successor Trustee with respect to the Debentures and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 8.8; or (e) to make provision with respect to the conversion rights of Holders pursuant to the requirements of Article XV; or (f) to cure any ambiguity, to correct or supplement any provision herein that which may be defective or inconsistent with any other provision herein, or to make or amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the other provisions of this Indenture, provided, provided that such action pursuant to this clause (b) shall not not, in the opinion of the Board of Directors, adversely affect the interests of the Holders of Debentures in any material respect the interests of any Holders or the holders of the Preferred Securitiesrespect; or (cg) to add make provision for transfer procedures, certification, book-entry provisions, the form of restricted securities legends, if any, to be placed on the covenantsDebentures, restrictions or obligations of the Company or to add to the Events of Default, provided, that such action and all other matters required pursuant to this clause (c) shall not adversely affect Section 2.5 or otherwise necessary, desirable, or appropriate in any material respect connection with the interests issuance of any Holders or the Debentures to holders of Trust Securities in the Preferred Securities; or (d) to modify, eliminate or add to any provisions event of a distribution of Debentures by the Indenture or the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the Company for United States Federal income tax purposes, provided, that such action pursuant to this clause (d) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred SecuritiesInsignia Trust if a Special Event occurs and is continuing.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by 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: (a) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (b) 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 or amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the other provisions of this Indenture, provided, that such action pursuant to this clause (b) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (c) to add to the covenants, restrictions or obligations of the Company or to add to the Events of Default, provided, that such action pursuant to this clause (c) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (d) to modify, eliminate or add to any provisions of the Indenture or the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the Company for United States Federal income tax purposes, provided, that such action pursuant to this clause (d) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities.. [TPW: NYLEGAL:665375.4] 20965-00009 07/19/2007 07:27 PM

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by 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: (a) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Securities; orIntentionally omitted; (b) 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 or amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the other provisions of this Indenture, provided, that such action pursuant to this clause (b) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred SecuritiesHolders; or (c) to comply with the rules and regulations of any securities exchange or automated quotation system on which any of the Securities may be listed, traded or quoted; or (d) to add to the covenants, restrictions or obligations of the Company or to add to the Events of Default, provided, that such action pursuant to this clause (c) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred SecuritiesHolders; or (de) to modify, eliminate or add to any provisions of the Indenture or the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the Company for United States Federal income tax purposes, provided, that such action pursuant to this clause (de) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred SecuritiesHolders.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one amend, modify or more indentures supplemental heretosupplement this Indenture or the Securities, in form reasonably satisfactory to the Trustee, for any of the following purposes: (ai) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (bii) to add to the covenants of the Company for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company; or (iii) to provide for a successor Trustee with respect to the Securities; or (iv) to add any additional Events of Default with respect to the Securities; or (v) to cure any ambiguityambiguity or defect, to correct or supplement any provision herein that which may be defective or inconsistent with any other provision herein, or to make or amend any other provisions with respect to matters or questions arising under this Indenture, Indenture which shall not be inconsistent with the other provisions of this Indenture, provided, provided that such action pursuant to this clause (biv) shall not adversely affect the interests of the Holders in any material respect respect; or (vi) to secure the interests of any Holders or the holders of the Preferred Securities; or (cvii) to add to reduce the covenantsConversion Price; provided, restrictions or obligations of the Company or to add to the Events of Default, providedhowever, that such action pursuant to reduction in the Conversion Price is in accordance with the terms of this clause (c) Indenture or shall not adversely affect the interests of the Holders of Securities (after taking into account tax and other consequences of such reduction) in any material respect the interests of any Holders or the holders of the Preferred Securitiesrespect; or (dviii) to modify, eliminate or add to supplement any of the provisions of the Indenture or the Securities to such extent as shall be necessary to ensure permit or facilitate the discharge of the Securities; provided, however that such change or modification does not adversely affect the interests of the Holders of the Securities; or (ix) to make any changes or modifications necessary in connection with the registration of the Securities are treated under the Securities Act as indebtedness of contemplated in the Company for United States Federal income tax purposesRegistration Rights Agreement; provided, providedhowever, that such action pursuant to this clause (d) shall change or modification does not adversely affect the interests of the Holders of Securities; or (x) to add or modify any other 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 respect; or (xi) to convey, transfer, assign, mortgage or pledge to the interests of Trustee as security for the Securities any Holders property or the holders assets; or (xii) to comply with any requirements of the Preferred SecuritiesCommission in connection with the qualification of this Indenture under the Trust Indenture Act.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolder, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one amend, modify or more indentures supplemental heretosupplement this Indenture or the Securities, in form reasonably satisfactory to the Trustee, for any of the following purposes: (a) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (b) to add to the covenants of the Company for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company; or (c) to provide for a successor Trustee with respect to the Securities; or (d) to add any additional Events of Default with respect to the Securities; or (e) to cure any ambiguityambiguity or defect, to correct or supplement any provision herein that which may be defective or inconsistent with any other provision herein, or to make or amend any other provisions with respect to matters or questions arising under this Indenture, Indenture which shall not be inconsistent with the other provisions of this Indenture, provided, provided that such action pursuant to this clause (bSection 9.1(e) shall not adversely affect the interests of the Holders in any material respect respect; or (f) to secure the interests of any Holders or the holders of the Preferred Securities; or (cg) to add to reduce the covenantsConversion Price; provided, restrictions or obligations of the Company or to add to the Events of Default, providedhowever, that such action pursuant to reduction in the Conversion Price is in accordance with the terms of this clause (c) Indenture or shall not adversely affect the interests of the Holders of Securities (after taking into account tax and other consequences of such reduction) in any material respect the interests of any Holders or the holders of the Preferred Securitiesrespect; or (dh) to modify, eliminate or add to supplement any of the provisions of the Indenture or the Securities to such extent as shall be necessary to ensure permit or facilitate the discharge of the Securities; provided, however that such change or modification does not adversely affect the interests of the Holders of the Securities are treated as indebtedness in any material respect; or (i) to make any changes or modifications necessary in connection with the registration of the Company for United States Federal income tax purposesSecurities under the Securities Act as contemplated in the Registration Rights Agreement; provided, providedhowever, that such action pursuant to this clause (d) shall change or modification does not adversely affect the interests of the Holders of Securities in any material respect; or (j) to add or modify any other 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 Holders material respect; or (k) to conform this Indenture or the holders Securities to the description thereof under the caption “Description of Notes” in the Offering Memorandum; or (l) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities any property or assets; or (m) to comply with any requirements of the Preferred SecuritiesCommission in connection with the qualification of this Indenture under the Trust Indenture Act.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by 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: (a) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (b) to evidence and provide for the acceptance of appointment hereunder by a successor trustee; or (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 or amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the other provisions of this Indenture, provided, that such action pursuant to this clause (b) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (cd) to comply with the rules and regulations of any securities exchange or automated quotation system on which any of the Securities may be listed, traded or quoted; or (e) to add to the covenants, restrictions or obligations of the Company or to add to the Events of Default, provided, that such action pursuant to this clause (ce) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (df) to modify, eliminate or add to any provisions of the Indenture or the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the Company for United States Federal income tax purposes, provided, that such action pursuant to this clause (df) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by 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: (a) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (b) 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 or amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the other provisions of this Indenture, provided, that such action pursuant to this clause (b) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (c) to add to the covenants, restrictions or obligations of the Company or to add to the Events of Default, provided, that such action pursuant to this clause (c) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (d) to modify, eliminate or add to any provisions of the Indenture or the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the Company for United States Federal income tax purposes, provided, that such action pursuant to this clause (d) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by 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: (a) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (b) 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 or amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the other provisions of this Indenture, providedPROVIDED, that such action pursuant to this clause (b) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (c) to add to the covenants, restrictions or obligations of the Company or to add to the Events of Default, providedPROVIDED, that such action pursuant to this clause (c) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (d) to modify, eliminate or add to any provisions of the Indenture or the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the Company for United States Federal income tax purposes, providedPROVIDED, that such action pursuant to this clause (d) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by 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: (a) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (b) to evidence and provide for the acceptance of appointment hereunder by a successor trustee; or (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 or amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the other provisions of this Indenture, provided, that such action pursuant to this clause (b) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (cd) to comply with the rules and regulations of any securities exchange or automated quotation system on which any of the Securities may be listed, traded or quoted; or (e) to add to the covenants, restrictions or obligations of the Company or to add to the Events of Default, provided, that such action pursuant to this clause (c) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (df) to modify, eliminate or add to any provisions of the Indenture or the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the Company for United States Federal federal income tax purposes, provided, that such action pursuant to this clause (d) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by 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: (a) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (b) to evidence and provide for the acceptance of appointment hereunder by a successor trustee; or (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 or amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the other provisions of this Indenture, provided, that such action pursuant to this clause (bc) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (cd) to comply with the rules and regulations of any securities exchange or automated quotation system on which any of the Securities may be listed, traded or quoted; or (e) to add to the covenants, restrictions or obligations of the Company or to add to the Events of Default, provided, that such action pursuant to this clause (ce) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (df) to modify, eliminate or add to any provisions of the Indenture or the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the Company for United States Federal income tax purposes, provided, that such action pursuant to this clause (df) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by 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:: EXHIBIT D (a) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (b) 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 or amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the other provisions of this Indenture, provided, that such action pursuant to this clause (b) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (c) to add to the covenants, restrictions or obligations of the Company or to add to the Events of Default, provided, that such action pursuant to this clause (c) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (d) to modify, eliminate or add to any provisions of the Indenture or the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the Company for United States Federal income tax purposes, provided, that such action pursuant to this clause (d) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (e) to evidence and provide for the acceptance of appointment hereunder of a successor Trustee.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by 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: (a) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (b) 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 or amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the other provisions of this Indenture, provided, that such action pursuant to this clause (b) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (c) to add to the covenants, restrictions or obligations of the Company or to add to the Events of Default, provided, that such action pursuant to this clause (c) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (d) to modify, eliminate or add to any provisions of the Indenture or the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the 50 Company for United States Federal income tax purposes, provided, that such action pursuant to this clause (d) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolder, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one amend, modify or more indentures supplemental heretosupplement this Indenture or the Securities, in form reasonably satisfactory to the Trustee, for any of the following purposes: (a) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (b) to add to the covenants of the Company for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company; or (c) to provide for a successor Trustee with respect to the Securities; or (d) to add any additional Events of Default with respect to the Securities; or (e) to cure any ambiguityambiguity or defect, to correct or supplement any provision herein that which may be defective or inconsistent with any other provision herein, or ; or (f) to make or amend any other provisions with respect to matters or questions arising under this Indenture, Indenture which shall not be inconsistent with the other provisions of this Indenture, provided, provided that such action pursuant to this clause (bf) shall not adversely affect the interests of the Holders in any material respect respect; or (g) to secure the interests of any Holders or the holders of the Preferred Securities; or (ch) to add to reduce the covenantsConversion Price; provided, restrictions or obligations of the Company or to add to the Events of Default, providedhowever, that such action pursuant to reduction in the Conversion Price is in accordance with the terms of this clause (c) Indenture or shall not adversely affect the interests of the Holders of Securities (after taking into account tax and other consequences of such reduction) in any material respect the interests of any Holders or the holders of the Preferred Securitiesrespect; or (di) to modify, eliminate or add to supplement any of the provisions of the Indenture or the Securities to such extent as shall be necessary to ensure that permit or facilitate the Securities are treated as indebtedness discharge of the Company for United States Federal income tax purposes, Securities; provided, however that such action pursuant to this clause (d) shall change or modification does not adversely affect the interests of the Holders of the Securities in any material respect; or (j) to add or modify any other 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 Holders material respect; or (k) to convey, transfer, assign, mortgage or pledge to the holders Trustee as security for the Securities any property or assets; or (l) to comply with any requirements of the Preferred SecuritiesCommission in connection with the qualification of this Indenture under the Trust Indenture Act.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by 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: (a) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (b) to evidence and provide for the acceptance of appointment hereunder by a successor trustee; or (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 or amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the other provisions of this Indenture, provided, that such action pursuant to this clause (bc) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (cd) to comply with the rules and regulations of any securities exchange or automated quotation system on which any of the Securities may be listed, traded or quoted; or (e) to add to the covenants, restrictions or obligations of the Company or to add to the Events of Default, provided, that such action pursuant to this clause (ce) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (df) to modify, eliminate or add to any provisions of the Indenture or the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the Company for United States Federal federal income tax purposes, provided, that such action pursuant to this clause (df) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by 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: (a) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Securities; : or (b) 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 or amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the other provisions of this Indenture, provided, that such action pursuant to this clause (b) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (c) to add to the covenants, restrictions or obligations of the Company or to add to the Events of Default, provided, that such action pursuant to this clause (c) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (d) to modify, eliminate or add to any provisions of the Indenture or the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the Company for United States Federal income tax purposes, provided, that such action pursuant to this clause (d) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolder, the CompanyCompany and any Guarantor, when authorized by a Board ResolutionResolutions, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, or may amend, modify or supplement the Securities, this Indenture, the Intercreditor Agreement, or any of the Collateral Documents, in form reasonably satisfactory to the TrusteeTrustee and the Company, for any of the following purposes: (a1) 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 add to the covenants of the Company for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company or to make any other change that does not adversely affect the rights of any Holder; PROVIDED, that the Company has delivered to the Trustee an Opinion of Counsel stating that such change does not adversely affect the rights of any Holder; (3) to provide for additional collateral for or additional Guarantors of the Securities; (4) to provide for uncertificated Securities in addition to or in place of certificated Securities; (5) to evidence the succession of another Person person to the Company, and the assumption by any such successor of the covenants obligations of the Company Company, herein and in the SecuritiesSecurities in accordance with Article VI; or (b6) 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 or amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent comply with the other provisions of this Indenture, provided, that such action pursuant to this clause (b) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (c) to add to the covenants, restrictions or obligations of the Company or to add to the Events of Default, provided, that such action pursuant to this clause (c) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (d) to modify, eliminate or add to any provisions of the Indenture or the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the Company for United States Federal income tax purposes, provided, that such action pursuant to this clause (d) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred SecuritiesTIA.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by 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: (a) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (b) 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 or amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the other provisions of this Indenture, provided, that such action pursuant to this clause (b) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (c) to add to the covenants, restrictions or obligations of the Company or to add to the Events of Default, providedPROVIDED, that such action pursuant to this clause (c) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (d) to modify, eliminate or add to any provisions of the Indenture or the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the Company for United States Federal income tax purposes, providedPROVIDED, that such action pursuant to this clause (d) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by 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: (a) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (b) to evidence and provide for the acceptance of appointment hereunder by a successor trustee; or (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 or amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the other provisions of this Indenture, provided, that such action pursuant to this clause (bc) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (cd) to comply with the rules and regulations of any securities exchange or automated quotation system on which any of the Securities may be listed, traded or quoted; or (e) to add to the covenants, restrictions or obligations of the Company or to add to the Events of Default, provided, that such action pursuant to this clause (ce) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (df) to modify, eliminate or add to any provisions of the Indenture or the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the Company for United States Federal federal income tax purposes, ; provided, that such action pursuant to this clause (df) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by 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: (a) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (b) to evidence and provide for the acceptance of appointment hereunder by a successor trustee; or (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 or amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the other provisions of this Indenture, provided, that such action pursuant to this clause (bc) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (cd) to comply with the rules and regulations of any securities exchange or automated quotation system on which any of the Securities may be listed, traded or quoted; or (e) to add to the covenants, restrictions or obligations of the Company or to add to the Events of Default, provided, that such action pursuant to this clause (ce) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (df) to modify, eliminate or add to any provisions of the Indenture or the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the Company for United States Federal income tax purposes, provided, that such action pursuant to this clause (df) shall not adversely affect in any material respect the interests of any Holders Holders, or the holders of the Preferred Securities.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by 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: (a) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (b) to cure any ambiguity, to correct or supplement any provision herein that may be defective or or• inconsistent with any other provision herein, or to make or amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the other provisions of this Indenture, provided, that such action pursuant to this clause (b) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (c) to add to the covenants, restrictions or obligations of the Company or to add to the Events of Default, provided, that such action pursuant to this clause (c) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (d) to modify, eliminate or add to any provisions of the Indenture or the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the Company for United States Federal income tax purposes, provided, that such action pursuant to this clause (d) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities.

Supplemental Indentures Without Consent of Holders. Without notice to or the consent of any HoldersHolder, the CompanyCompany may, when authorized by a Board Resolution, and with the consent of the Trustee, at any time and from time to time, may enter into one amend or more indentures supplemental heretosupplement this Indenture or the Notes, in form reasonably satisfactory to the Trustee, for any of the following purposespurposes to: (a) to evidence the succession assumption of another Person its obligations under the Indenture and the Notes by a successor upon its consolidation or merger or the sale, transfer, lease, conveyance or other disposition of all of or substantially all of its property or assets in accordance with the Indenture; (b) add guarantees with respect to, or secure its obligations in respect of, the Notes; (c) add to its covenants for the benefit of the Holders or to surrender any right or power conferred upon the Company; (d) cure any ambiguity, defect, omission or inconsistency in this Indenture; (e) comply with the requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act as in effect on the date on which this Indenture is qualified thereunder; (f) to pay interest in accordance with the terms of this Indenture; (g) make any change that does not adversely affect the rights of any Holder, subject to the Companyprovisions of this Indenture; (h) provide for the appointment of a successor Trustee, and Note Registrar or Paying Agent; (i) comply with the assumption by rules of any such successor applicable securities depositary in a manner that does not adversely affect the rights of the covenants of the Company herein and in the Securitiesany Holder; or (bj) 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 or amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with conform the other provisions of this Indenture, provided, that such action pursuant to this clause (b) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (c) to add to the covenants, restrictions or obligations of the Company or to add to the Events of Default, provided, that such action pursuant to this clause (c) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (d) to modify, eliminate or add to any provisions of the Indenture or the Securities Notes to such extent as shall be necessary to ensure that the Securities are treated as indebtedness “Description of Notes” section of the Company for United States Federal income tax purposes, provided, Prospectus to the extent that such action pursuant provision in the “Description of the Notes” was intended (as evidenced by an Officers’ Certificate of the Company) to be a verbatim recitation of a provision of this clause (d) shall not adversely affect in any material respect the interests of any Holders Indenture or the holders of the Preferred SecuritiesNotes.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by 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: (a) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (b) to evidence and provide for the acceptance of appointment hereunder by a successor trustee; or (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 or amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the other provisions of this Indenture, provided, that such action pursuant to this clause (b) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (cd) to comply with the rules and regulations of any securities exchange or automated quotation system on which any of the Securities may be listed, traded or quoted; or (e) to add to the covenants, restrictions or obligations of the Company or to add to the Events of Default, provided,, that such action pursuant to this clause (ce) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (df) to modify, eliminate or add to any provisions of the Indenture or the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the Company for United States Federal income tax purposes, provided,, that such action pursuant to this clause (df) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by 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: (a) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (b) to evidence and provide for the acceptance of appointment hereunder by a successor trustee; or (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 or amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the other provisions of this Indenture, provided, that such action pursuant to this clause (b) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (cd) to comply with the rules and regulations of any securities exchange or automated quotation system on which any of the Securities may be listed, traded or quoted; or (e) to add to the covenants, restrictions or obligations of the Company or to add to the Events of Default, provided, that such action pursuant to this clause (ce) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (df) to modify, eliminate or add to any provisions of the Indenture or the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the Company for United States Federal federal income tax purposes, provided, that such action pursuant to this clause (df) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by 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: (a) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (b) to evidence and provide for the acceptance of appointment hereunder by a successor trustee; or (c) (i) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or (ii) to make or amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the other provisions of this Indenture, provided, that such action pursuant to this clause (bii) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (cd) to comply with the rules and regulations of any securities exchange or automated quotation system on which any of the Securities may be listed, traded or quoted; or (e) to add to the covenants, restrictions or obligations of the Company or to add to the Events of Default, provided, that such action pursuant to this clause (c) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (df) to modify, eliminate or add to any provisions of the Indenture or the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the Company for United States Federal income tax purposes, provided, that such action pursuant to this clause (d) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one amend, modify or more indentures supplemental heretosupplement this Indenture or the Securities, in form reasonably satisfactory to the Trustee, for any of the following purposes:: 48 (ai) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (bii) to add to the covenants of the Company for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company; or (iii) to provide for a successor Trustee with respect to the Securities; or (iv) to add any additional Events of Default with respect to the Securities; or (v) to cure any ambiguityambiguity or defect, to correct or supplement any provision herein that which may be defective or inconsistent with any other provision herein, or to make or amend any other provisions with respect to matters or questions arising under this Indenture, Indenture which shall not be inconsistent with the other provisions of this Indenture, provided, provided that such action pursuant to this clause (biv) shall not adversely affect the interests of the Holders in any material respect respect; or (vi) to secure the interests of any Holders or the holders of the Preferred Securities; or (cvii) to add to reduce the covenantsConversion Price; provided, restrictions or obligations of the Company or to add to the Events of Default, providedhowever, that such action pursuant to reduction in the Conversion Price is in accordance with the terms of this clause (c) Indenture or shall not adversely affect the interests of the Holders of Securities (after taking into account tax and other consequences of such reduction) in any material respect the interests of any Holders or the holders of the Preferred Securitiesrespect; or (dviii) to modify, eliminate or add to supplement any of the provisions of the Indenture or the Securities to such extent as shall be necessary to ensure permit or facilitate the discharge of the Securities; provided, however that such change or modification does not adversely affect the interests of the Holders of the Securities are treated as indebtedness in any material respect; or (ix) to make any changes or modifications necessary in connection with the registration of the Company for United States Federal income tax purposesSecurities under the Securities Act as contemplated in the Registration Rights Agreement; provided, providedhowever, that such action pursuant to this clause (d) shall change or modification does not adversely affect the interests of the Holders of Securities in any material respect; or (x) to add or modify any other 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 Holders material respect; or (xi) to convey, transfer, assign, mortgage or pledge to the holders Trustee as security for the Securities any property or assets; or (xii) to comply with any requirements of the Preferred SecuritiesCommission in connection with the qualification of this Indenture under the Trust Indenture Act.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolders of Notes, the Company, Issuer (when authorized by or pursuant to a Board Resolution, ) and the TrusteeTrustee (upon Issuer Order), 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: (a) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (b) to cure any ambiguity, ambiguity or to correct or supplement any provision herein that which may be defective or inconsistent with any other provision herein, or to make or amend any other provisions with respect to matters or questions arising under this Indenture, Indenture which shall not be inconsistent with the other provisions of this Indenture, provided, that such action pursuant to this clause (b) shall not adversely affect the interests of the Holders of Securities in any material respect respect; (b) to evidence the interests succession of another Person to the Issuer and the assumption by any Holders or the holders such successor of the Preferred Securities; orcovenants of the Issuer contained herein and in the Notes; (c) to add to secure the covenants, restrictions or obligations of the Company or to add to the Events of Default, provided, that such action pursuant to this clause (c) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; orNotes; (d) to modify, eliminate or add to the covenants of the Issuer for the benefit of the Holders of the Notes (as shall be specified in such supplemental indenture or indentures) or to surrender any provisions right or power herein conferred upon the Issuer; (e) to comply with the requirements of the Trust Indenture Act and the rules promulgated under the Trust Indenture Act; and (f) to amend, supplement or change any provision contained in the Indenture or any supplemental indenture, provided that no such amendment or supplement shall adversely affect the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness interests of the Company for United States Federal income tax purposes, provided, that such action pursuant to this clause (d) shall not adversely affect Holders of any Notes then Outstanding in any material respect respect. The Trustee is hereby authorized to join with the interests Issuer in the execution of any Holders such 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 holders 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 Preferred Securities.Holders of the Notes at the time outstanding, notwithstanding any of the provisions of Section 7.02

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by 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: : (a) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Securities; or or (b) 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 or amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the other provisions of this Indenture, provided, that such action pursuant to this clause (b) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or or (c) to add to the covenants, restrictions or obligations of the Company or to add to the Events of Default, provided, that such action pursuant to this clause (c) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or or (d) to modify, eliminate or add to any provisions of the Indenture or the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the Company for United States Federal income tax purposes, provided, that such action pursuant to this clause (d) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by 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: (a) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (b) 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 or amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the other provisions of this Indenture, provided, that such action pursuant to this clause (b) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (c) to add to the covenants, restrictions or obligations of the Company or to add to the Events of Default, provided, that such action pursuant to this clause (c) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (d) to modify, eliminate or add to any provisions of the Indenture or the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the [TPW: NYLEGAL:622313.5] 20889-00007 02/26/2007 01:27 PM Company for United States Federal income tax purposes, provided, that such action pursuant to this clause (d) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolders of Debentures, the Company, when authorized by 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: (a) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants of the Company herein and in the SecuritiesDebentures; or (b) to add to the covenants of the Company for the benefit of the Holders of Debentures or to surrender any right or power herein conferred upon the Company; or (c) to add any additional Events of Default; or (d) to evidence and provide for the acceptance of appointment thereunder by a successor Trustee with respect to the Debentures and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 8.8; or (e) to make provision with respect to the conversion rights of Holders pursuant to the requirements of Article XV; or (f) to cure any ambiguity, to correct or supplement any provision herein that which may be defective or inconsistent with any other provision herein, or to make or amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the other provisions of this Indenture, provided, provided that such action pursuant to this clause (b) shall not not, in the opinion of the Board of Directors, adversely affect the interests of the Holders of Debentures in any material respect the interests of any Holders or the holders of the Preferred Securitiesrespect; or (cg) to add make provision for transfer procedures, certification, book-entry provisions, the form of restricted securities legends, if any, to be placed on the covenantsDebentures, restrictions or obligations of the Company or to add to the Events of Default, provided, that such action and all other matters required pursuant to this clause (c) shall not adversely affect Section 2.5 or otherwise necessary, desirable, or appropriate in any material respect connection with the interests issuance of any Holders or the Debentures to holders of Trust Securities in the Preferred Securities; or (d) to modify, eliminate or add to any provisions event of a distribution of Debentures by the Indenture or the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the Company for United States Federal income tax purposes, provided, that such action pursuant to this clause (d) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred SecuritiesTrust if a Special Event occurs and is continuing.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by a Board ResolutionSole Member Consent, 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: (a) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (b) 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 or amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the other provisions of this Indenture, provided, that such action pursuant to this clause (b) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (c) to add to the covenants, restrictions or obligations of the Company or to add to the Events of Default, provided, that such action pursuant to this clause (c) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (d) to modify, eliminate or add to any provisions of the Indenture or the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the Company for United States Federal income tax purposes, provided, that such action pursuant to this clause (d) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolder, the Company, when authorized by a Board ResolutionResolutions, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental heretohereto or a restatement hereof or amendments to or restatements of the Security Documents, the Intercompany Loans and documents related thereto, the Intercreditor Agreements, the TransTexas Disbursement Agreement or the Disbursement Agreement (collectively, the "Other Documents"), in form reasonably satisfactory to the Trustee, for any of the following purposes: (a) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (b) to cure any ambiguity, to correct defect, or supplement any provision herein that may be defective or inconsistent with any other provision hereininconsistency, or to make or amend any other provisions with respect to matters or questions arising under this Indenture, the Security Documents, the Intercreditor Agreement or the Disbursement Agreement which shall not be inconsistent with the other provisions of this Indenture, provided, that provided such action pursuant to this clause (ba) shall not adversely affect in any material respect the interests of any Holder in any respect; (b) to add to the covenants of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the holders Company or to make any other change that does not adversely affect the rights of any Holder, provided that the Preferred Securities; orCompany has delivered to the Trustee an Opinion of Counsel stating that such change does not adversely affect the rights of any Holder; (c) to add to provide for additional collateral for the covenants, restrictions or obligations of the Company or to add to the Events of Default, provided, that such action pursuant to this clause (c) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (d) to modify, eliminate or add to any provisions of the Indenture or the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the Company for United States Federal income tax purposes, provided, that such action pursuant to this clause (d) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities.Notes;

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolders of Debentures, the Company, when authorized by 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: (a) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants of the Company herein and in the SecuritiesDebentures; or (b) to add to the covenants of the Company for the benefit of the Holders of Debentures or to surrender any right or power herein conferred upon the Company; or (c) to add any additional Events of Default; or (d) to evidence and provide for the acceptance of appointment thereunder by a successor Trustee with respect to the Debentures and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 8.8; or (e) to make further provision beneficial to the Holders with respect to the conversion rights of Holders pursuant to the requirements of Article XV; or (f) to cure any ambiguity, to correct or supplement any provision herein that which may be defective or inconsistent with any other provision herein, or to make or amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the other provisions of this Indenture, provided, provided that such action pursuant to this clause (b) shall not adversely notadversely affect the interests of the Holders of Debentures in any material respect the interests of any Holders or the holders of the Preferred Securitiesrespect; or (cg) to add make further provision beneficial to the covenants, restrictions or obligations Holders for the registration of the Company or to add to Debentures as provided in the Events of Default, provided, that such action pursuant to this clause (c) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (d) to modify, eliminate or add to any provisions of the Indenture or the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the Company for United States Federal income tax purposes, provided, that such action pursuant to this clause (d) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred SecuritiesRegistration Rights Agreement.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the CompanyCompany and the Guarantor, when authorized by 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: (a) to evidence the succession in accordance with the terms hereof of another Person to the CompanyCompany or the Guarantor, and the assumption by any such successor of the covenants of the Company or the Guarantor herein and in the Securities; or (b) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or in any of the Exhibits or Schedules hereto, or to make or amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the other provisions of this Indenture, provided, ; provided that such action pursuant to this clause (b) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred SecuritiesHolders; or (c) to comply with the rules and regulations of any securities exchange or automated quotation system on which any of the Securities may be listed, traded or quoted; or (d) to add to the covenants, restrictions or obligations of the Company or the Guarantor or to add to the Events of Default, provided, that such action pursuant to this clause (c) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (d) to modify, eliminate or add to any provisions of the Indenture or the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the Company for United States Federal income tax purposes, provided, provided that such action pursuant to this clause (d) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred SecuritiesHolders.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by a Board Resolution, Resolution of the Company 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: (a1) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (b2) to add to the covenants of the Company for the benefit of the Holders of Securities of one or more series, or to surrender any right or power herein conferred upon the Company; or (3) to secure the Securities of any series; or (4) to comply with any requirements of the Commission in order to effect and maintain the qualification of this Indenture under the Trust Indenture Act; or (5) to cure any ambiguity, to correct or supplement any provision herein that which may be defective or inconsistent with any other provision herein, or to make or amend any other provisions with respect to matters or questions arising under this Indenture, Indenture which shall not be inconsistent with the other provisions of this Indenture, provided, that provided such action pursuant to this clause Clause (b4) shall not adversely affect the interests of the Holders of Securities of any series in any material respect the interests of any Holders or the holders of the Preferred Securities; or (c) to add to the covenants, restrictions or obligations of the Company or to add to the Events of Default, provided, that such action pursuant to this clause (c) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (d) to modify, eliminate or add to any provisions of the Indenture or the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the Company for United States Federal income tax purposes, provided, that such action pursuant to this clause (d) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securitiesrespect.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by 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: (a) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (b) 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 or amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the other provisions of this Indenture, provided, that such action pursuant to this clause (b) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (c) to add to the covenants, restrictions or obligations of the Company or to add to the Events of Default, provided, that such action pursuant to this clause (c) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or or (d) to modify, eliminate or add to any provisions of the Indenture or the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the Company for United States Federal income tax purposes, provided, that such action pursuant to this clause (d) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by a Board General Partner 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: (a) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (b) 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 or amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the other provisions of this Indenture, provided, that such action pursuant to this clause (b) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (c) to add to the covenants, restrictions or obligations of the Company or to add to the Events of Default, provided, that such action pursuant to this clause (c) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (d) to modify, eliminate or add to any provisions of the Indenture or the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the Company for United States Federal income tax purposes, provided, that such action pursuant to this clause (d) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by 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: (a) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (b) 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 or amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the other provisions of this Indenture, provided, that such action pursuant to this clause (b) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (c) to add to the covenants, restrictions or obligations of the Company or to add to the Events of Default, provided, that such action pursuant to this clause (c) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (d) to modify, eliminate or add to any provisions of the Indenture or the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the Company for United States Federal income tax purposes, provided, that such action pursuant to EXHIBIT D this clause (d) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (e) to evidence and provide for the acceptance of appointment hereunder of a successor Trustee.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolder, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one amend, modify or more indentures supplemental heretosupplement this Indenture or the Securities, in form reasonably satisfactory to the Trustee, for any of the following purposes: (a) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (b) to add to the covenants of the Company for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company; or (c) to provide for a successor Trustee with respect to the Securities; or (d) to add any additional Events of Default with respect to the Securities; or (e) to cure any ambiguityambiguity or defect, to correct or supplement any provision herein that which may be defective or inconsistent with any other provision herein, or to make or amend any other provisions with respect to matters or questions arising under this Indenture, Indenture which shall not be inconsistent with the other provisions of this Indenture, provided, provided that such action pursuant to this clause (be) shall not adversely affect the interests of the Holders in any material respect respect; or (f) to secure the interests of any Holders or the holders of the Preferred Securities; or (cg) to add to reduce the covenantsConversion Price; provided, restrictions or obligations of the Company or to add to the Events of Default, providedhowever, that such action pursuant to reduction in the Conversion Price is in accordance with the terms of this clause (c) Indenture or shall not adversely affect the interests of the Holders of Securities (after taking into account tax and other consequences of such reduction) in any material respect the interests of any Holders or the holders of the Preferred Securitiesrespect; or (dh) to modify, eliminate or add to supplement any of the provisions of the Indenture or the Securities to such extent as shall be necessary to ensure permit or facilitate the discharge of the Securities; provided, however that such change or modification does not adversely affect the interests of the Holders of the Securities are treated as indebtedness in any material respect; or (i) to make any changes or modifications necessary in connection with the registration of the Company for United States Federal income tax purposesSecurities under the Securities Act as contemplated in the Registration Rights Agreement; provided, providedhowever, that such action pursuant to this clause (d) shall change or modification does not adversely affect the interests of the Holders of Securities in any material respect; or (j) to add or modify any other 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 Holders material respect; or (k) to conform this Indenture or the holders Securities to the description thereof under the caption "Description of Notes" in the Offering Memorandum; or (l) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities any property or assets; or (m) to comply with any requirements of the Preferred SecuritiesCommission in connection with the qualification of this Indenture under the Trust Indenture Act.