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

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by an Establishment Action, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02, or change the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or (3) modify any of the provisions of this Section or Section 5.13, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(8), or (4) change any obligation of the Company to maintain an office or agency, or (5) change any obligation of the Company to pay additional amounts, or (6) adversely affect any right of repayment or repurchase at the option of the Holder, or (7) reduce or postpone any sinking fund or similar provision. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each any or all series affected by such supplemental indentureindenture (voting as one class), by Act of said Holders delivered to the Company Issuer, the Guarantors and the TrusteeTrustee of each such series of Securities, the CompanyIssuer, when authorized by an Establishment Actionor pursuant to a Board Resolution of its Board of Directors, the Guarantors, when authorized by or pursuant to a Board Resolution by the Guarantors’ Board of Directors, and the each such Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby,: (1) change the Stated Maturity of the principal of, or any installment of principal of or interest interest, if any, on, any Security, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or release any Guarantor from any of its obligations under its Guarantee or modify such obligations otherwise than in accordance with the provisions terms of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, orIndenture; (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, indenture or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) consequences provided for in this Indenture, ; (3) make the Outstanding Securities of any series payable in currency other than that stated herein; (4) expressly subordinate in right of payment the Outstanding Securities of any series or a Guarantee thereof; or (35) modify any of the provisions of this Section, Section 513 or Section 5.131008, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, ; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this SectionSection and Section 1008, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(8609, 611(b), or (4901(9) change any obligation of the Company to maintain an office or agency, or (5) change any obligation of the Company to pay additional amounts, or (6) adversely affect any right of repayment or repurchase at the option of the Holder, or (7) reduce or postpone any sinking fund or similar provisionand 901(10). A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders of any series of Securities under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by an Establishment Actiona Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, (1) change the Stated Maturity of the principal of, or any installment instalment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or (3) modify any of the provisions of this Section, Section 513 or Section 5.131008, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, ; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “"the Trustee” " and concomitant changes in this SectionSection and Section 1008, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 611 and 9.01(8901(8), or (4) change any obligation of the Company to maintain an office or agency, or (5) change any obligation of the Company to pay additional amounts, or (6) adversely affect any right of repayment or repurchase at the option of the Holder, or (7) reduce or postpone any sinking fund or similar provision. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by an Establishment Actionits Board of Directors, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby,: (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02, or change the coin or currency in which, which any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or adversely affect any right of the Holder of any Security to require the Company to repurchase such Security or adversely affect any right to convert or exchange any Security as specified as contemplated by Section 3.01, or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, or; (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, ; or (3) modify any of the provisions of this Section, Section 5.13 or Section 5.1310.05, except to increase any percentage set forth in such percentage Sections or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, ; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this SectionSection and Section 10.05, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(8), or (4) change any obligation of the Company to maintain an office or agency, or (5) change any obligation of the Company to pay additional amounts, or (6) adversely affect any right of repayment or repurchase at the option of the Holder, or (7) reduce or postpone any sinking fund or similar provision. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indentureSecurities, by Act of said such Holders delivered to the Company Issuer and the Trustee, the CompanyIssuer, when authorized by an Establishment Action, the Guarantors and the Trustee may (a) enter into an indenture one or more indentures supplemental hereto and/or (b) amend, supplement or otherwise modify any other Note Document, in each case, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of such other Note Document or waiving or otherwise modifying in any manner the rights of the Holders hereunder or thereunder, including the waiver of Securities of such series certain past defaults under this IndentureIndenture pursuant to Section 5.13; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security (or, in the case of clauses (iv) and (x) below, two-thirds in principal amount of the Outstanding Securities) affected thereby,: (1i) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or (including by amending any premium payable upon the redemption thereof, or reduce the amount of the principal definitions relevant to the determination of an Original Issue Discount Security the interest rate applicable to the Securities) that would be due and payable upon a declaration of acceleration of the Stated Maturity thereof pursuant to Section 5.02thereof, or change the place of payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the contractual right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, thereof; or (2ii) reduce the percentage in principal amount of the Outstanding Securities of any seriesSecurities, the consent of whose Holders is required necessary for any such supplemental indenture, indenture or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture Section 5.08 or certain defaults hereunder and their consequences) provided for in this Indenture, Section 5.13; or (3iii) subordinate in right of payment the Securities or any Note Guarantee to any other Indebtedness; or (iv) amend, modify or waive any term or provision of any Note Document to permit the issuance or incurrence of any Indebtedness (including any exchange of existing Indebtedness that results in another class of Indebtedness for borrowed money, but excluding, for the avoidance of doubt, any “debtor-in-possession” facility pursuant to Section 364 of the Bankruptcy Code (or similar financing under applicable law)) with respect to which the Liens on the Collateral securing the Obligations would be subordinated (any such other Indebtedness to which such Liens securing any of the Obligations are subordinated, “Senior Indebtedness”), unless each adversely affected Holder has been offered a bona fide opportunity to fund or otherwise provide its pro rata share (based on the principal amount of Obligations that are adversely affected thereby held by each Holder) of the Senior Indebtedness on the same terms (other than bona fide backstop fees and reimbursement of counsel fees and other expenses in connection with the negotiation of the terms of such transaction; such fees and expenses, “Ancillary Fees”) as offered to all other providers (or their Affiliates) of the Senior Indebtedness and to the extent such adversely affected Holder decides to participate in the Senior Indebtedness, receive its pro rata share of the fees and any other similar benefit (other than Ancillary Fees) of the Senior Indebtedness afforded to the providers of the Senior Indebtedness (or any of their Affiliates) in connection with providing the Senior Indebtedness; or (v) [reserved]; or (vi) reduce the premium payable upon the redemption of any Security or change the time at which any Security may be redeemed, as described in Appendix A or Exhibit 1 thereto; or (vii) reduce the premium payable upon a Change of Control Triggering Event or, at any time after a Change of Control Triggering Event has occurred, change the time at which the Offer to Purchase relating thereto must be made or at which the Securities must be repurchased pursuant to such Offer to Purchase; or (viii) make any change in any Note Guarantee of a Guarantor that is either a Significant Subsidiary or is a guarantor of any Other Notes then Outstanding that would adversely affect the interests of the Holders of the Securities in a manner inconsistent with any changes made in respect of the guarantee of the Other Notes; (ix) modify any of the provisions provision of this Section or Section 5.13, 8.02 (except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(8set forth herein), ; or (4x) (A) modify or amend Section 9.15 or the definition of “Unrestricted Subsidiary”, (B) make any change (whether by amendment, supplement or waiver) to any obligation Collateral Document, any Intercreditor Agreement or the provisions in this Indenture dealing with the Collateral, the Collateral Documents or the Intercreditor Agreements that would, in each case, release all or substantially all of the Company to maintain an office or agency, or (5) change any obligation Collateral from the Liens of the Company to pay additional amountsCollateral Documents (except as otherwise permitted by the terms of this Indenture, or the Collateral Documents and the Intercreditor Agreements) or (6C) make any change in any Note Guarantee of a Guarantor that is a Significant Subsidiary that would adversely affect any right of repayment or repurchase at the option of the Holder, or (7) reduce or postpone any sinking fund or similar provision. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights interests of the Holders of the Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of in any other seriesmaterial respect. It shall not be necessary for any Act of Holders under this Section 8.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. (a) With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company Issuer, the Guarantor and the Trustee, the CompanyIssuer, when authorized by an Establishment Actiona Board Resolution or other appropriate corporate authorization, the Guarantor, when authorized by a Board Resolution or other appropriate corporate authorization, and the Trustee may enter into an indenture one or more indentures supplemental hereto for the purpose of adding any provisions to to, or changing in any manner or eliminating any of the provisions of of, this Indenture or waiving any past defaults with respect to the Securities of such series or this Indenture, or modifying in any manner the rights of the Holders of Securities of such series under this Indentureof Securities; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby,: (1i) change the Stated Maturity of the principal of, or of any installment of the principal of or interest oninterest, if any, on any Security, or Security of such series; (ii) reduce the principal amount thereof or of any Security of such series; (iii) reduce the rate of interest or extend the time of payment of interest thereon or on any premium payable upon the redemption thereof, or Security of such series; (iv) reduce the amount payable on redemption of any Security of such series; (v) change the obligations of the Issuer or the Guarantor to pay Additional Amounts on any Security of such series; (vi) waive a default in the payment of principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02of, or change the coin or currency in whichinterest on, any Security or any premium of such series; (vii) change the currency in which the principal, premium, or interest thereon on any Security of such series is payable, or ; (viii) impair the right to institute suit for the enforcement of any such holder to take legal action to enforce the payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse of such series or the Guarantees relating to the Holders, such series when due; or (2ix) reduce the quorum requirements or the percentage in principal amount of the Outstanding Securities of any series, such series the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions modification of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or. (3b) modify any of the provisions of this Section or Section 5.13, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, provided, however, that this clause It shall not be deemed necessary under this Section 9.2 for Holders to require approve the consent particular form of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(8), orproposed supplemental indenture. (4c) change any obligation of the Company to maintain an office or agency, or (5) change any obligation of the Company to pay additional amounts, or (6) adversely affect any right of repayment or repurchase at the option of the Holder, or (7) reduce or postpone any sinking fund or similar provision. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company Bank and the Trustee, the Company, when authorized by an Establishment Action, Bank and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify or (2) if any Security provides that the provisions Holder may require the Bank to repurchase such Security, impair such Holder's right to require repurchase of this Indenture with respect to such Security on the subordination of the Securities in a manner adverse to the Holdersterms provided therein, or (23) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or (34) modify any of the provisions of this Section, Section 513 or Section 5.131006, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, ; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “"the Trustee” " and concomitant changes in this SectionSection and Section 1006, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 611 and 9.01(8901(8), or (4) change any obligation of the Company to maintain an office or agency, or (5) change any obligation of the Company to pay additional amounts, or (6) adversely affect any right of repayment or repurchase at the option of the Holder, or (7) reduce or postpone any sinking fund or similar provision. A supplemental indenture which that changes or eliminates any covenant or other provision of this Indenture which that has expressly been included solely for the benefit of one or more particular series of Securities, or which that modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by an Establishment Actionits Board of Directors, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby,: (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02, or change the coin or currency in which, which any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination adversely affect any right of the Securities in a manner adverse Holder of any Security to require the Holders, orCompany to repurchase such Security; (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, ; or (3) modify any of the provisions of this Section, Section 5.13 or Section 5.1310.07, except to increase any percentage set forth in such percentage Sections or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, ; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this SectionSection and Section 10.07, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(8), or (4) change any obligation of the Company to maintain an office or agency, or (5) change any obligation of the Company to pay additional amounts, or (6) adversely affect any right of repayment or repurchase at the option of the Holder, or (7) reduce or postpone any sinking fund or similar provision. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series all Series affected by such supplemental indenturethereby (voting as a single class), by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by an Establishment Action, Company and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of such Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to under Section 5.02502 or provable in bankruptcy under Section 504, or change the coin or currency in which, which any Security or any premium or interest thereon is payable, payable or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, or (2) reduce the percentage in principal amount of the Outstanding Securities of any seriesSecurities, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) consequences provided for in this Indenture, or (3) modify any of the provisions of this Section, Section 513 or Section 5.131010, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(8), or (4) change any obligation of the Company to maintain an office or agency, or (5) change any obligation of the Company to pay additional amounts, or (6) adversely affect any right of repayment or repurchase at the option of the Holder, or (7) reduce or postpone any sinking fund or similar provision. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series Series of Securities, or which modifies the rights of the Holders of Securities of such series Series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other seriesSeries. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said such Holders delivered to the Company and the Trustee, the Company, when authorized by an Establishment Action, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal or premium amount thereof or the rate of interest or the time of payment of interest thereon or any premium amount payable upon the redemption or repurchase thereof, or reduce the amount of the principal of an Original Issue Discount Security that or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.024.2 or reduce the amount of any sinking fund payment, or change the coin or currency in which, which any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or reduce the percentage in principal amount of Outstanding Securities of any series required for the consent of Holders for any supplemental indenture or for any waiver provided for in this Indenture, or modify the provisions of this Indenture with respect in the case of Securities of any series that are convertible into Securities or other securities of the Company, adversely affect the right of Holders to the subordination convert any of the Securities of such series other than as provided in a manner adverse or pursuant to the Holdersthis Indenture, or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or (3) modify any of the provisions of this Section, Section 4.13 or Section 5.139.4, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, ; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this SectionSection and Section 9.4, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 Section 5.11 and 9.01(8Section 8.1(8), or (4) change any obligation of the Company to maintain an office or agency, or (5) change any obligation of the Company to pay additional amounts, or (6) adversely affect any right of repayment or repurchase at the option of the Holder, or (7) reduce or postpone any sinking fund or similar provision. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series so affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by an Establishment Actiona Board Resolution, and the Trustee (at the direction of the Company) may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of the Securities of such series or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without . Without the written consent of the Holder of each Outstanding Security Securities affected thereby,, a supplemental indenture under this Section 9.2 shall not (with respect to any Outstanding Security held by a non-consenting Holder): (1) change the Stated Maturity of of, the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02thereon, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, or; (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, ; or (3) modify any of the provisions of this Section 9.2 or Section 5.13, except to increase the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required under any such percentage Section or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, ; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 6.11(b) and 9.01(89.1(7), or (4) change any obligation of the Company to maintain an office or agency, or (5) change any obligation of the Company to pay additional amounts, or (6) adversely affect any right of repayment or repurchase at the option of the Holder, or (7) reduce or postpone any sinking fund or similar provision. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. The Company may set a record date for purposes of determining the identity of Holders of Securities entitled to consent pursuant to this Section 9.2. Such record date shall be the later of (i) thirty days prior to the first solicitation of such consent or (ii) the date of the most recent list of Holders furnished to the Trustee prior to such solicitation pursuant to Section 7.1. Any vote or action pursuant to this Section 9.2 can only be taken by Persons who are Holders on such record date and, unless otherwise specified, such vote or action must take place on or prior to the 180th day after such record date. The Company may change the record date at its option, and the Company will provide written notice to the Trustee and to each Holder of any such change of record date.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each any or all series affected by such supplemental indentureindenture (voting as one class), by Act of said Holders delivered to the Company Company, the Guarantor and the TrusteeTrustee of each such series of Securities, the Company, when authorized by an Establishment Actionor pursuant to a Board Resolution of its Board of Directors, the Guarantor, when authorized by or pursuant to a Board Resolution by the Guarantor’s Board of Directors, and the each such Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby,: (1) change the Stated Maturity of the principal of, or any installment of principal of or interest interest, if any, on, any Security, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or release the Guarantor from any of its obligations under the Guarantee or modify such obligations otherwise than in accordance with the provisions terms of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, orIndenture; (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, indenture or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) consequences provided for in this Indenture, ; or (3) modify any of the provisions of this Section, Section 513 or Section 5.131008, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, ; provided, however, that this clause Clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this SectionSection and Section 1008, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(8609, 611(b), or (4901(9) change any obligation of the Company to maintain an office or agency, or (5) change any obligation of the Company to pay additional amounts, or (6) adversely affect any right of repayment or repurchase at the option of the Holder, or (7) reduce or postpone any sinking fund or similar provisionand 901(10). A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders of any series of Securities under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company Corporation and the Trustee, the CompanyCorporation, when authorized by an Establishment Actionits Board of Directors, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, (1) change the Stated Maturity of the principal of, or any installment of principal of or interest or premium on, any Security, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02502, or change the coin or currency in which, which any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination adversely affect any right of the Securities in a manner adverse Holder of any Security to require the Holders, orCorporation to repurchase such Security (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or (3) modify any of the provisions of this Section, Section 513 or Section 5.131010, except to increase any percentage set forth in such percentage Sections or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, ; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “"the Trustee” " and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 Section and 9.01(8), or (4) change any obligation of the Company to maintain an office or agency, or (5) change any obligation of the Company to pay additional amounts, or (6) adversely affect any right of repayment or repurchase at the option of the Holder, or (7) reduce or postpone any sinking fund or similar provisionSection 1010. A supplemental indenture which that changes or eliminates any covenant or other provision of this Indenture which that has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority 66 2/3% in principal amount of the Outstanding Securities of each all series affected by such the proposed indenture or indentures supplemental indenture, hereto referred to below by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by an Establishment Actiona Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no -------- ------- such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02, or change the coin or currency in which, any Security or any premium or interest thereon is payable5.2, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or adversely affect the right to convert or exchange any Security, or modify the provisions of this Indenture any supplemental indenture with respect to the subordination of the Securities any Security in a manner adverse to the Holders, or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) consequences provided for in this Indenture, or (3) modify any of the provisions of this Section or Section 5.13, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, ; provided, however, that this clause shall not be deemed to require the -------- ------- consent of any Holder with respect to changes in the references to “"the Trustee” " and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 6.11(b) and 9.01(89.1(7), or (4) change any obligation of the Company to maintain an office or agency, or (5) change any obligation of the Company to pay additional amounts, or (6) adversely affect any right of repayment or repurchase at the option of the Holder, or (7) reduce or postpone any sinking fund or similar provision. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by an Establishment Actiona Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series and any related coupons under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon the redemption thereof, or change any obligation of the Company to pay additional amounts pursuant to Section 10.4 (except as contemplated by Section 8.1(1) and permitted by Section 9.1(1)), or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02, 5.2 or change the coin or currency in which, which any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) consequences provided for in this Indenture, or reduce the requirements of Section 13.4 for quorum or voting, or (3) change any obligation of the Company to maintain an office or agency for the purposes specified in Section 10.2, or (4) modify any of the provisions of this Section or Section 5.13, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, ; provided, however, that this clause shall not be deemed to require the consent of any Holder of a Security or coupon with respect to changes in the references to “"the Trustee” " and concomitant changes in this Section, Section or the deletion of this proviso, in accordance with the requirements of Sections 6.11 6.7(b) and 9.01(89.1(8), or (4) change any obligation of the Company to maintain an office or agency, or (5) make any change that adversely affects the right to convert any obligation Security as provided in Article XIV or pursuant to Section 3.1 (except as permitted by Section 9.1) or decrease the conversion rate or increase the conversion price of the Company to pay additional amounts, or (6) adversely affect any right of repayment or repurchase at the option of the Holder, or (7) reduce or postpone any sinking fund or similar provisionsuch Security except as may otherwise be permitted by Article XIV. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders of Securities under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority 50% in aggregate principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by an Establishment Actiona Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon the redemption thereof, or change any obligation of the Company to pay additional amounts pursuant to Section 1009 (except as contemplated by Section 801(1) and permitted by Section 901(1), or reduce the amount of the principal of an Original Issue Discount Security that or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or (3) change any obligation of the Company to maintain an office or agency in the places and for the purposes specified in Section 1002, or (4) modify any of the provisions of this Section, Section 513 or Section 5.131009, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, ; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “"the Trustee” " and concomitant changes in this SectionSection and Section 1008, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 611 and 9.01(8901(7), or (4) change any obligation of the Company to maintain an office or agency, or (5) change any obligation of the Company to pay additional amounts, or (6) adversely affect any right of repayment or repurchase at the option of the Holder, or (7) reduce or postpone any sinking fund or similar provision. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders of Securities under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by an Establishment Actiona Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, provided that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon (including any change in the Floating or the time of payment of interest thereon Adjustable Rate Provision pursuant to which such rate is determined that would reduce that rate for any period) or any premium payable upon the redemption thereof, or reduce the amount change any Place of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02Payment where, or change the coin or currency in which, any Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or (3) modify any of the provisions of this Section or Section 5.135.6, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, provided, however, ; provided that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “"the Trustee” " and concomitant changes in this Section, Section or the deletion of this proviso, in accordance with the requirements of Sections 6.11 6.11(b) and 9.01(89.1(8), or (4) change remove or impair the rights of any obligation Holder of Securities to bring a Direct Action in certain circumstances, as provided in Section 15.1; provided, further, that if the Securities of such series are held by a Citigroup Trust or a trustee of such trust, such supplemental indenture shall not be effective until the holders of a majority in liquidation preference of Trust Securities of the Company applicable Citigroup Trust shall have consented to maintain an office or agencysuch supplemental indenture; provided, or (5) change any obligation further, that if the consent of the Company to pay additional amountsHolder of each Outstanding Securities is required, or (6) adversely affect any right of repayment or repurchase at the option such supplemental indenture shall not be effective until each holder of the Holder, or (7) reduce or postpone any sinking fund or similar provisionTrust Securities of the applicable Citigroup Trust shall have consented to such supplemental indenture. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company Issuer and the Trustee, the CompanyIssuer, when authorized by an Establishment Actiona Board Resolution, the Guarantors and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby,: (1a) change the Stated Maturity of the principal of, or any installment instalment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon the redemption thereof, or change the dates or times on which the Securities of a series may be redeemed or repurchased, or reduce the amount of the principal of an Original Issue Discount Security that or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.026.2, or change the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, ; or (2b) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, ; or (3c) modify any of the provisions of this Section 10.2, Section 6.13 or Section 5.1311.6, except to increase any percentage in such percentage provisions or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, ; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this SectionSection and Section 11.6, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 7.14 and 9.01(810.1(i), ; or (4d) change any obligation of release the Company to maintain an office or agency, or (5) change any obligation from its guarantee under Article 5 of the Company to pay additional amounts, or (6) adversely affect any right of repayment or repurchase at the option of the Holder, or (7) reduce or postpone any sinking fund or similar provisionthis Indenture. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the The Company, when authorized by an Establishment Actiona Board Resolution, and the Trustee for the Debt Securities of any or all series may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of such Debt Securities of such series under this Indenture, but only with the consent of the Holders of more than 50% in aggregate principal amount of the Outstanding Debt Securities of each series of Debt Securities then Outstanding affected thereby, in each case by Act of said Holders of Debt Securities of each such series delivered to the Company and the Trustee for Debt Securities of each such series; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Debt Security affected thereby,: (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Debt Security, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon thereon, if any, or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount a Discounted Debt Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.025.2, or change the coin or currency in which, any Security or any premium or interest thereon is payablePlace of Payment, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, ; or (2) reduce the percentage in principal amount of the Outstanding Debt Securities of any particular series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, ; or (3) modify any of the provisions of this Section or Section 5.135.13 or 10.7, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Debt Security affected thereby, ; provided, however, that this clause shall not be deemed to require the consent of any Holder of a Debt Security with respect to changes in the references to “"the Trustee” " and concomitant changes in this SectionSection and Section 10.7, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(86.9, 6.11(b), or (49.1(6) change any obligation of the Company to maintain an office or agency, or (5) change any obligation of the Company to pay additional amounts, or (6) adversely affect any right of repayment or repurchase at the option of the Holder, or (7) reduce or postpone any sinking fund or similar provisionand 9.1(7). A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Debt Securities, or which modifies the rights of the Holders of Debt Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Debt Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in of the aggregate principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the TrusteeCompany, the Company, when authorized by an Establishment Action, Company and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding to add any provisions to or changing to change in any manner or eliminating eliminate any of the provisions of this Indenture or of modifying any other indenture supplemental hereto or to modify in any manner the rights of the Holders of Securities of such series under this Indentureseries; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby,, an amendment under this Section may not: (1a) change the Stated Maturity of the principal of, or premium, if any, on, or any installment of principal of or premium, if any, or interest on, any Security, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon the redemption thereof, or change the manner in which the amount of any principal thereof or premium, if any, or interest thereon is determined or reduce the amount of the principal of an any Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.025.2, or change the coin currency or currency unit in which, which any Security Securities or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, or; (2b) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder defaults (c) change any obligation of the Company to maintain an office or agency in the places and their consequencesfor the purposes specified in Section 9.2; (d) make any change that adversely affects any right to convert or exchange any Security to which the provisions of Article 14 are applicable or, except as provided for in this Indenture, decrease the conversion or exchange rate or increase the conversion or exchange price of any such Security; or (3e) modify make any of the provisions of change in this Section 8.2, Section 5.7 or Section 5.13, 9.6 except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without with the consent of the Holder Holders of each Outstanding Security affected thereby, ; provided, however, that this clause shall not be deemed to require the consent of any Holder of a Security or coupon with respect to changes in the references to “"the Trustee” " and concomitant changes in this Section, Section and Section 9.6 or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(88.1(h), or (4) change any obligation of the Company to maintain an office or agency, or (5) change any obligation of the Company to pay additional amounts, or (6) adversely affect any right of repayment or repurchase at the option of the Holder, or (7) reduce or postpone any sinking fund or similar provision. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall is not be necessary for any Act of Holders under this Section 8.2, Section 5.7 or Section 9.6 for the Holders to approve consent to the particular form of any proposed supplemental indenture, but it shall be is sufficient if such Act shall approve they consent to the substance thereof.;

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in of the aggregate principal amount of the Outstanding Securities of each all series adversely affected by such supplemental indentureindenture (voting as one class), by Act of said Holders delivered to the Company and the TrusteeCompany, the Company, when authorized by an Establishment Action, Company and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding to add any provisions to or changing to change in any manner or eliminating eliminate any of the provisions of this Indenture or of modifying any other indenture supplemental hereto or to modify in any manner the rights of the Holders of Securities of such series under this IndentureSecurities; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby,, an amendment under this Section may not: (1) change the Stated Maturity of the principal of, or premium, if any, on, or any installment of principal of or premium, if any, or interest on, any Security, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon the redemption thereof, or change the manner in which the amount of any principal thereof or premium, if any, or interest thereon is determined or reduce the amount of the principal of an any Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.025.2, or change the coin currency or currency unit in which, which any Security Securities or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, or; (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, oror reduce the requirements of Section 13.4 for quorum or voting; (3) modify change any obligation of the Company to maintain an office or agency in the places and for the purposes specified in Section 9.2; (4) make any change that adversely affects any right to convert or exchange any Security to which the provisions of Article 14 are applicable or, except as provided in this Indenture, decrease the conversion or exchange rate or increase the conversion or exchange price of any such Security; (5) modify the provisions in Article 15 of this Indenture with respect to the subordination of Outstanding Securities of any series in a manner adverse to the Holders thereof; or (6) make any change in this Section or Section 5.13, 8.2 except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without with the consent of the Holder Holders of each Outstanding Security affected thereby, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(8), or (4) change any obligation of the Company to maintain an office or agency, or (5) change any obligation of the Company to pay additional amounts, or (6) adversely affect any right of repayment or repurchase at the option of the Holder, or (7) reduce or postpone any sinking fund or similar provision. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall is not be necessary for any Act of Holders under this Section 8.2 for the Holders to approve consent to the particular form of any proposed supplemental indenture, but it shall be is sufficient if such Act shall approve they consent to the substance thereof.

Supplemental Indentures with Consent of Holders. With the written consent of the Holders holders of not less than at least a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indentureNotes, by Act of said Holders holders delivered to the Company and the Trustee, the Company, when authorized by an Establishment Actiona Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto hereto, or amendments to the Guarantees for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Guarantees or of modifying in any manner the rights of the Holders holders of Securities of such series the Notes under this IndentureIndenture or the Guarantees; provided, however, that no such supplemental indenture shall, without the consent of the Holder holder of each Outstanding Security Note affected thereby, (1a) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any SecurityNote, or reduce the principal amount thereof or the rate of interest (or extend the time of payment for payment) of interest thereon or any premium payable upon the redemption thereof, or reduce change the amount of Currency or Currencies in which the principal of an Original Issue Discount Security that would be due (and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02premium, or change the coin or currency in which, any Security or any premium if any) or interest thereon on such Note is denominated or payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the alter any redemption provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, holders of Notes or release any Subsidiary Guarantor under any Guarantee (except in accordance with the terms of the Indenture or the Guarantees); or (2b) reduce the percentage in principal amount of the Outstanding Securities of any seriesNotes, the consent of whose Holders holders is required for any such supplemental indenture, or the consent of whose Holders holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) consequences provided for in this Indenture, ; or (3c) modify any of the provisions of this Section, Section 5.13, or Section 5.1312.6, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder holder of each Outstanding Security Note affected thereby, ; provided, however, that this clause shall not be deemed to require the consent of any Holder holder with respect to changes in the references to “"the Trustee” " and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(811.1(h), ; or (4d) change modify any obligation of the Company to maintain an office or agency, or (5) change any obligation of the Company to pay additional amounts, or (6) adversely affect any right of repayment or repurchase at the option of the Holder, or (7) reduce or postpone any sinking fund or similar provision. A supplemental indenture which changes or eliminates any covenant or other provision provisions of this Indenture which by their terms expressly require the consent of each affected holder of Notes to modify; or (e) at any time after a Change of Control has expressly been included solely for occurred, change the benefit of one time at which the Offer to Purchase related thereto must be made under Section 12.11 or more particular series of Securities, change the time or price at which modifies the rights of the Holders of Securities of such series with respect Notes must be repurchased pursuant to such covenant or other provision, shall be deemed not Offer to affect the rights under this Indenture of the Holders of Securities of any other seriesPurchase. It shall not be necessary for any Act of Holders holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. The terms of any document entered into pursuant to this Section shall be subject to prior approval, if required, of any applicable Gaming Authority. To the extent required by applicable Gaming Laws, Notes held by a Disqualified Holder shall, so long as held by such a Person, be disregarded for purposes of providing consents and determining the sufficiency of consents under this Section 11.2.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by an Establishment Actiona Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby,: (1a) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.024.2, or change the coin or currency in which, which any Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, ; or (2b) reduce the percentage in of aggregate principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) consequences provided for in this Indenture, ; or (3c) modify any of the provisions of this Section or Section 5.13Sections 4.13 and 9.11, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(8), or (4) change any obligation of the Company to maintain an office or agency, or (5) change any obligation of the Company to pay additional amounts, or (6) adversely affect any right of repayment or repurchase at the option of the Holder, or (7) reduce or postpone any sinking fund or similar provision. ; A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has been expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less more than a majority in of the principal amount of the Outstanding Securities of each series Notes affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by an Establishment Actiona Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security Note affected thereby, (1a) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Securitysuch Note, or reduce the principal amount thereof or the rate of any interest or the time of payment of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02thereon, or change any Place of Payment where, or the coin or currency in which, any Security such Note or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, orthereof; (2b) reduce the percentage in principal amount of the Outstanding Securities of any seriesNotes, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) consequences provided for in this Indenture, ; or (3c) modify any of the provisions of this Section, Section 5.13 or Section 5.131.11, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security Note affected thereby, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(8), or (4) change any obligation of the Company to maintain an office or agency, or (5) change any obligation of the Company to pay additional amounts, or (6) adversely affect any right of repayment or repurchase at the option of the Holder, or (7) reduce or postpone any sinking fund or similar provision. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company Issuer and the TrusteeTrustees, the CompanyIssuer, when authorized by an Establishment Actiona Board Resolution, the Company and the Trustee Trustees may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby,: (1a) change the Stated Maturity of the principal of, or any installment instalment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon the redemption thereof, or change the dates or times on which the Securities of a series may be redeemed or repurchased, or reduce the amount of the principal of an Original Issue Discount Security that or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.026.2, or change the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, ; or (2b) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, ; or (3c) modify any of the provisions of this Section 10.2, Section 6.13 or Section 5.1311.6, except to increase any percentage in such percentage provisions or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, ; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the TrusteeTrustees” and concomitant changes in this SectionSection and Section 11.6, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 7.14 and 9.01(810.1(h), ; or (4d) change following the mailing of an Offer with respect to an Offer to Purchase any obligation Series of Securities pursuant to the Company provisions of any Section of this Indenture or any indenture supplemental hereto, modify the provisions of this Indenture or such supplemental indenture with respect to maintain an office or agency, such Offer to Purchase in a manner materially adverse to such Holder; or (5e) change any obligation of release the Company to pay additional amounts, or (6) adversely affect any right of repayment or repurchase at the option of the Holder, or (7) reduce or postpone any sinking fund or similar provisionfrom its Guarantee under this Indenture. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, indenture (including consents obtained in connection with a tender offer or exchange offer for Securities of such series) by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by an Establishment Actiona Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture, or modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, (1) change the Stated Maturity or fixed Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest or change the time or place of payment of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02, 502 or change the coin or currency in which, which any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, or; (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults Defaults hereunder and their consequences) provided for in this Indenture, or; (3) modify any of the provisions of this Section, Section 513 or Section 5.131006, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, ; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this SectionSection and Section 1006, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 611 and 9.01(8901(14), or; (4) change waive a Default in the payment of principal of, premium, if any, or interest or additional interest, if any, on any obligation Securities (except a rescission of acceleration of the Company to maintain an office or agency, orSecurities by the Holders of at least a majority in aggregate principal amount of such Securities and a waiver of the payment Default that resulted from such acceleration); (5) change modify any obligation of the Company provisions of this Indenture relating to pay the rights of Holders of Securities to receive payments of principal of, premium, if any, or interest or additional amountsinterest, orif any, on the Securities; (6) adversely affect any right change the ability of repayment Holders of Securities to enforce their rights under this Indenture or repurchase at the option foregoing provisions of the Holder, orthis section or this Section 902(6); (7) reduce modify the ranking provisions of the Indenture in a manner adverse to the Holders of Securities; or (8) make any other change specified in a prospectus supplement or postpone any sinking fund or similar provisionother offering document relating to the Securities of that series. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by an Establishment Actiona Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series and any related coupons under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon the redemption thereof, or change any obligation of the Company to pay additional amounts pursuant to Section 10.4 (except as contemplated by Section 8.1(1) and permitted by Section 9.1(1)), or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02, 5.2 or change the coin or currency in which, which any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) consequences provided for in this Indenture, or reduce the requirements of Section 13.4 for quorum or voting, or (3) change any obligation of the Company to maintain an office or agency for the purposes specified in Section 10.2, or (4) modify any of the provisions of this Section or Section 5.13, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, ; provided, however, that this clause shall not be deemed to require the consent of any Holder of a Security or coupon with respect to changes in the references to “"the Trustee” " and concomitant changes in this Section, Section or the deletion of this proviso, in accordance with the requirements of Sections 6.11 6.7(b) and 9.01(89.1(8), or (4) change any obligation of the Company to maintain an office or agency, or (5) make any change that adversely affects the right to convert any obligation Security as provided in Article XIV or pursuant to Section 3.1 (except as permitted by Section 9.1) or decrease the conversion rate or increase the conversion price of any such Security except as may otherwise be permitted by Article XIV or modify any provisions of this Indenture relating to the subordination of the Company Securities in a manner adverse to pay additional amounts, or (6) adversely affect any right of repayment or repurchase at the option of the such Holder, or (7) reduce or postpone any sinking fund or similar provision. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders of Securities under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in of the aggregate principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the TrusteeCompany, the Company, when authorized by an Establishment Action, Company and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding to add any provisions to or changing to change in any manner or eliminating eliminate any of the provisions of this Indenture or of modifying any other indenture supplemental hereto or to modify in any manner the rights of the Holders of Securities of such series under this Indentureseries; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby,, an amendment under this Section may not: (1a) change the Stated Maturity of the principal of, or premium, if any, on, or any installment of principal of or premium, if any, or interest on, any Security, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon the redemption thereof, or change the manner in which the amount of any principal thereof or premium, if any, or interest thereon is determined or reduce the amount of the principal of an any Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.025.2, or change the coin currency or currency unit in which, which any Security Securities or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, or; (2b) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such -67- 76 supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or reduce the requirements of Section 13.4 for quorum or voting; (c) change any obligation of the Company to maintain an office or agency in the places and for the purposes specified in Section 9.2; (d) make any change that adversely affects any right to convert or exchange any Security to which the provisions of Article 14 are applicable or, except as provided in this Indenture, decrease the conversion or exchange rate or increase the conversion or exchange price of any such Security; (e) modify the provisions in Article 15 of this Indenture with respect to the subordination of Outstanding Securities of any series in a manner adverse to the Holders thereof; or (3f) modify make any of the provisions of change in this Section 8.2, Section 5.7 or Section 5.13, 9.6 except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without with the consent of the Holder Holders of each Outstanding Security affected thereby, ; provided, however, that this clause shall not be deemed to require the consent of any Holder of a Security or coupon with respect to changes in the references to “"the Trustee” " and concomitant changes in this Section, Section and Section 9.6 or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(88.1(h), or (4) change any obligation of the Company to maintain an office or agency, or (5) change any obligation of the Company to pay additional amounts, or (6) adversely affect any right of repayment or repurchase at the option of the Holder, or (7) reduce or postpone any sinking fund or similar provision. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall is not be necessary for any Act of Holders under this Section 8.2 for the Holders to approve consent to the particular form of any proposed supplemental indenture, but it shall be is sufficient if such Act shall approve they consent to the substance thereof.

Supplemental Indentures with Consent of Holders. With the ----------------------------------------------- consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said such Holders delivered to the Company and the Trustee, the Company, when authorized by an Establishment Actiona Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, (1) except to the extent permitted by Section 3.12 or as otherwise specified as contemplated by Section 3.01 with respect to the extension of the interest payment period of the Securities of any series, change the Stated Maturity of the principal of, or any installment of principal of or interest (including any Additional Interest) on, any Security, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon the redemption thereofthereon, or reduce the amount of the principal of an Original Issue a Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02, or change the place of payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Datedate fixed for redemption thereof), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, or; (2) reduce the percentage in principal amount of the Outstanding outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or; (3) modify any of the provisions of this Section, Section 5.13 or Section 5.1310.05, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(8), ; or (4) change modify the provisions in Article XIII of this Indenture with respect to the subordination of outstanding Securities of any obligation series in a manner adverse to the Holders thereof; provided that, in the case of the Company Securities of a series issued to maintain an office or agencya -------- Commonwealth Bankshares Capital Trust, or (5) change so long as any obligation of the Company to pay additional amountscorresponding series of Capital Securities remain outstanding, or (6) no such amendment shall be made that adversely affect affects the holders of such Capital Securities in any right material respect, and no termination of repayment this Indenture shall occur, and no waiver of any Event of Default or repurchase at compliance with any covenant under this indenture shall be effective, without the option prior consent of the Holderholders of at least a majority of the aggregate Liquidation Amount of such Capital Securities then outstanding unless and until the principal of the Securities of such series and all accrued and, or subject to Section 3.08, unpaid interest (7including any Additional Interest) reduce thereon have been paid in full; and provided further, however, that in ---------------- ------- the case of the securities of a series issued to a Commonwealth Bankshares Capital Trust, so long as any of the corresponding series of Capital Securities remain outstanding, no amendment shall be made to Section 5.08 of this Indenture that would impair the rights of the holders of such Capital Securities provided herein without the prior consent of the holders of each Capital Security then outstanding unless and until the principal of the Securities of such series and all accrued and (subject to Section 3.08) unpaid interest (including any Additional Interest) thereon have been paid in full. The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Holders on such record date, or postpone their duly designated Proxies, and only such Persons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided, that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date that is 90 days after such record date, any sinking fund or similar provisionsuch consent previously given shall automatically and without further action by any Holder be canceled and of no further effect. A supplemental indenture which that changes or eliminates any covenant or other provision of this Indenture which that has expressly been included solely for the benefit of one or more particular series of Securities, or which that modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company Issuer and the TrusteeTrustees, the CompanyIssuer, when authorized by an Establishment Actiona Board Resolution, the Guarantors and the Trustee Trustees may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby,: (1a) change the Stated Maturity of the principal of, or any installment instalment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon the redemption thereof, or change the dates or times on which the Securities of a series may be redeemed or repurchased, or reduce the amount of the principal of an Original Issue Discount Security that or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.026.2, or change the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, ; or (2b) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, ; or (3c) modify any of the provisions of this Section 10.2, Section 6.13 or Section 5.1311.6, except to increase any percentage in such percentage provisions or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, ; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the TrusteeTrustees” and concomitant changes in this SectionSection and Section 11.6, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 7.14 and 9.01(810.1(i), ; or (4d) change any obligation release the Partnership from its guarantee under Article 5 of the Company to maintain an office or agency, or (5) change any obligation of the Company to pay additional amounts, or (6) adversely affect any right of repayment or repurchase at the option of the Holder, or (7) reduce or postpone any sinking fund or similar provisionthis Indenture. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. With the consent of (i) the Holders of not less than a majority in principal amount of the Outstanding Securities, or (ii) in case less than all of the several series of Securities are affected by such addition, change, elimination or modification, the Holders of not less than a majority in principal amount of each series so affected by such supplemental indentureindenture voting as a single class, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by an Establishment Actiona Board of Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.026.02, or change the coin or currency in which, or delete any Security country from the Places of Payment (other than any such country in which, in the good faith determination of the Board of Directors, the functions to be performed in the Places of Payment in such country are no longer practicably performable) in which, any Securities or Coupons or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemptionredemption or repurchase (in the case of Securities of a series that are required to be repurchased by the Company as specified pursuant to Section 3.01), on or after the Redemption DateDate or the repurchase date, as applicable), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or (3) change any obligation of the Company to maintain an office or agency in the places and for the purposes specified in Section 10.02, or (4) modify any of the provisions of this Section 9.02, Section 6.11, or Section 5.1310.07, except to increase any such percentage or to provide with respect to any particular series the right to condition the effectiveness of any supplemental indenture as to that series on the consent of the Holders of a specified percentage of the aggregate principal amount of Outstanding Securities of such series (which provision may be made pursuant to Section 3.01 without the consent of any Holder) or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, ; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “"the Trustee” " and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 7.07(2) and 9.01(8), or (4) change any obligation of the Company to maintain an office or agency, or (5) if applicable, make any change that adversely affects the right to convert any obligation Convertible Security or, except as provided in this Indenture, decrease the conversion rate or increase the conversion price of any Convertible Security. For the Company purposes of this Section 9.02, if the Securities of any series are issuable upon the exercise of warrants, any holder of an unexercised and unexpired warrant with respect to pay additional amounts, or (6) adversely affect any right such series shall not be deemed to be a Holder of repayment or repurchase at Outstanding Securities of such series in the option amount issuable upon the exercise of the Holder, or (7) reduce or postpone any sinking fund or similar provisionsuch warrants. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by an Establishment Actiona Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby,: (1a) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.024.2, or change the coin or currency in which, which any Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, ; or (2b) reduce the percentage in of aggregate principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) consequences provided for in this Indenture, ; or (3c) modify any of the provisions of this Section or Section 5.13Sections 4.13 and 9.12, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(8), or (4) change any obligation of the Company to maintain an office or agency, or (5) change any obligation of the Company to pay additional amounts, or (6) adversely affect any right of repayment or repurchase at the option of the Holder, or (7) reduce or postpone any sinking fund or similar provision. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has been expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indentureSecurities, by Act of said Holders delivered to the Company Company, the Guarantor and the Trustee, the Company, and the Guarantor, when authorized by an Establishment Actiona Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, (1) change the Stated Maturity of the principal of, or any installment of principal of or interest (including any Additional Interest) on, any Security, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02thereon, or change the place of payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, or, (2) reduce the percentage in principal amount of the Outstanding Securities of any seriesSecurities, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is in required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or (3) modify any of the provisions of this Section or Section 5.13, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(8), or (4) change any obligation of the Company to maintain an office or agency, or (5) change any obligation of the Company to pay additional amounts, or (6) adversely affect any right of repayment or repurchase at the option of the Holder, or (7) reduce or postpone any sinking fund or similar provision. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by an Establishment Actiona Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), ) or modify the provisions of this the Indenture with respect to the subordination of the Securities of any series in a manner adverse to the HoldersHolders of the Securities, or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) consequences provided for in this Indenture, or (3) modify any of the provisions of this Section, Section 513 or Section 5.131009, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “"the Trustee” " and concomitant changes in this SectionSection and Section 1009, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 611(b) and 9.01(8901(8), or (4) change any obligation of the Company to maintain an office or agency, or (5) change any obligation of the Company to pay additional amounts, or (6) adversely affect any right of repayment or repurchase at the option of the Holder, or (7) reduce or postpone any sinking fund or similar provision. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the The Company, when authorized by an Establishment Actiona Board Resolution, and the Trustee for the Debt Securities of any or all series may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of such Debt Securities of such series under this Indenture, but only with the consent of the Holders of more than 50% in aggregate principal amount of the Outstanding Debt Securities of each series of Debt Securities then Outstanding affected thereby, in each case by Act of said Holders of Debt Securities of each such series delivered to the Company and the Trustee for Debt Securities of each such series; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Debt Security affected thereby,: (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Debt Security, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon thereon, if any, or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount a Discounted Debt Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.025.2, or change the coin or currency in which, any Security or any premium or interest thereon is payablePlace of Payment, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, ; or (2) reduce the percentage in principal amount of the Outstanding Debt Securities of any particular series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, ; or (3) modify any of the provisions of this Section or Section 5.135.13 or 10.8, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Debt Security affected thereby, ; provided, however, that this clause shall not be deemed to require the consent of any Holder of a Debt Security with respect to changes in the references to “"the Trustee” " and concomitant changes in this SectionSection and Section 10.8, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(86.9, 6.11(b), or (49.1(6) change any obligation of the Company to maintain an office or agency, or (5) change any obligation of the Company to pay additional amounts, or (6) adversely affect any right of repayment or repurchase at the option of the Holder, or (7) reduce or postpone any sinking fund or similar provisionand 9.1(7). A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Debt Securities, or which modifies the rights of the Holders of Debt Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Debt Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. With the consent of (i) the Holders of not less than a majority in principal amount of the Outstanding Securities, or (ii) in case less than all of the several series of Securities are affected by such addition, change, elimination or modification, the Holders of not less than a majority in principal amount of each series so affected by such supplemental indentureindenture voting as a single class, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by an Establishment Actiona Board of Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, , (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.026.02, or change the coin or currency in which, or delete any Security country from the Places of Payment (other than any such country in which, in the good faith determination of the Board of Directors, the functions to be performed in the Places of Payment in such country are no longer practicably performable) in which, any Securities or Coupons or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemptionredemption or repurchase (in the case of Securities of a series that are required to be repurchased by the Company as specified pursuant to Section 3.01), on or after the Redemption DateDate or the repurchase date, as applicable), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or or (3) change any obligation of the Company to maintain an office or agency in the places and for the purposes specified in Section 10.02, or (4) modify any of the provisions of this Section 9.02, Section 6.11, or Section 5.1310.07, except to increase any such percentage or to provide with respect to any particular series the right to condition the effectiveness of any supplemental indenture as to that series on the consent of the Holders of a specified percentage of the aggregate principal amount of Outstanding Securities of such series (which provision may be made pursuant to Section 3.01 without the consent of any Holder) or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, ; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “"the Trustee” " and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 7.07(b) and 9.01(8), or (4) change any obligation of the Company to maintain an office or agency, or (5) if applicable, make any change that adversely affects the right to convert any obligation Convertible Security or, except as provided in this Indenture, decrease the conversion rate or increase the conversion price of any Convertible Security. For the Company purposes of this Section 9.02, if the Securities of any series are issuable upon the exercise of warrants, any holder of an unexercised and unexpired warrant with respect to pay additional amounts, or (6) adversely affect any right such series shall not be deemed to be a Holder of repayment or repurchase at Outstanding Securities of such series in the option amount issuable upon the exercise of the Holder, or (7) reduce or postpone any sinking fund or similar provisionsuch warrants. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indentureNotes, by Act of said such Holders delivered to the Company Issuer and the Trustee, the CompanyIssuer, when authorized by an Establishment Action, the Guarantors and the Trustee may (a) enter into an indenture one or more indentures supplemental hereto and/or (b) amend, supplement or otherwise modify any other Note Document, in each case, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of such other Note Document or waiving or otherwise modifying in any manner the rights of the Holders hereunder or thereunder, including the waiver of Securities of such series certain past defaults under this IndentureIndenture pursuant to Section 5.13; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security Note (or, in the case of clauses (iv) and (x) below, two-thirds in principal amount of the Outstanding Notes) affected thereby,: (1i) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any SecurityNote, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or (including by amending any premium payable upon the redemption thereof, or reduce the amount of the principal definitions relevant to the determination of an Original Issue Discount Security the interest rate applicable to the Notes) that would be due and payable upon a declaration of acceleration of the Stated Maturity thereof pursuant to Section 5.02thereof, or change the place of payment where, or the coin or currency in which, any Security Note or any premium or interest thereon is payable, or impair the contractual right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, thereof; or (2ii) reduce the percentage in principal amount of the Outstanding Securities of any seriesNotes, the consent of whose Holders is required necessary for any such supplemental indenture, indenture or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture Section 5.08 or certain defaults hereunder and their consequences) provided for in this Indenture, Section 5.13; or (3iii) modify any provision of Section 5.08; or (iv) amend, modify or waive any term or provision of any Note Document to permit the issuance or incurrence of any Indebtedness (including any exchange of existing Indebtedness that results in another class of Indebtedness for borrowed money, but excluding, for the avoidance of doubt, any “debtor-in-possession” facility pursuant to Section 364 of the provisions Bankruptcy Code (or similar financing under applicable law)) with respect to which the Liens on the Collateral securing the Note Obligations would be subordinated (any such other Indebtedness to which such Liens securing any of the Obligations are subordinated, “Senior Indebtedness”), unless each adversely affected Holder has been offered a bona fide opportunity to fund or otherwise provide its pro rata share (based on the principal amount of Obligations that are adversely affected thereby held by each Holder) of the Senior Indebtedness on the same terms (other than bona fide backstop fees and reimbursement of counsel fees and other expenses in connection with the negotiation of the terms of such transaction; such fees and expenses, “Ancillary Fees”) as offered to all other providers (or their Affiliates) of the Senior Indebtedness and to the extent such adversely affected ▇▇▇▇▇▇ decides to participate in the Senior Indebtedness, receive its pro rata share of the fees and any other similar benefit (other than Ancillary Fees) of the Senior Indebtedness afforded to the providers of the Senior Indebtedness (or any of their Affiliates) in connection with providing the Senior Indebtedness; or (v) subordinate in right of payment the Securities or any Note Guarantee to any other Indebtedness; or (vi) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed, as described in Appendix A or Exhibit 1 thereto; or (vii) reduce the premium payable upon a Change of Control Repurchase Event or, at any time after a Change of Control Repurchase Event has occurred, change the time at which the Offer to Purchase relating thereto must be made or at which the Notes must be repurchased pursuant to such Offer to Purchase; or (viii) make any change in any Note Guarantee of a Guarantor that is either a Significant Subsidiary or is a guarantor of any other First Lien Obligations then outstanding that would adversely affect the interests of the Holders of the Notes in a manner inconsistent with any changes made in respect of the guarantee of the other First Lien Obligations; or (ix) modify any provision of this Section or Section 5.13, 8.02 (except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(8set forth herein), ; or (4x) (A) modify or amend Section 9.14 or the defintiion of “Unrestricted Subsidiary”, (B) make any change (whether by amendment, supplement or waiver) to any obligation Security Document, any Intercreditor Agreement or the provisions in this Indenture dealing with the Collateral, the Security Documents or the Intercreditor Agreements that would, in each case, release all or substantially all of the Company to maintain an office or agency, or (5) change any obligation Collateral from the Liens of the Company to pay additional amountsSecurity Documents (except as otherwise permitted by the terms of this Indenture, or the Notes, the Security Documents and the Intercreditor Agreements), or (6C) make any change in any Note Guarantee of a Guarantor that is a Significant Subsidiary that would adversely affect any right of repayment or repurchase at the option of the Holder, or (7) reduce or postpone any sinking fund or similar provision. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights interests of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of Notes in any other seriesmaterial respect. It shall not be necessary for any Act of Holders under this Section 8.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by an Establishment Action, Company and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture Indenture, or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture Indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, (1a) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or the time of payment of interest thereon any Additional Amounts payable in respect thereof, or any premium payable upon the redemption thereof, or change the obligation of the Company to pay Additional Amounts pursuant to Section 10.4, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity maturity thereof pursuant to Section 5.025.2, or change any Place of Payment where, or the coin or currency in which, any Security principal of, or any premium or the interest thereon on, any such Security is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, or (2b) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or (3c) modify any of the provisions of this Section 9.2, Section 5.13 or Section 5.1310.8, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(8), or (4) change any obligation of the Company to maintain an office or agency, or (5) change any obligation of the Company to pay additional amounts, or (6d) adversely affect the right to repayment, if any, of Securities of any right of repayment or repurchase series at the option of the Holder, or (7) reduce or postpone any sinking fund or similar provisionHolders thereof. A supplemental indenture which that changes or eliminates any covenant or other provision of this Indenture which that has expressly been included solely for the benefit of one or more particular series of Securities, or which that modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders of Securities under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. After an amendment or supplement under this Section 9.2 becomes effective, the Company shall mail to Holders a notice briefly describing such amendment or supplement. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment or supplement under this Section 9.2.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indentureSecurities, by Act of said such Holders delivered to the Company Issuer and the Trustee, the CompanyIssuer, when authorized by an Establishment Action, the Guarantors and the Trustee may (a) enter into an indenture one or more indentures supplemental hereto and/or (b) amend, supplement or otherwise modify any other Note Document, in each case, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of such other Note Document or waiving or otherwise modifying in any manner the rights of the Holders hereunder or thereunder, including the waiver of Securities of such series certain past defaults under this IndentureIndenture pursuant to Section 5.13; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security (or, in the case of clauses (iv) and (x) below, two-thirds in principal amount of the Outstanding Securities) affected thereby,: (1i) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or (including by amending any premium payable upon the redemption thereof, or reduce the amount of the principal definitions relevant to the determination of an Original Issue Discount Security the interest rate applicable to the Securities) that would be due and payable upon a declaration of acceleration of the Stated Maturity thereof pursuant to Section 5.02thereof, or change the place of payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the contractual right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, thereof; or (2ii) reduce the percentage in principal amount of the Outstanding Securities of any seriesSecurities, the consent of whose Holders is required necessary for any such supplemental indenture, indenture or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture Section 5.08 or certain defaults hereunder and their consequences) provided for in this Indenture, Section 5.13; or (3iii) subordinate in right of payment the Securities or any Note Guarantee to any other Indebtedness; or (iv) amend, modify or waive any term or provision of any Note Document to permit the issuance or incurrence of any Indebtedness (including any exchange of existing Indebtedness that results in another class of Indebtedness for borrowed money, but excluding, for the avoidance of doubt, any “debtor-in-possession” facility pursuant to Section 364 of the Bankruptcy Code (or similar financing under applicable law)) with respect to which the Liens on the Collateral securing the Obligations would be subordinated (any such other Indebtedness to which such Liens securing any of the Obligations are subordinated, “Senior Indebtedness”), unless each adversely affected Holder has been offered a bona fide opportunity to fund or otherwise provide its pro rata share (based on the principal amount of Obligations that are adversely affected thereby held by each Holder) of the Senior Indebtedness on the same terms (other than bona fide backstop fees and reimbursement of counsel fees and other expenses in connection with the negotiation of the terms of such transaction; such fees and expenses, “Ancillary Fees”) as offered to all other providers (or their Affiliates) of the Senior Indebtedness and to the extent such adversely affected ▇▇▇▇▇▇ decides to participate in the Senior Indebtedness, receive its pro rata share of the fees and any other similar benefit (other than Ancillary Fees) of the Senior Indebtedness afforded to the providers of the Senior Indebtedness (or any of their Affiliates) in connection with providing the Senior Indebtedness; or (v) [reserved]; or (vi) reduce the premium payable upon the redemption of any Security or change the time at which any Security may be redeemed, as described in Appendix A or Exhibit 1 thereto; or (vii) reduce the premium payable upon a Change of Control Triggering Event or, at any time after a Change of Control Triggering Event has occurred, change the time at which the Offer to Purchase relating thereto must be made or at which the Securities must be repurchased pursuant to such Offer to Purchase; or (viii) make any change in any Note Guarantee of a Guarantor that is either a Significant Subsidiary or is a guarantor of any Other Notes then Outstanding that would adversely affect the interests of the Holders of the Securities in a manner inconsistent with any changes made in respect of the guarantee of the Other Notes; (ix) modify any of the provisions provision of this Section or Section 5.13, 8.02 (except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(8set forth herein), ; or (4x) (A) modify or amend Section 9.15 or the definition of “Unrestricted Subsidiary”, (B) make any change (whether by amendment, supplement or waiver) to any obligation Collateral Document, any Intercreditor Agreement or the provisions in this Indenture dealing with the Collateral, the Collateral Documents or the Intercreditor Agreements that would, in each case, release all or substantially all of the Company to maintain an office or agency, or (5) change any obligation Collateral from the Liens of the Company to pay additional amountsCollateral Documents (except as otherwise permitted by the terms of this Indenture, or the Collateral Documents and the Intercreditor Agreements) or (6C) make any change in any Note Guarantee of a Guarantor that is a Significant Subsidiary that would adversely affect any right of repayment or repurchase at the option of the Holder, or (7) reduce or postpone any sinking fund or similar provision. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights interests of the Holders of the Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of in any other seriesmaterial respect. It shall not be necessary for any Act of Holders under this Section 8.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by an Establishment Action, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02, or change the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or (3) modify any of the provisions of this Section or Section 5.13, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, Section or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(8), or (4) change any obligation of the Company to maintain an office or agency, or (5) change any obligation of the Company to pay additional amounts, or (6) adversely affect any right of repayment or repurchase at the option of the Holder, or (7) reduce or postpone any sinking fund or similar provision. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company Operating Partnership and the Trustee, the Company, when authorized by an Establishment Action, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby,Operating (1) change the Stated Maturity of the principal of, or any installment instalment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or (3) modify any of the provisions of this Section, Section 513 or Section 5.131008, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, ; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “"the Trustee” " and concomitant changes in this SectionSection and Section 1008, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 611 and 9.01(8901(8), or (4) change any obligation of the Company to maintain an office or agency, or (5) change any obligation of the Company to pay additional amounts, or (6) adversely affect any right of repayment or repurchase at the option of the Holder, or (7) reduce or postpone any sinking fund or similar provision. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. The Operating Partnership may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Holders on such record date, or their duly designated -52- 62 proxies, and only such Persons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided, that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each any or all series affected by such supplemental indentureindenture (voting as one class), by Act of said Holders delivered to the Company Issuer, the Guarantors and the TrusteeTrustee of each such series of Securities, the CompanyIssuer, when authorized by an Establishment Actionor pursuant to a Board Resolution of its Board of Directors, the Guarantors, when authorized by or pursuant to a Board Resolution by the Guarantors’ Board of Directors, and the each such Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby,: (1) change the Stated Maturity of the principal of, or any installment of principal of or interest interest, if any, on, any Security, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or release any Guarantor from any of its obligations under its Guarantee or modify such obligations otherwise than in accordance with the provisions terms of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, orIndenture; (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, indenture or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) consequences provided for in this Indenture, or; (3) modify any of the provisions of this Section, Section 513 or Section 5.131008, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, ; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this SectionSection and Section 1008, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(8609, 611(b), or (4901(9) change any obligation of the Company to maintain an office or agency, or (5) change any obligation of the Company to pay additional amounts, or (6) adversely affect any right of repayment or repurchase at the option of the Holder, or (7) reduce or postpone any sinking fund or similar provisionand 901(10). A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders of any series of Securities under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by an Establishment Actiona Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, (1) except to the extent permitted by Section 3.11 or as otherwise specified as contemplated by Section 2.1 or Section 3.1 with respect to the deferral of the payment of interest on the Securities of any series, change the Stated Maturity of the principal of, or any installment of principal of or interest (including any Additional Interest) on, any Security, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or reduce any premium payable upon the redemption thereof, or reduce change the amount place of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02payment where, or change the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemptionredemption or repayment, on or after the Redemption Date or Repayment Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or (3) modify any of the provisions of this Section, Section 5.13 or Section 5.1310.5, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(8), ; or (4) change modify the provisions in Article XIII of this Indenture with respect to the subordination of Outstanding Securities of any obligation series in a manner adverse to the Holders thereof; provided, further, that, in the case of the Company Securities of a series issued to maintain an office or agencya PrivateBancorp Trust, or (5) change so long as any obligation of the Company to pay additional amountscorresponding series of Trust Preferred Securities issued by such PrivateBancorp Trust remains outstanding, or (6i) no such amendment shall be made that adversely affect affects the holders of such Trust Preferred Securities in any right material respect, and no termination of repayment this Indenture shall occur, and no waiver of any Event of Default or repurchase at compliance with any covenant under this Indenture shall be effective, without the option prior consent of the Holderholders of at least a majority of the aggregate Liquidation Amount of such Trust Preferred Securities then outstanding unless and until the principal (and premium, or if any) of the Securities of such series and all accrued and, subject to Section 3.7, unpaid interest (7including any Additional Interest) reduce or postpone thereon have been paid in full and (ii) no amendment shall be made to Section 5.8 of this Indenture that would impair the rights of the holders of Trust Preferred Securities provided therein without the prior consent of the holders of each Trust Preferred Security then outstanding unless and until the principal (and premium, if any) of the Securities of such series and all accrued and (subject to Section 3.7) unpaid interest (including any sinking fund or similar provisionAdditional Interest) thereon have been paid in full. A supplemental indenture which that changes or eliminates any covenant or other provision of this Indenture which that has expressly been included solely for the benefit of one or more particular series of Securities or Trust Preferred Securities, or which that modifies the rights of the Holders of Securities or holders of Trust Preferred Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities or holders of Trust Preferred Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by an Establishment Actiona Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby,: (1a) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.024.2, or change the coin or currency in which, which any Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, ; or (2b) reduce the percentage in of aggregate principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) consequences provided for in this Indenture, ; or (3c) modify any of the provisions of this Section or Section 5.13Sections 4.13 and 9.11, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(8), ; or (4d) amend, change any or modify the obligation of the Company to maintain an office make and consummate a Change of Control Offer in the event of a Change of Control or agency, or (5) change modify any obligation of the Company to pay additional amounts, or (6) adversely affect any right of repayment provisions or repurchase at the option of the Holder, or (7) reduce or postpone any sinking fund or similar provisiondefinitions with respect thereto. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has been expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of not less than at least a majority in principal amount aggregate Principal Amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, Trustee may amend this Indenture or the Company, when authorized by an Establishment Action, and the Trustee Securities of any series or may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of the Securities of such series and any related coupons under this Indenture; provided, however, that no such amendment or supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby,: (1) change the Stated Maturity of the principal Principal of, or any installment of principal of Principal or interest on, any such Security, or reduce the principal amount Principal Amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon the redemption thereof, thereof or reduce the amount of the principal Principal of an Original Issue any such Discount Security that would be due and payable upon a declaration of acceleration 94 86 of the Maturity maturity thereof pursuant to Section 5.026.2, or change the Place of Payment, or change the coin or currency in which, any Security Principal of, or any premium or installment of interest thereon on, any such Security is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, or; (2) reduce the percentage in principal amount Principal Amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such amendment or supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults de faults hereunder and their consequences) with respect to the Securities of such series provided for in this Indenture, ; or (3) modify any of the provisions of this Section, Section 6.4 or Section 5.136.7, except to increase any the percentage of Outstanding Securities of such percentage or series required for such actions to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(8), or (4) change any obligation of the Company to maintain an office or agency, or (5) change any obligation of the Company to pay additional amounts, or (6) adversely affect any right of repayment or repurchase at the option of the Holder, or (7) reduce or postpone any sinking fund or similar provision. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by an Establishment Actiona Board Resolution, and the Trustee may shall, subject to Section 9.3 below, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security security affected thereby, (1a) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Securitysecurity, or reduce the principal amount thereof of this Indenture or the rate of interest or the time of payment of interest thereon or any premium payable upon the redemption thereofof this Indenture or extend the time for payment of this Indenture, or reduce the amount of the principal of an Original Issue Discount Security security that would be due and payable upon a declaration of acceleration of the Maturity thereof of this Indenture pursuant to Section 5.025.2 above, or change any Place of Payment where, or the coin or currency in which, any Security security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof of this Indenture (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, or; (2b) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder Defaults or Events of Default under this Indenture and their consequences) consequences provided for in this Indenture, ; or (3c) change the redemption provisions (including Article XI below) of this Indenture in a manner adverse to such Holder; or (d) modify any of the provisions of this Section 9.2 or Section 5.135.13 above, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, ; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(8), or (4) change any obligation of the Company to maintain an office or agency, or (5) change any obligation of the Company to pay additional amounts, or (6) adversely affect any right of repayment or repurchase at the option of the Holder, or (7) reduce or postpone any sinking fund or similar provision. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.to

Supplemental Indentures with Consent of Holders. (a) With the consent of the Holders of not less than a majority 80% in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by an Establishment Actiona Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, (1i) change the Stated Maturity due date of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount any Security that would be due and payable upon a declaration of acceleration of the Maturity maturity thereof pursuant to Section 5.025.2, or change the coin or currency in which, which any Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity due date thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, or (2ii) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or (3iii) modify any of the provisions of this Section section or Section 5.13, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, ; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “"the Trustee” " and concomitant changes in this Section, section or the deletion of this provisoprovision, in accordance with the requirements of Sections 6.11 6.11(b) and 9.01(89.1(h), or. (4b) change any obligation of the Company to maintain an office or agency, or (5) change any obligation of the Company to pay additional amounts, or (6) adversely affect any right of repayment or repurchase at the option of the Holder, or (7) reduce or postpone any sinking fund or similar provision. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. . (c) It shall not be necessary for any Act of Holders under this Section section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each series affected by such supplemental indentureSecurities, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by an Establishment Actiona Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, (1a) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any such Security, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon change the redemption thereofplace of Payment where, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02, or change the coin or currency in which, any such Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holdersthereof, or (2b) reduce the percentage in principal amount of the Outstanding Securities of any seriesSecurities, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) consequence provided for in this Indenture, or (3c) modify any of the provisions provision of this Section 9.02, Section 5.13 or Section 5.139.08, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, ; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “"the Trustee” " and concomitant changes in this SectionSection 9.02 and Section 9.08, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 6.11(b) and 9.01(89.01(h). The Company may, or (4) change any obligation of the Company to maintain an office or agencybut shall not obligated to, or (5) change any obligation of the Company to pay additional amounts, or (6) adversely affect any right of repayment or repurchase at the option of the Holder, or (7) reduce or postpone any sinking fund or similar provision. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely fix a record date for the benefit purpose of one or more particular series of Securitiesdetermining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed for such purpose, or which modifies the rights of the Holders of Securities of on such series with respect to record date or their duly designated proxies, and only such covenant or other provisionPersons, shall be deemed entitled to consent to such supplemental indenture, whether or not to affect the rights under this Indenture such Holders remain Holders after such record date; provided that unless such consent shall have become effective by virtue of the Holders requisite percentage having been obtained prior to the date which is 120 days after such record date, any such consent previously given shall automatically and without further action by any Holder be canceled and of Securities of any other seriesno further effect. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Section 9.01) of the Holders of not less greater than a majority 50% in aggregate principal amount of the Outstanding Securities of each series affected by such supplemental indentureSecurities, by Act act of said Holders delivered to the Company and the Trustee, the Company, when authorized by an Establishment Actiona Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, shall (1i) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02, or change the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or (3) modify any of the provisions of this Section or Section 5.13, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, providedextend the fixed maturity of any Security, howeveror reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof or any premium thereon, or make the principal thereof or interest or premium thereon payable in any coin or currency other than that this clause shall not be deemed to require provided in the Securities or (ii) without the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(8), or (4) change any obligation of the Company to maintain an office or agency, or (5) change any obligation of the Company to pay additional amounts, or (6) adversely affect any right of repayment or repurchase at the option of the Holder, or (7) reduce or postpone any sinking fund or similar provision. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of all of the Outstanding Securities affected reduce the aforesaid percentage of such series with respect to such covenant or other provisionSecurities, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of which are required to consent (a) to any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed such supplemental indenture, but it shall be sufficient if such Act shall approve (b) to rescind and annul a declaration that any Securities are due and payable as a result of the substance thereof.occurrence of an Event of Default, (c) to waive any past default under the Indenture and its consequences and (d) to waive compliance with Sections 5.02 and 5.04 (other than 5.04(a)(1) and (2)) to 5.07

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by an Establishment Action, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, (1) change the Stated Maturity of the principal of, or any installment of principal of or interest interest, if any, on, any Security, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of the acceleration of the Maturity thereof pursuant to Section 5.02502, or reduce any sinking fund payment, including in each case additional amounts or change any Place of Payment where, or the coin or currency in which, any Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this the Indenture with respect to the subordination of the Securities obligations of the Issuer or the Guarantees in a manner adverse to the Holders, or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or (3) modify any of the provisions of this Section or Section 5.13513, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, provided, however, provided that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 611(b) and 9.01(8901(8), or (4) change in any obligation manner adverse to the interests of the Company to maintain an office or agency, or (5) change Holders of any obligation Securities the terms and conditions of the Company to pay additional amounts, or (6) adversely affect any right of repayment or repurchase at the option obligations of the HolderGuarantors in respect of the due and punctual payment of the principal thereof (and premium, or (7if any) reduce and interest, if any, thereon or postpone any sinking fund or similar provisionpayments, if any, provided for in respect thereof (including in each case additional amounts payable under the Guarantees). A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. With the ----------------------------------------------- written consent of the Holders of not less than a majority in of the aggregate principal amount of the Outstanding Securities of each series adversely affected by such supplemental indentureindenture (with the Securities of each series voting as a class), by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by an Establishment Action, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding to add any provisions to or changing in to change or eliminate any manner or eliminating any of the provisions of this Indenture or of modifying in any manner other indenture supplemental hereto or to modify the rights of the Holders of Securities of such series under this IndentureSecurities; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby,, a supplemental indenture under this Section may not: (1) change the Stated Maturity of the principal ofof or premium, if any, on, or any installment of principal of or premium, if any, or interest on, any Security, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon the redemption thereof, or change the manner in which the amount of any principal thereof or premium, if any, or interest thereon is determined or reduce the amount of the principal of an any Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.025.2, or change the coin currency (including composite currency) or currency unit in which, which any Security Securities or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, or; (2) reduce the percentage in principal amount of the Outstanding Securities of any seriesaffected thereby, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or; (3) modify change any obligation of the provisions of Company to maintain an office or agency in the places and for the purposes specified in Section 9.2; or (4) make any change in Section 5.7 or this Section or Section 5.13, 8.2 (a) except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without with the consent of the Holder Holders of each Outstanding Security affected thereby, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(8), or (4) change any obligation of the Company to maintain an office or agency, or (5) change any obligation of the Company to pay additional amounts, or (6) adversely affect any right of repayment or repurchase at the option of the Holder, or (7) reduce or postpone any sinking fund or similar provision. A supplemental indenture which that changes or eliminates any covenant or other provision of this Indenture which that has expressly been included solely for the benefit of one or more particular series of Securities, or which that modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall is not be necessary for any Act of Holders under this Section 8.2 for the Holders to approve consent to the particular form of any proposed supplemental indenture, but it shall be is sufficient if such Act shall approve they consent to the substance thereof.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by an Establishment Actiona Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, (1) except to the extent permitted by Section 3.11 or as otherwise specified as contemplated by Section 2.1 or Section 3.1 with respect to the deferral of the payment of interest on the Securities of any series, change the Stated Maturity of the principal of, or any installment of principal of or interest (including any Additional Interest) on, any Security, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or reduce any premium payable upon the redemption thereof, or reduce change the amount place of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02payment where, or change the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemptionredemption or repayment, on or after the Redemption Date or Repayment Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or (3) modify any of the provisions of this Section, Section 5.13 or Section 5.1310.5, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(8), ; or (4) change modify the provisions in Article XIII of this Indenture with respect to the subordination of Outstanding Securities of any obligation series in a manner adverse to the Holders thereof; provided, further, that, in the case of the Company Securities of a series issued to maintain an office or agency▇▇▇▇▇ Bancorp Trust, or (5) change so long as any obligation of the Company to pay additional amountscorresponding series of Trust Preferred Securities issued by such ▇▇▇▇▇ Bancorp Trust remains outstanding, or (6i) no such amendment shall be made that adversely affect affects the holders of such Trust Preferred Securities in any right material respect, and no termination of repayment this Indenture shall occur, and no waiver of any Event of Default or repurchase at compliance with any covenant under this Indenture shall be effective, without the option prior consent of the Holderholders of at least a majority of the aggregate Liquidation Amount of such Trust Preferred Securities then outstanding unless and until the principal (and premium, or if any) of the Securities of such series and all accrued and, subject to Section 3.7, unpaid interest (7including any Additional Interest) reduce or postpone thereon have been paid in full and (ii) no amendment shall be made to Section 5.8 of this Indenture that would impair the rights of the holders of Trust Preferred Securities provided therein without the prior consent of the holders of each Trust Preferred Security then outstanding unless and until the principal (and premium, if any) of the Securities of such series and all accrued and (subject to Section 3.7) unpaid interest (including any sinking fund or similar provisionAdditional Interest) thereon have been paid in full. A supplemental indenture which that changes or eliminates any covenant or other provision of this Indenture which that has expressly been included solely for the benefit of one or more particular series of Securities or Trust Preferred Securities, or which that modifies the rights of the Holders of Securities or holders of Trust Preferred Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities or holders of Trust Preferred Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indentureSecurities, by Act of said such Holders delivered to the Company Issuer and the Trustee, the CompanyIssuer, when authorized by an Establishment Action, the Guarantors and the Trustee may (i) enter into an indenture one or more indentures supplemental hereto or (ii) amend, supplement or otherwise modify any other Note Document, in each case, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of such other Note Document or waiving or otherwise modifying in any manner the rights of the Holders hereunder or thereunder, including the waiver of Securities of such series certain past defaults under this IndentureIndenture pursuant to Section 5.13; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security (or, in the case of clause (ix) below, two-thirds in principal amount of the Outstanding Securities) affected thereby,: (1i) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or (including by amending any premium payable upon the redemption thereof, or reduce the amount of the principal definitions relevant to the determination of an Original Issue Discount Security the interest rate applicable to the Securities) that would be due and payable upon a declaration of acceleration of the Stated Maturity thereof pursuant to Section 5.02thereof, or change the place of payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the contractual right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, thereof; or (2ii) reduce the percentage in principal amount of the Outstanding Securities of any seriesSecurities, the consent of whose Holders is required necessary for any such supplemental indenture, indenture or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture Section 5.08 or certain defaults hereunder and their consequences) provided for in this Indenture, 5.13; or (3iii) subordinate in right of payment, or otherwise subordinate, the Securities or any Note Guarantee to any other Debt; or (iv) except as otherwise required herein, release all or substantially all of the security interest that may have been granted in favor of the Holders of the Securities with respect to any assets that also secure any Existing Notes then outstanding; or (v) reduce the premium payable upon the redemption of any Security or change the time at which any Security may be redeemed, as described in Appendix A or Exhibit 1 thereto; or (vi) reduce the premium payable upon a Change of Control Triggering Event or, at any time after a Change of Control Triggering Event has occurred, change the time at which the Offer to Purchase relating thereto must be made or at which the Securities must be repurchased pursuant to such Offer to Purchase; or (vii) make any change in any Note Guarantee of a Guarantor that is either a Significant Subsidiary or is a guarantor of any Existing Notes then outstanding that would adversely affect the interests of the Holders of the Securities in a manner inconsistent with any changes made in respect of the guarantee of the Existing Notes or otherwise in any material respect; (viii) modify any of the provisions provision of this Section or Section 5.13, 8.02 (except to increase any such percentage set forth herein); or (ix) (A) modify or amend Section 9.15, (B) make any change (whether by amendment, supplement or waiver) to provide any Note Collateral Document or the provisions in this Indenture dealing with the Collateral or the Note Collateral Documents that certain other provisions would, in each case, release all or substantially all of the Collateral from the Liens of the Note Collateral Documents (except upon the occurrence of a Collateral Release Ratings Event or as otherwise permitted by the terms of this Indenture cannot be modified and the Note Collateral Documents) or waived without the consent (C) make any change in any Note Guarantee of the Holder of each Outstanding Security affected thereby, provided, however, a Guarantor that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(8), or (4) change any obligation of the Company to maintain an office or agency, or (5) change any obligation of the Company to pay additional amounts, or (6) is a Significant Subsidiary that would adversely affect any right of repayment or repurchase at the option of the Holder, or (7) reduce or postpone any sinking fund or similar provision. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights interests of the Holders of the Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of in any other seriesmaterial respect. It shall not be necessary for any Act of Holders under this Section 8.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by an Establishment Actiona Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, (1) except to the extent permitted by Section 3.11 or as otherwise specified as contemplated by Section 2.1 or Section 3.1 with respect to the deferral of the payment of interest on the Securities of any series and except to the extent permitted by Section 3.14 or as otherwise specified as contemplated by Section 2.1 or Section 3.1 with respect to the advancing or extension of Stated Maturity of the Securities of any Series, change the Stated Maturity of the principal of, or any installment of principal of or interest (including any Additional Interest) on, any Security, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or reduce any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue a Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.025.2, or change the place of payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or (3) modify any of the provisions of this Section, Section 5.13 or Section 5.1310.5, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(8), ; or (4) change modify the provisions in Article XIII of this Indenture with respect to the subordination of Outstanding Securities of any obligation series in a manner adverse to the Holders thereof; provided, further, that, in the case of the Company Securities of a series issued to maintain an office or agencyHL&P Trust, or (5) change so long as any obligation of the Company to pay additional amountscorresponding series of Preference Securities issued by such HL&P Trust remains outstanding, or (6i) no such amendment shall be made that adversely affect affects the holders of such Preference Securities in any right material respect, and no termination of repayment this Indenture shall occur, and no waiver of any Event of Default or repurchase at compliance with any covenant under this Indenture shall be effective, without the option prior consent of the Holderholders of at least a majority of the aggregate Liquidation Amount (as defined in the Trust Agreement under which such HL&P Trust is organized) of such Preference Securities then outstanding unless and until the principal (and premium, or if any) of the Securities of such series and all accrued and, subject to Section 3.7, unpaid interest (7including any Additional Interest) reduce or postpone thereon have been paid in full and (ii) no such amendment shall be made where a consent under this Indenture would require the consent of each holder of Securities, unless each holder of Preference Securities, which corresponds to such series of Securities, also consents to such amendment, unless and until the principal (and premium, if any) of the Securities of such series and all accrued and (subject to Section 3.7) unpaid interest (including any sinking fund or similar provisionAdditional Interest) thereon have been paid in full. A supplemental indenture which that changes or eliminates any covenant or other provision of this Indenture which that has expressly been included solely for the benefit of one or more particular series of Securities or Preference Securities, or which modifies the rights of the Holders of Securities or holders of Preference Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities or holders of Preference Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company Issuer and the Trustee, the CompanyIssuer, when authorized by an Establishment Actiona Board Resolution, the Company and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby,: (1a) change the Stated Maturity of the principal of, or any installment instalment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon the redemption thereof, or change the dates or times on which the Securities of a series may be redeemed or repurchased, or reduce the amount of the principal of an Original Issue Discount Security that or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.026.2, or change the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or in the event that such Securities are convertible into any other property or into other securities of the Issuer or the Company as contemplated by Section 3.1, modify the provisions of this Indenture with respect to the subordination conversion of the such Securities in a manner adverse to the Holders, ; or (2b) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, ; or (3c) modify any of the provisions of this Section 10.2, Section 6.13 or Section 5.1311.6, except to increase any percentage in such percentage provisions or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, ; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this SectionSection and Section 11.6, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 7.13 and 9.01(810.1(i), ; or (4d) change following the mailing of an Offer with respect to an Offer to Purchase any obligation series of Securities pursuant to the Company provisions of any Section of this Indenture or any indenture supplemental hereto, modify the provisions of this Indenture or such supplemental indenture with respect to maintain an office or agency, such Offer to Purchase in a manner materially adverse to such Holder; or (5e) change modify the subordination provisions applicable to any obligation of Security in a manner adverse to the Company to pay additional amounts, Holder thereof; or (6f) adversely affect any right of repayment or repurchase at release the option of the Holder, or (7) reduce or postpone any sinking fund or similar provisionCompany from its Guarantee under this Indenture. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in of principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by an Establishment Actiona Board Resolution, and the Trustee may enter into an indenture one or more indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon (including any change in the Floating or the time of payment of interest thereon Adjustable Rate Provision pursuant to which such rate is determined that would reduce such rate for any period) or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02‎Section 502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or (3) modify any of the provisions of this Section ‎Section 902, ‎Section 513 or Section 5.13‎Section 907, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, provided, however, that this clause ‎(3) shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section‎Section 902 and ‎Section 907, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 ‎611(b) and 9.01(8‎901(8), or (4) change any obligation of the Company to maintain an office or agency, or (5) change any obligation of the Company to pay additional amounts, or (6) adversely affect any right of repayment or repurchase at the option of the Holder, or (7) reduce or postpone any sinking fund or similar provision. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section ‎Section 902 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in aggregate principal amount of the then Outstanding Securities of each series affected by such supplemental indentureDebentures, by Act of said Holders delivered to the Company Bank and the Trustee, the CompanyBank, when authorized by an Establishment Actiona Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture Indenture, of modifying in any manner the rights or obligations of the Bank or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security Debenture affected thereby,. (1) change the Stated Maturity Date of the principal of, or the due date of any installment of principal of or interest on, any SecurityDebenture, or reduce the principal amount thereof thereof, the premium, if any, with respect thereto or the rate of interest or the time of payment of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02thereon, or change the Place of Payment where, or the coin or currency in which, any Security portion of the principal of, premium, if any, or the interest on, any premium or interest thereon Debenture is payable, or impair the right to institute suit for the enforcement of any such payment (subject to Section 3.06) on or after the Stated Maturity Date or due date thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities Debentures in a manner adverse to the Holders, or (2) reduce the requirements of Section 12.04 for quorum or voting, or reduce the percentage in aggregate principal amount of the Outstanding Securities of any seriesDebentures, the consent of whose the Holders of which is required for any such supplemental indenture, or the consent of whose the Holders of which is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or (3) modify any of the provisions of this Section or Section 5.138.13, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security Debenture affected thereby, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(8), or (4) change any obligation of the Company to maintain an office or agency, or (5) change any obligation of the Company to pay additional amounts, or (6) adversely affect any right of repayment or repurchase at the option of the Holder, or (7) reduce or postpone any sinking fund or similar provision. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by an Establishment Actionor pursuant to a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby,: (1) change the Stated Maturity of the principal of, or any installment of principal of or interest interest, if any, on, any Security, or reduce the principal amount thereof or the rate of interest thereon, or the time of payment of interest thereon or reduce any premium payable upon the redemption thereof, or reduce the amount change any Place of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02Payment where, or change the coin or currency in which, any Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) consequences provided for in this Indenture, or (3) modify any of the provisions of this Section 9.02, Section 5.04 or Section 5.1310.09, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “"the Trustee” " and concomitant changes in this SectionSection 9.02, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 6.11(b) and 9.01(89.01(7), or (4) change except in accordance with the terms thereof, (i) release any obligation collateral from the Lien created by the Pledge Agreement, (ii) amend such terms, (iii) terminate the Lien created by the Pledge Agreement or (iv) deprive the holders of the Company to maintain an office or agency, or (5) change any obligation of security afforded by the Company to pay additional amounts, or (6) adversely affect any right of repayment or repurchase at Lien created by the option of the Holder, or (7) reduce or postpone any sinking fund or similar provisionPledge Agreement. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by an Establishment Actiona Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, or (2) reduce the percentage in principal amount of the Outstanding outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or (3) modify any of the provisions of this Section, Section 511 or Section 5.13908, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “"the Trustee” " and concomitant changes in this Section, Section and Section 908 or the deletion of this proviso, in accordance with the requirements of Sections 6.11 609(b) and 9.01(8801(7), or (4) change any obligation of the Company to maintain an office or agency, or (5) change any obligation of the Company to pay additional amounts, or (6) adversely affect any right of repayment or repurchase at the option of the Holder, or (7) reduce or postpone any sinking fund or similar provision. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Holders on such record date or their duly designated proxies, and only such Persons, shall be entitled to consent to such supplemental indenture or to revoke (prior to the requisite percentage for such consent to become effective having been obtained) any such consent previously given, whether or not such Holders remain Holders after such record date; provided, that unless such consent shall have become effective by virtue of such requisite percentage having been obtained prior to the date which is 90 days after such record date, such consent shall, automatically and without further action by the Holder, be canceled and of no further force or effect.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company Corporation and the Trustee, the CompanyCorporation, when authorized by an Establishment Actionits Board of Directors, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02502, or change the coin or currency in which, which any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination adversely affect any right of the Securities in a manner adverse Holder of any Security to require the Holders, orCorporation to repurchase such Security (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or (3) modify any of the provisions of this Section, Section 513 or Section 5.131010, except to increase any percentage set forth in such percentage Sections or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, ; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “"the Trustee” " and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 Section and 9.01(8), or (4) change any obligation of the Company to maintain an office or agency, or (5) change any obligation of the Company to pay additional amounts, or (6) adversely affect any right of repayment or repurchase at the option of the Holder, or (7) reduce or postpone any sinking fund or similar provisionSection 1010. A supplemental indenture which that changes or eliminates any covenant or other provision of this Indenture which that has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by an Establishment Actiona Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, (1) change the Stated Maturity of the principal of, or any installment instalment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or (3) modify any of the provisions of this Section, Section 513 or Section 5.131008, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Out standing Security affected thereby, ; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “"the Trustee” " and concomitant changes in this SectionSection and Section 1008, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 611 and 9.01(8901(8), or (4) change any obligation of the Company to maintain an office or agency, or (5) change any obligation of the Company to pay additional amounts, or (6) adversely affect any right of repayment or repurchase at the option of the Holder, or (7) reduce or postpone any sinking fund or similar provision. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in of principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by an Establishment Actiona Board Resolution, and the Trustee may enter into an indenture one or more indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon (including any change in the Floating or the time of payment of interest thereon Adjustable Rate Provision pursuant to which such rate is determined that would reduce such rate for any period) or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or (3) modify any of the provisions of this Section 902, Section 513 or Section 5.13907, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, provided, however, that this clause (3) shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this SectionSection 902 and Section 907, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 611(b) and 9.01(8901(8), or (4) change any obligation of the Company to maintain an office or agency, or (5) change any obligation of the Company to pay additional amounts, or (6) adversely affect any right of repayment or repurchase at the option of the Holder, or (7) reduce or postpone any sinking fund or similar provision. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section 902 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indentureSecurities, by Act of said such Holders delivered to the Company Issuer and the Trustee, the CompanyIssuer, when authorized by an Establishment Action, the Guarantors and the Trustee may (i) enter into an indenture one or more indentures supplemental hereto or (ii) amend, supplement or otherwise modify any other Note Document, in each case, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of such other Note Document or waiving or otherwise modifying in any manner the rights of the Holders hereunder or thereunder, including the waiver of Securities of such series certain past defaults under this IndentureIndenture pursuant to Section 513; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security (or, in the case of clause (9) below, two-thirds in principal amount of the Outstanding Securities) affected thereby,: (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or (including by amending any premium payable upon the redemption thereof, or reduce the amount of the principal definitions relevant to the determination of an Original Issue Discount Security the interest rate applicable to the Securities) that would be due and payable upon a declaration of acceleration of the Stated Maturity thereof pursuant to Section 5.02thereof, or change the place of payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the contractual right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, thereof; or (2) reduce the percentage in principal amount of the Outstanding Securities of any seriesSecurities, the consent of whose Holders is required necessary for any such supplemental indenture, indenture or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture Section 508 or certain defaults hereunder and their consequences) provided for in this Indenture, Section 513; or (3) modify any subordinate in right of the provisions of this Section or Section 5.13, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Sectionpayment, or otherwise subordinate, the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(8), Securities or any Note Guarantee to any other Debt; or (4) change any obligation except as otherwise required herein, release all or substantially all of the Company security interest that may have been granted in favor of the Holders of the Securities with respect to maintain an office or agency, any assets that also secure any Existing Notes then outstanding; or (5) reduce the premium payable upon the redemption of any Security or change the time at which any obligation of the Company to pay additional amountsSecurity may be redeemed, as described in Appendix A or Exhibit 1 thereto; or (6) adversely affect reduce the premium payable upon a Change of Control Triggering Event or, at any right time after a Change of repayment Control Triggering Event has occurred, change the time at which the Offer to Purchase relating thereto must be made or repurchase at which the option of the Holder, Securities must be repurchased pursuant to such Offer to Purchase; or (7) reduce make any change in any Note Guarantee of a Guarantor that is either a Significant Subsidiary or postpone is a guarantor of any sinking fund or similar provision. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for Existing Notes then outstanding that would adversely affect the benefit of one or more particular series of Securities, or which modifies the rights interests of the Holders of the Securities in a manner inconsistent with any changes made in respect of such series the guarantee of the Existing Notes or otherwise in any material respect; (8) modify any provision of this Section 802 (except to increase any percentage set forth herein); or (9) (A) modify or amend Section 915, (B) make any change (whether by amendment, supplement or waiver) to any Note Collateral Document or the provisions in this Indenture dealing with respect to such covenant the Collateral or other provisionthe Note Collateral Documents that would, shall be deemed not to in each case, release all or substantially all of the Collateral from the Liens of the Note Collateral Documents (except upon the occurrence of a Collateral Release Ratings Event or as otherwise permitted by the terms of this Indenture and the Note Collateral Documents), or (C) make any change in any Note Guarantee of a Guarantor that is a Significant Subsidiary that would adversely affect the rights under this Indenture interests of the Holders of the Securities of in any other seriesmaterial respect. It shall not be necessary for any Act of Holders under this Section 802 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indentureSecurities, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by an Establishment Actiona Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the -------- ------- consent of the Holder of each Outstanding Security affected therebySecurity, (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon the redemption thereof, or reduce change the amount place of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02payment where, or change the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or adversely affect the right to convert any Security as provided in Article Thirteen (except as permitted by Section 9.1(5)), or modify the provisions of Article Fourteen, or the provisions of this Indenture with respect to the subordination of the Securities Securities, in a manner adverse to the Holders, or impair the right of Holders to require the Company to repurchase Securities upon the occurrence of a Repurchase Event, or (2) reduce the percentage in principal amount of the Outstanding Securities of any seriesSecurities, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) consequences provided for in this Indenture, or (3) modify any of the provisions of this Section, Section 5.13 or Section 5.1310.6, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, ; provided, however, that this clause Clause shall not be deemed to require -------- ------- the consent of any Holder with respect to changes in the references to “"the Trustee” " and concomitant changes in this SectionSection and Section 10.6, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(8Section 9.1(6), or (4) change any obligation of the Company to maintain an office or agency, or (5) change any obligation of the Company to pay additional amounts, or (6) adversely affect any right of repayment or repurchase at the option of the Holder, or (7) reduce or postpone any sinking fund or similar provision. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Securities at the time Outstanding Securities of each all series affected by such supplemental indentureindenture (or, in the case of a series issued to a Burlington Resources Trust, so long as any of the related Trust Securities of such Burlington Resources Trust remain outstanding, the holders of a majority in aggregate liquidation amount of such Trust Securities then outstanding), each such series voting as a separate class, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by an Establishment Actiona Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security (or, in the case of a series issued to a Burlington Resources Trust, the holder of each such Trust Security then outstanding) affected thereby, (1) change the Stated Maturity of the principal ofof (or premium, if any, on), or any installment of principal of or interest interest, if any, on, any Security, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02thereon, or change the place of payment where, or the coin or currency in which, any Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holdersthereof, or (2) reduce the percentage in principal amount of the Outstanding Securities of any seriesSecurities, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or (3) modify any of the provisions of this Section 9.02 or Section 5.13, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(8), or (4) change any obligation of the Company to maintain an office or agency, or (5) change any obligation of the Company to pay additional amounts, or (6) adversely affect any right of repayment or repurchase at the option of the Holder, or (7) reduce or postpone any sinking fund or similar provision. A supplemental indenture which that changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which that modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by an Establishment Actiona Board Resolution, and the Trustee may enter into an indenture or indentures supplemental supple mental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, (1) change the Stated Maturity of the principal of, or any installment instalment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02502, or adversely affect any right of repayment at the option of a Holder of any Security, or reduce the amount of, or postpone the date fixed for, the payment of any sinking fund or analogous obligation, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or (3) modify any of the provisions of this Section, Section 513 or Section 5.131008, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Out standing Security affected thereby, ; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “"the Trustee” " and concomitant changes in this SectionSection and Section 1008, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 611 and 9.01(8901(8), or (4) change any obligation of the Company to maintain an office or agency, or (5) change any obligation of the Company to pay additional amounts, or (6) adversely affect any right of repayment or repurchase at the option of the Holder, or (7) reduce or postpone any sinking fund or similar provision. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by an Establishment Actionrespective Board Resolutions, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the HoldersHolder, or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or (3) modify any of the provisions of this Section, Section 513 or Section 5.131007, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, ; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “"the Trustee” " and concomitant changes in this SectionSection and Section 1007, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 611 and 9.01(8901(5), or (4) change any obligation of the Company to maintain an office or agency, or (5) change any obligation of the Company to pay additional amounts, or (6) adversely affect any right of repayment or repurchase at the option of the Holder, or (7) reduce or postpone any sinking fund or similar provision. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by an Establishment Actionits Board of Directors, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby,: (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02, or change the coin or currency in which, which any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination adversely affect any right of the Securities in a manner adverse Holder of any Security to require the Holders, orCompany to repurchase such Security; (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, ; or (3) modify any of the provisions of this Section, Section 5.13 or Section 5.1310.07, except to increase any percentage set forth in such percentage Sections or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, ; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “"the Trustee” " and concomitant changes in this SectionSection and Section 10.07, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(8), or (4) change any obligation of the Company to maintain an office or agency, or (5) change any obligation of the Company to pay additional amounts, or (6) adversely affect any right of repayment or repurchase at the option of the Holder, or (7) reduce or postpone any sinking fund or similar provision. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by an Establishment Actiona Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, (1) except to the extent permitted by Section 3.11 or as otherwise specified as contemplated by Section 2.1 or Section 3.1 with respect to the deferral of the payment of interest on the Securities of any series, change the Stated Maturity of the principal of, or any installment of principal of or interest (including any Additional Interest) on, any Security, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or reduce any premium payable upon the redemption thereof, or reduce change the amount place of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02payment where, or change the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemptionredemption or repayment, on or after the Redemption Date or Repayment Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or (3) modify any of the provisions of this Section, Section 5.13 or Section 5.1310.5, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(8), ; or (4) change modify the provisions in Article XIII of this Indenture with respect to the subordination of Outstanding Securities of any obligation series in a manner adverse to the Holders thereof; provided, further, that, in the case of the Company Securities of a series issued to maintain an office or agencya Bridge Bancorp Trust, or (5) change so long as any obligation of the Company to pay additional amountscorresponding series of Trust Preferred Securities issued by such Bridge Bancorp Trust remains outstanding, or (6i) no such amendment shall be made that adversely affect affects the holders of such Trust Preferred Securities in any right material respect, and no termination of repayment this Indenture shall occur, and no waiver of any Event of Default or repurchase at compliance with any covenant under this Indenture shall be effective, without the option prior consent of the Holderholders of at least a majority of the aggregate Liquidation Amount of such Trust Preferred Securities then outstanding unless and until the principal (and premium, or if any) of the Securities of such series and all accrued and, subject to Section 3.7, unpaid interest (7including any Additional Interest) reduce or postpone thereon have been paid in full and (ii) no amendment shall be made to Section 5.8 of this Indenture that would impair the rights of the holders of Trust Preferred Securities provided therein without the prior consent of the holders of each Trust Preferred Security then outstanding unless and until the principal (and premium, if any) of the Securities of such series and all accrued and (subject to Section 3.7) unpaid interest (including any sinking fund or similar provisionAdditional Interest) thereon have been paid in full. A supplemental indenture which that changes or eliminates any covenant or other provision of this Indenture which that has expressly been included solely for the benefit of one or more particular series of Securities or Trust Preferred Securities, or which that modifies the rights of the Holders of Securities or holders of Trust Preferred Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities or holders of Trust Preferred Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by an Establishment Action, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02, or change the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination adversely affect any rights of the Holders of Securities in a manner adverse to require the HoldersCompany to repay or repurchase the Securities, or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or (3) modify any of the provisions of this Section or Section 5.13, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(8), or (4) change any obligation of the Company to maintain an office or agency, or (5) change any obligation of the Company to pay additional amounts, or (6) adversely affect any right of repayment or repurchase at the option of the Holder, or (7) reduce or postpone any sinking fund or similar provision. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.this

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority 50% in aggregate principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by an Establishment Actiona Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon the redemption thereof, or change any obligation of the Company to pay additional amounts pursuant to Section 1009 (except as contemplated by Section 801(1) and permitted by Section 901(1), or reduce the amount of the principal of an Original Issue Discount Security that or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or (3) change any obligation of the Company to maintain an office or agency in the places and for the purposes specified in Section 1002, or (4) make any change that adversely affects the right to convert or exchange any Security or decreases the conversion or exchange rate or increases the conversion price of any convertible or exchangeable Security, or (5) modify any of the provisions of this Section, Section 513 or Section 5.131009, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, ; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “"the Trustee” " and concomitant changes in this SectionSection and Section 1008, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 611 and 9.01(8901(7), or (4) change any obligation of the Company to maintain an office or agency, or (5) change any obligation of the Company to pay additional amounts, or (6) adversely affect any right of repayment or repurchase at the option of the Holder, or (7) reduce or postpone any sinking fund or similar provision. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders of Securities under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by an Establishment Actionits Board of Directors, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby,: (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02, or change the coin or currency in which, which any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or adversely affect any right of the Holder of any Security to require the Company to repurchase such Security or adversely affect any right to convert or exchange any Security as specified as contemplated by Section 3.01, or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, or; (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, ; or (3) modify any of the provisions of this Section, Section 5.13 or Section 5.1310.05, except to increase any percentage set forth in such percentage Sections or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, ; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “"the Trustee” " and concomitant changes in this SectionSection and Section 10.05, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(8), or (4) change any obligation of the Company to maintain an office or agency, or (5) change any obligation of the Company to pay additional amounts, or (6) adversely affect any right of repayment or repurchase at the option of the Holder, or (7) reduce or postpone any sinking fund or similar provision. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by an Establishment Actiona Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, provided that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon (including any change in the Floating or the time of payment of interest thereon Adjustable Rate Provision pursuant to which such rate is determined that would reduce that rate for any period) or any premium payable upon the redemption thereof, or reduce the amount change any Place of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02Payment where, or change the coin or currency in which, any Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or (3) modify any of the provisions of this Section or Section 5.135.6, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, provided, however, ; provided that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “"the Trustee” " and concomitant changes in this Section, Section or the deletion of this proviso, in accordance with the requirements of Sections 6.11 6.11(b) and 9.01(89.1(8), or (4) change remove or impair the rights of any obligation Holder of Securities to bring a Direct Action in certain circumstances, as provided in Section 15.1; provided, further, that if the Securities of such series are held by a Citigroup Trust or a trustee of such trust, such supplemental indenture shall not be effective until the holders of a majority in liquidation preference of Trust Securities of the Company applicable Citigroup Trust shall have consented to maintain an office or agencysuch supplemental indenture; provided, or (5) change any obligation further, that if the consent of the Company to pay additional amountsHolder of each Outstanding Security is required, or (6) adversely affect any right of repayment or repurchase at the option such supplemental indenture shall not be effective until each holder of the Holder, or (7) reduce or postpone any sinking fund or similar provisionTrust Securities of the applicable Citigroup Trust shall have consented to such supplemental indenture. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said such Holders delivered to the Company and the Trustee, the Company, when authorized by an Establishment Actiona Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, (1) except to the extent permitted by Section 3.12 or as otherwise specified as contemplated by Section 3.01 with respect to the extension of the interest payment period of the Securities of any series, change the Stated Maturity of the principal of, or any installment of principal of or interest (including any Additional Interest) on, any Security, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon the redemption thereofthereon, or reduce the amount of the principal of an Original Issue a Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02, or change the place of payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Datedate fixed for redemption thereof), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, or; (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or; (3) modify any of the provisions of this Section, Section 5.13 or Section 5.1310.05, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(8), ; or (4) change modify the provisions in Article XIII of this Indenture with respect to the subordination of outstanding Securities of any obligation series in a manner adverse to the Holders thereof; provided that, in the case of the Company Securities of a series issued to maintain an office or agencya Resource Capital Trust, or (5) change so long as any obligation of the Company to pay additional amountscorresponding series of Capital Securities remain outstanding, or (6) no such amendment shall be made that adversely affect affects the holders of such Capital Securities in any right material respect, and no termination of repayment this Indenture shall occur, and no waiver of any Event of Default or repurchase at compliance with any covenant under this Indenture shall be effective, without the option prior consent of the Holderholders of at least a majority of the aggregate Liquidation Amount of such Capital Securities then outstanding unless and until the principal of the Securities of such series and all accrued and, or subject to Section 3.08, unpaid interest (7including any Additional Interest) reduce thereon have been paid in full; and provided further, however, that in the case of the securities of a series issued to a Resource Capital Trust, so long as any of the corresponding series of Capital Securities remain outstanding, no amendment shall be made to Section 5.08 of this Indenture that would impair the rights of the holders of such Capital Securities provided herein without the prior consent of the holders of each Capital Security then outstanding unless and until the principal of the Securities of such series and all accrued and (subject to Section 3.08) unpaid interest (including any Additional Interest) thereon have been paid in full. The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Holders on such record date, or postpone their duly designated Proxies, and only such Persons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided, that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date that is 90 days after such record date, any sinking fund or similar provisionsuch consent previously given shall automatically and without further action by any Holder be canceled and of no further effect. A supplemental indenture which that changes or eliminates any covenant or other provision of this Indenture which that has expressly been included solely for the benefit of one or more particular series of Securities, or which that modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Debt Securities of each all series affected by such supplemental indenture, acting together as a class, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by an Establishment Actiona Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders under this Indenture of such Debt Securities of such series under this Indentureand any related coupons; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Debt Security or coupon affected thereby, (1) change the Stated Maturity of the principal or any installment of principal of, or any installment of principal of or interest on, any Debt Security, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon redemption or repayment thereof, or change any obligation of the redemption thereofCompany to pay additional amounts pursuant to Section 1004 (except as contemplated by Section 801(1) and permitted by Section 901(1)), or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02502, or change any Place of Payment, or the coin or currency in which, which any Debt Security or any premium or the interest thereon or any coupon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemptionredemption or repayment, on or after the Redemption Date or Repayment Date, as the case may be), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, ; or (2) reduce the percentage in principal amount of the Outstanding Debt Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or reduce the requirements of Section 1404 for quorum or voting; or (3) modify any of the provisions of this Section, Section 513 or Section 5.131006, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Debt Security affected thereby, ; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this SectionSection and Section 1006, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 Section 611(b) and 9.01(8901(7), ; or (4) change any obligation of the Company to maintain an office or agency, or (5) change any obligation of the Company to pay additional amounts, or (6) adversely affect the right to repayment, if any, of Debt Securities of any right of repayment or repurchase series at the option of the HolderHolders thereof; and provided, or (7) reduce or postpone any sinking fund or similar provisionfurther, that no change shall be made in the provisions of Article Sixteen that will affect adversely the holders of Senior Debt without the consent of the holders of all Senior Debt outstanding. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Debt Securities, or which modifies the rights of the Holders of Debt Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Debt Securities of any other series. It shall not be necessary for any Act of Holders of the Debt Securities under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. With Except as may otherwise be provided pursuant to Section 3.01 for all or any specific Securities of any series, with the consent of the Holders of not less than a majority in principal amount of the all Outstanding Securities of each series affected by such supplemental indenture, considered together as one class for this purpose (such affected Securities may be Securities of the same or different series and, with respect to any series, may comprise fewer than all the Securities of such series), by Act of said Holders delivered to the Company Company, the Guarantor and the Trustee, the CompanyCompany and the Guarantor, when authorized by an Establishment Actiontheir respective Board Resolutions, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of such affected Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, (1) change the Stated Maturity of the principal of, or any installment instalment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02, or permit the Company to redeem any Security if, absent such supplemental indenture, the Company would not be permitted to do so, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or (2) if any Security provides that the Holder may require the Company to repurchase or modify convert such Security, impair such Holder’s right to require repurchase or conversion of such Security on the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holdersterms provided therein, or (23) reduce the percentage in principal amount of the any Outstanding Securities (considered separately or together as one class, as applicable, and whether comprising the same or different series or less than all the Securities of any a series), the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or (34) modify any of the provisions of this Section, Section 5.13 or Section 5.1310.06, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, ; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this SectionSection and Section 10.06, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(8), or (4) change any obligation of the Company to maintain an office or agency, or (5) change any obligation of the Company to pay additional amounts, or (6) adversely affect any right of repayment or repurchase at the option of the Holder, or (7) reduce or postpone any sinking fund or similar provision. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular Securities or series of Securities, or which modifies the rights of the Holders of such Securities of such or series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of any other Securities or of any other series, as applicable. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by an Establishment Actiona Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.025.2, or change the place of payment or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect in the case of Securities of any series that are convertible into Securities or other securities of the Company, adversely affect the right of Holders to the subordination convert any of the Securities of such series other than as provided in a manner adverse or pursuant to the Holdersthis Indenture, or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or (3) modify any of the provisions of this Section, Section 5.13 or Section 5.1310.8, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, ; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this SectionSection and Section 10.8, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(89.1(8), or (4) if applicable, make any change that adversely affects the right to convert any obligation of the Company security as provided in Article 14 or pursuant to maintain an office or agency, or Section 3.1 (5) change any obligation of the Company to pay additional amounts, or (6) adversely affect any right of repayment or repurchase at the option of the Holder, or (7) reduce or postpone any sinking fund or similar provisionexcept as permitted by Section 9.1(9)). A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each series affected by such supplemental indentureSecurities, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by an Establishment Actiona Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, (1a) change extend the Stated Maturity of the principal of, or any installment of principal of or interest (including Additional Payments, if any) on, any Security, or reduce the principal amount thereof thereof, or reduce the rate of interest or extend the time of for payment of interest thereon thereon, or extend the Extension Period, or reduce any premium payable upon the redemption thereof, or reduce change the amount place of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02payment where, or change the coin 63 -55- or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or adversely affect the right to convert any Security as provided in Article Thirteen (except as permitted by Section 9.01(c)), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, or, (2b) reduce the percentage in aggregate principal amount of the Outstanding Securities of any seriesSecurities, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or (3c) modify any of the provisions of this Section or Section 5.13, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided that if the Securities are held by the Trust or a trustee of the Trust, provided, however, that this clause such supplemental indenture shall not be deemed effective until the holders of a majority in liquidation amount of Trust Securities shall have consented to require such supplemental indenture; provided, further, that if the consent of any the Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Sectionof each Outstanding Security is required, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(8), or (4) change any obligation such supplemental indenture shall not be effective until each holder of the Company to maintain an office or agency, or (5) change any obligation Trust Securities of the Company to pay additional amounts, or (6) adversely affect any right of repayment or repurchase at the option of the Holder, or (7) reduce or postpone any sinking fund or similar provision. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect Trust shall have consented to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other seriessupplemental indenture. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture(including without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for Securities), by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by an Establishment Actiona Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02, or change the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, or (2i) reduce the percentage in principal amount of the Outstanding Securities of any seriesSecurities, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver under this Indenture (including any waiver of compliance past defaults pursuant to Section 8.14); (ii) reduce the rate or extend the time of payment of any Interest on any Security; (iii) reduce the principal amount of, or extend the Stated Maturity of, any Security; (iv) make any change that impairs or adversely affects the conversion rights or Conversion Rate of any Securities; (v) reduce the Fundamental Change Purchase Price of any Security or amend or modify in any manner adverse to the Holders of the Securities, the Company’s obligation to make such payment, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise; (vi) make any Security payable in money other than that stated in the Security or other than in accordance with certain the provisions of this Indenture Indenture; (vii) change the ranking of the Securities; (viii) impair the right of any Holder to receive payment of the principal amount of (including the Fundamental Change Purchase Price, if applicable), or certain defaults hereunder and their consequences) provided Interest on, a Holder’s Securities on or after the due dates therefor or to institute suit for in this Indenture, the enforcement of any payment on or with respect to such Holder’s Securities; or (3ix) modify any of the provisions of this Section 13.02 or Section 5.138.14, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(8), or (4) change any obligation of the Company to maintain an office or agency, or (5) change any obligation of the Company to pay additional amounts, or (6) adversely affect any right of repayment or repurchase at the option of the Holder, or (7) reduce or postpone any sinking fund or similar provision. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section 13.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. With (a) Subject to Section 9.1, with the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each series affected by such supplemental indentureSecurities, by Act of said Holders delivered to the Company (on behalf of itself and Reading NZ) and the Trustee, the Company, when authorized by an Establishment Actiona Board Resolution, Reading NZ, when authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected therebySecurity, (1i) change the Stated Maturity of the principal of, or any premium of any Security or change the date of payment of any installment of principal of or interest on, (including any Additional Interest) on any Security, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon the redemption thereofthereof or change the place of payment where, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02, or change the coin or currency in which, any Security or any premium or interest thereon is payable, or restrict or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holderssuch date, or (2ii) reduce the percentage in aggregate principal amount of the Outstanding Securities of any seriesSecurities, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions any provision of this Indenture or certain of defaults hereunder and their consequences) consequences provided for in this Indenture, or (3iii) modify any of the provisions of this Section 9.2, Section 5.13 or Section 5.1310.8, except to increase any such percentage in aggregate principal amount of the Outstanding Securities, the consent of whose Holders is required for any reason, or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Security; provided, further, that, so long as any Preferred Securities remain outstanding, no amendment under this Section 9.2 shall be effective until the holders of a majority in Liquidation Amount of the Preferred Securities shall have consented to such amendment; provided, further, that if the consent of the Holder of each Outstanding Security affected therebyis required for any amendment under this Indenture, provided, however, that this clause such amendment shall not be deemed effective until the holder of each Outstanding Preferred Security shall have consented to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(8), orsuch amendment. (4b) change any obligation of the Company to maintain an office or agency, or (5) change any obligation of the Company to pay additional amounts, or (6) adversely affect any right of repayment or repurchase at the option of the Holder, or (7) reduce or postpone any sinking fund or similar provision. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by an Establishment Actiona Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or (3) modify any of the provisions of this Section, Section 513 or Section 5.131008, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, ; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “"the Trustee” " and concomitant changes in this SectionSection and Section 1008, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 611 and 9.01(8901(8), or (4) if applicable, make any change that adversely affects the right to convert any obligation security as provided in Article Fourteen or pursuant to Section 301 (except as permitted by Section 901(9)) or decrease the conversion rate or increase the conversion price of the Company to maintain an office or agency, or (5) change any obligation of the Company to pay additional amounts, or (6) adversely affect any right of repayment or repurchase at the option of the Holder, or (7) reduce or postpone any sinking fund or similar provisionsuch security. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. With Except as may otherwise be provided pursuant to Section 3.01 for all or any specific Securities of any series, with the consent of the Holders of not less than a majority in principal amount (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities) of the Outstanding Securities of each a series of Securities affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by an Establishment Actiona Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected therebythereby (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities), (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon the redemption thereof, or reduce or (2) permit the amount Company to redeem any Security if, absent such supplemental indenture, the Company would not be permitted to do so, or (3) change any Place of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02Payment where, or change the coin or currency in which, principal of any Security or any premium or interest thereon is payable, or (4) change the ranking or priority of any Security that would adversely affect the Holders, or (5) impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, or (26) reduce the percentage in principal amount of the Outstanding Securities of any one or more series (considered separately or together as one class, as applicable, and whether comprising the same or different series or less than all the Securities of a series), the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or (37) modify any of the provisions of this Section, Section 5.12 or Section 5.1310.06, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, ; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this SectionSection and Section 10.06, or the deletion of this proviso, in accordance with the requirements of Sections Section 6.11 and 9.01(8Section 9.01(10), or (4) change any obligation of the Company to maintain an office or agency, or (5) change any obligation of the Company to pay additional amounts, or (6) adversely affect any right of repayment or repurchase at the option of the Holder, or (7) reduce or postpone any sinking fund or similar provision. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular Securities or series of Securities, or which modifies the rights of the Holders of such Securities of such or series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of any other Securities or of any other series, as applicable. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. A consent to any indenture supplemental hereto by or on behalf of any Holder of Securities given in connection with a purchase of, or tender or exchange offer for, such Holder’s Securities will not be rendered invalid by such purchase, tender or exchange.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indentureSecurities, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by an Establishment Actiona Board Resolution, Petrobras and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, (1) change the Stated Maturity of the principal of, of or any installment of principal of or interest on, or premium on any Security, Security or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon the redemption thereof, or reduce the amount change any obligation of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof Company to pay Additional Amounts pursuant to Section 5.0210.10 (except as contemplated by Section 8.01(1) and permitted by Section 9.01(1)), or change the coin or currency in which, any Security or any premium or interest thereon is payable, or modify or affect in any manner adverse to the interests of the Holders the conversion or exchange rights of such Securities, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), ) or modify the provisions of this Indenture with respect to the subordination any such right of the Securities in a manner adverse to the Holdersconversion or exchange, or (2) reduce the percentage in principal amount of the Outstanding Securities of any seriesSecurities, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or (3) change any obligation of the Company to maintain an office or agency in the places and for the purposes specified in Section 10.03, or (4) modify any of the provisions of this Section or Section 5.13, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, ; provided, however, that this clause Clause shall not be deemed to require the consent of any Holder of a Security with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 Section and 9.01(8), or (4) change any obligation of the Company to maintain an office or agency, or (5) change any obligation of the Company to pay additional amounts, or (6) adversely affect any right of repayment or repurchase at the option of the Holder, or (7) reduce or postpone any sinking fund or similar provision. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other seriesSection 10.09. It shall not be necessary for any Act of Holders of Securities under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. (a) With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the CompanyCompany and the Subsidiary Guarantors, when authorized by an Establishment Actiona Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture Indenture, the Securities of such series or the Security Documents or of modifying in any manner the rights of the Holders of under this Indenture, the Securities of such series under this Indentureor the Security Documents; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby,: (1i) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or alter the redemption provisions or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02thereon, or change the place of payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, Date thereof; or (2ii) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; or Draft - January 14, or2004 Exhibit C (3iii) modify any of the provisions of this Section 11.2 or Section 5.138.8 or 8.13, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(8), ; or (4iv) change any obligation affect the ranking of the Company to maintain an office Securities of any series or agency, or (5) change any obligation the Liens in favor of the Company to pay additional amountsTrustee, or (6) adversely affect any right of repayment or repurchase at the option of the Holder, or (7) reduce or postpone any sinking fund or similar provision. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of Collateral Agent and the Holders of Securities of such series with respect in a manner adverse to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act series or release all or substantially all of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereofCollateral.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said such Holders delivered to the Company and the Trustee, the Company, when authorized by an Establishment Actiona Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, (1) except to the extent permitted by Section 3.12 or as otherwise specified as contemplated by Section 3.01 with respect to the extension of the interest payment period of the Securities of any series, change the Stated Maturity of the principal of, or any installment of principal of or interest (including any Additional Interest) on, any Security, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon the redemption thereofthereon, or reduce the amount of the principal of an Original Issue a Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02, or change the place of payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Datedate fixed for redemption thereof), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, or; (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or; (3) modify any of the provisions of this Section, Section 5.13 or Section 5.1310.05, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(8), ; or (4) change modify the provisions in Article XIII of this Indenture with respect to the subordination of outstanding Securities of any obligation series in a manner adverse to the Holders thereof; provided that, in the case of the Company Securities of a series issued to maintain an office or agencya Guaranty Capital Trust, or (5) change so long as any obligation of the Company to pay additional amountscorresponding series of Capital Securities remain outstanding, or (6) no such amendment shall be made that adversely affect affects the holders of such Capital Securities in any right material respect, and no termination of repayment this Indenture shall occur, and no waiver of any Event of Default or repurchase at compliance with any covenant under this Indenture shall be effective, without the option prior consent of the Holderholders of at least a majority of the aggregate Liquidation Amount of such Capital Securities then outstanding unless and until the principal of the Securities of such series and all accrued and, or subject to Section 3.08, unpaid interest (7including any Additional Interest) reduce thereon have been paid in full; and provided further, however, that in the case of the securities of a series issued to a Guaranty Capital Trust, so long as any of the corresponding series of Capital Securities remain outstanding, no amendment shall be made to Section 5.08 of this Indenture that would impair the rights of the holders of such Capital Securities provided herein without the prior consent of the holders of each Capital Security then outstanding unless and until the principal of the Securities of such series and all accrued and (subject to Section 3.08) unpaid interest (including any Additional Interest) thereon have been paid in full. The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Holders on such record date, or postpone their duly designated Proxies, and only such Persons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided, that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date that is 90 days after such record date, any sinking fund or similar provisionsuch consent previously given shall automatically and without further action by any Holder be canceled and of no further effect. A supplemental indenture which that changes or eliminates any covenant or other provision of this Indenture which that has expressly been included solely for the benefit of one or more particular series of Securities, or which that modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indentureSecurities, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by an Establishment Actiona Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby,: (1) change the Stated Maturity of the principal of, of or any installment of principal of or interest on, on any Security, or reduce the principal amount thereof (or premium, if any) or the rate of interest or the time of payment of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02, or change the coin or currency in which, which any Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, or (2) reduce the percentage in principal amount of the Outstanding Securities of any seriesSecurities, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) consequences provided for in this Indenture, or (3) modify any of the provisions of this Section or Sections 513 and 1021, or, following the mailing of an Offer to Purchase, modify the terms of this Indenture with respect to an Offer as described in Section 5.131019 and Section 1007 in a manner adverse to the Holders, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(8), or (4) change create any obligation of lien on the Company property subject to maintain an office or agency, or (5) change any obligation of the Company to pay additional amounts, or (6) adversely affect any right of repayment or repurchase at the option of the Holder, or (7) reduce or postpone any sinking fund or similar provision. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for ranking prior to, or on a parity with, the security interest created by this Indenture, except such as are permitted by this Indenture or deprive any Holder of the benefit of one or more particular series the lien of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other seriesIndenture. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indentureSecurities, by Act of said such Holders delivered to the Company Issuer and the Trustee, the CompanyIssuer, when authorized by an Establishment Action, the Guarantors and the Trustee may (a) enter into an indenture one or more indentures supplemental hereto and/or (b) amend, supplement or otherwise modify any other Note Document, in each case, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of such other Note Document or waiving or otherwise modifying in any manner the rights of the Holders hereunder or thereunder, including the waiver of Securities of such series certain past defaults under this IndentureIndenture pursuant to Section 5.13; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security (or, in the case of clauses (iv) and (x) below, two-thirds in principal amount of the Outstanding Securities) affected thereby,: (1i) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or (including by amending any premium payable upon the redemption thereof, or reduce the amount of the principal definitions relevant to the determination of an Original Issue Discount Security the interest rate applicable to the Securities) that would be due and payable upon a declaration of acceleration of the Stated Maturity thereof pursuant to Section 5.02thereof, or change the place of payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the contractual right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, thereof; or (2ii) reduce the percentage in principal amount of the Outstanding Securities of any seriesSecurities, the consent of whose Holders is required necessary for any such supplemental indenture, indenture or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture Section 5.08 or certain defaults hereunder and their consequences) provided for in this Indenture, Section 5.13; or (3iii) subordinate in right of payment the Securities or any Note Guarantee to any other Indebtedness; or (iv) amend, modify or waive any term or provision of any Note Document to permit the issuance or incurrence of any Indebtedness (including any exchange of existing Indebtedness that results in another class of Indebtedness for borrowed money, but excluding, for the avoidance of doubt, any “debtor-in-possession” facility pursuant to Section 364 of the Bankruptcy Code (or similar financing under applicable law)) with respect to which the Liens on the Collateral securing the Obligations would be subordinated (any such other Indebtedness to which such Liens securing any of the Obligations are subordinated, “Senior Indebtedness”), unless each adversely affected Holder has been offered a bona fide opportunity to fund or otherwise provide its pro rata share (based on the principal amount of Obligations that are adversely affected thereby held by each Holder) of the Senior Indebtedness on the same terms (other than bona fide backstop fees and reimbursement of counsel fees and other expenses in connection with the negotiation of the terms of such transaction; such fees and expenses, “Ancillary Fees”) as offered to all other providers (or their Affiliates) of the Senior Indebtedness and to the extent such adversely affected Holder decides to participate in the Senior Indebtedness, receive its pro rata share of the fees and any other similar benefit (other than Ancillary Fees) of the Senior Indebtedness afforded to the providers of the Senior Indebtedness (or any of their Affiliates) in connection with providing the Senior Indebtedness; or (v) [reserved]; or (vi) reduce the premium payable upon the redemption of any Security or change the time at which any Security may be redeemed, as described in Appendix A or Exhibit 1 thereto; or (vii) reduce the premium payable upon a Change of Control Triggering Event or, at any time after a Change of Control Triggering Event has occurred, change the time at which the Offer to Purchase relating thereto must be made or at which the Securities must be repurchased pursuant to such Offer to Purchase; or (viii) make any change in any Note Guarantee of a Guarantor that is either a Significant Subsidiary or is a guarantor of any Other Notes then Outstanding that would adversely affect the interests of the Holders of the Securities in a manner inconsistent with any changes made in respect of the guarantee of the Other Notes; or (ix) modify any of the provisions provision of this Section or Section 5.13, 8.02 (except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(8set forth herein), ; or (4x) (A) modify or amend Section 9.15 or the definition of “Unrestricted Subsidiary”, (B) make any change (whether by amendment, supplement or waiver) to any obligation Collateral Document, any Intercreditor Agreement or the provisions in this Indenture dealing with the Collateral, the Collateral Documents or the Intercreditor Agreements that would, in each case, release all or substantially all of the Company to maintain an office or agency, or (5) change any obligation Collateral from the Liens of the Company to pay additional amountsCollateral Documents (except as otherwise permitted by the terms of this Indenture, or the Collateral Documents and the Intercreditor Agreements) or (6C) make any change in any Note Guarantee of a Guarantor that is a Significant Subsidiary that would adversely affect any right of repayment or repurchase at the option of the Holder, or (7) reduce or postpone any sinking fund or similar provision. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights interests of the Holders of the Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of in any other seriesmaterial respect. It shall not be necessary for any Act of Holders under this Section 8.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each all series affected by such supplemental indentureindenture (voting together as a single class), by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by an Establishment Actiona Board Resolution, and the Trustee may may, from time to time and at any time, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, shall (1i) change extend the Stated Maturity of the principal ofof (or premium, if any, on), or any installment of principal of or interest interest, if any, on, any Security, or reduce the principal amount thereof or the rate of interest thereon, or change any obligation of the time of payment of interest thereon or any premium payable upon the redemption thereofCompany to pay additional amounts pursuant to Section 10.07 (except as contemplated by Section 8.01(i) and permitted by Section 9.01(1), or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02thereof, or change the coin or currency in which, which any Security or any premium or any interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemptionredemption or repayment at the option of the Holder, on or after the Redemption Date or Repayment Date, as the case may be), or modify without the provisions of this Indenture with respect to the subordination consent of the Securities in a manner adverse to the HoldersHolder of each Outstanding Security so affected, or or (2ii) reduce the aforesaid percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or (3) modify any of the provisions of this Section or Section 5.13, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder Holders of each all the Outstanding Security affected thereby, provided, however, that this clause shall not be deemed to require the consent Securities of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(8), or (4) change any obligation of the Company to maintain an office or agency, or (5) change any obligation of the Company to pay additional amounts, or (6) adversely affect any right of repayment or repurchase at the option of the Holder, or (7) reduce or postpone any sinking fund or similar provisionsuch series. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such only one or more particular series with respect to such a covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. Upon the request of the Company accompanied by a copy of a Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority 66 2/3% in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by an Establishment Actionits Board of Directors, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02502, or change the coin or currency in which, which any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or adversely affect any right of the Holder of any Security to require the Company to repurchase such Security or adversely affect any right to convert or exchange any Security as specified as contemplated by Section 301, or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or (3) modify any of the provisions of this Section Section, or Section 5.13513 or Section 1005, except to increase any percentage set forth in such percentage Sections or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, ; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “"the Trustee” " and concomitant changes in this SectionSection and Section 1005, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 611 and 9.01(8901(8), or (4) change any obligation of the Company to maintain an office or agency, or (5) change any obligation of the Company to pay additional amounts, or (6) adversely affect any right of repayment or repurchase at the option of the Holder, or (7) reduce or postpone any sinking fund or similar provision. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by an Establishment Action, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02, or change the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or adversary affect any rights of the Holders of Securities to require the Company to repay or repurchase the Securities, or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or (3) modify any of the provisions of this Section or Section 5.13, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(8), or (4) change any obligation of the Company to maintain an office or agency, or (5) change any obligation of the Company to pay additional amounts, or (6) adversely affect any right of repayment or repurchase at the option of the Holder, or (7) reduce or postpone any sinking fund or similar provision. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by an Establishment Actiona Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, provided that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon (including any change in the Floating or the time of payment of interest thereon Adjustable Rate Provision pursuant to which such rate is determined that would reduce that rate for any period) or any premium payable upon the redemption thereof, or reduce the amount change any Place of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02Payment where, or change the coin or currency in which, any Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or (3) modify any of the provisions of this Section or Section 5.135.6, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, provided, however, ; provided that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “"the Trustee” " and concomitant changes in this Section, Section or the deletion of this proviso, in accordance with the requirements of Sections 6.11 6.11(b) and 9.01(89.1(8), or (4) change remove or impair the rights of any obligation Holder of Securities to bring a Direct Action in certain circumstances, as provided in Section 15.1; provided, further, that if the Securities of such series are held by a CGMH Trust or a trustee of such trust, such supplemental indenture shall not be effective until the holders of a majority in liquidation preference of Trust Securities of the Company applicable CGMH Trust shall have consented to maintain an office or agencysuch supplemental indenture; provided, or (5) change any obligation further, that if the consent of the Company to pay additional amountsHolder of each Outstanding Securities is required, or (6) adversely affect any right of repayment or repurchase at the option such supplemental indenture shall not be effective until each holder of the Holder, or (7) reduce or postpone any sinking fund or similar provisionTrust Securities of the applicable CGMH Trust shall have consented to such supplemental indenture. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by an Establishment Actiona Board Resolution, and the Trustee may shall, subject to Section 903, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon the redemption thereof or extend the time for payment thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02, or change the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, ora (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults Defaults or Events of Default hereunder and their consequences) consequences provided for in this Indenture, ; or (3) change the redemption provisions (including Article Eleven) hereof in a manner adverse to such Holder; or (4) modify any of the provisions of this Section or Section 5.13513, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, ; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “"the Trustee” " and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 611(b) and 9.01(8901(8), or (4) change any obligation of the Company to maintain an office or agency, or (5) change any obligation of the Company to pay additional amounts, or (6) adversely affect any right of repayment or repurchase at the option of the Holder, or (7) reduce or postpone any sinking fund or similar provision. A supplemental indenture which changes or eliminates any covenant or other provision provisions of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series (voting together as a single class) affected by such supplemental indenture, by Act of said Holders delivered to the Company Company, the Guarantor and the Trustee, the Company, Company (when authorized by an Establishment Action, or pursuant to a Company Board Resolution) the Guarantor (when authorized by or pursuant to a Guarantor’s Board Resolution) and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series and any related Coupons under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, (1) change the Stated Maturity of the principal of, or premium, if any, or any installment of principal of interest, if any, on, or interest onany Additional Amounts, if any, with respect to, any Security, or reduce the principal amount thereof or the rate (or modify the calculation of such rate) of interest thereon, or the time of payment of interest thereon reduce any Additional Amounts payable with respect thereto or any premium payable upon the redemption thereofthereof or otherwise, or change the obligation of the Company to pay Additional Amounts pursuant to Section 1004 (except as contemplated by Section 801(1) and permitted by Section 901(1)), or reduce the amount of the principal of an any Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02502 or the amount thereof provable in bankruptcy pursuant to Section 504, or change the Place of Payment where or the coin or currency in whichwhich the principal of, any Security or any premium or interest thereon on, or any Additional Amounts with respect to any Security is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date)) in each case as such Stated Maturity, Redemption Date or modify date for repayment may, if applicable, be extended in accordance with the provisions terms of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, such Security or any Coupon appertaining thereto; or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or reduce the requirements of Section 1304 for quorum or voting; or (3) modify any of the provisions of this Section 902, Section 513 or Section 5.131010, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(8), or (4) change any obligation of the Company to maintain an office or agency, or (5) change any obligation of the Company to pay additional amounts, or (6) adversely affect any right of repayment or repurchase at the option of the Holder, or (7) reduce or postpone any sinking fund or similar provision. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders of Securities under this Section 902 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each all series affected by such supplemental indentureindenture (voting as one class), by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by an Establishment Actiona Board Resolution, the Security Guarantors and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture, or modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security (other than pursuant to the terms of such Security), or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02502, or change the coin or currency in which, which any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or (3) modify any of the provisions of this Section, Section 513 or Section 5.131006, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, ; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “"the Trustee” " and concomitant changes in this SectionSection and Section 1006, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 611 and 9.01(8901(9), or (4) change any obligation of the Company to maintain an office or agency, or (5) change any obligation of the Company to pay additional amounts, or (6) adversely affect any right of repayment or repurchase at the option of the Holder, or (7) reduce or postpone any sinking fund or similar provision. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said such Holders delivered to the Company and the Trustee, the Company, when authorized by an Establishment Actiona Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, (1) except to the extent permitted by Section 3.12 or as otherwise specified as contemplated by Section 3.01 with respect to the extension of the interest payment period of the Securities of any series, change the Stated Maturity of the principal of, or any installment of principal of or interest (including any Additional Interest) on, any Security, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon the redemption thereofthereon, or reduce the amount of the principal of an Original Issue a Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02, or change the place of payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Datedate fixed for redemption thereof), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, or; (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or; (3) modify any of the provisions of this Section, Section 5.13 or Section 5.1310.05, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(8), ; or (4) change modify the provisions in Article XIII of this Indenture with respect to the subordination of outstanding Securities of any obligation series in a manner adverse to the Holders thereof; provided that, in the case of the Company Securities of a series issued to maintain an office or agencya Southern Financial Capital Trust, or (5) change so long as any obligation of the Company to pay additional amountscorresponding series of Capital Securities remain outstanding, or (6) no such amendment shall be made that adversely affect affects the holders of such Capital Securities in any right material respect, and no termination of repayment this Indenture shall occur, and no waiver of any Event of Default or repurchase at compliance with any covenant under this Indenture shall be effective, without the option prior consent of the Holderholders of at least a majority of the aggregate Liquidation Amount of such Capital Securities then outstanding unless and until the principal of the Securities of such series and all accrued and, or subject to Section 3.08, unpaid interest (7including any Additional Interest) reduce thereon have been paid in full; and provided further, however, that in the case of the securities of a series issued to a Southern Financial Capital Trust, so long as any of the corresponding series of Capital Securities remain outstanding, no amendment shall be made to Section 5.08 of this Indenture that would impair the rights of the holders of such Capital Securities provided herein without the prior consent of the holders of each Capital Security then outstanding unless and until the principal of the Securities of such series and all accrued and (subject to Section 3.08) unpaid interest (including any Additional Interest) thereon have been paid in full. The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Holders on such record date, or postpone their duly designated Proxies, and only such Persons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided, that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date that is 90 days after such record date, any sinking fund or similar provisionsuch consent previously given shall automatically and without further action by any Holder be canceled and of no further effect. A supplemental indenture which that changes or eliminates any covenant or other provision of this Indenture which that has expressly been included solely for the benefit of one or more particular series of Securities, or which that modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indentureSecurities, by Act of said Holders delivered to the Company Company, the Guarantor and the Trustee, the CompanyCompany and the Guarantor, when authorized by an Establishment Actionappropriate Board Resolutions, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, (1a) change the Stated Maturity of of, the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02thereon, or change the place of payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, or, (2b) reduce the percentage in principal amount of the Outstanding Securities of any seriesSecurities, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or (3c) modify any of the provisions of this Section, Section 7.13 or Section 5.1312.9, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, ; provided, howeverthat, that this clause shall not be deemed to require the consent of so long as any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(8), or (4) change any obligation of the Company to maintain an office or agencyCapital Securities remain outstanding, or (5) change any obligation no such amendment shall be made that adversely affects the holders of the Company to pay additional amountsCapital Securities, or (6) adversely affect any right of repayment or repurchase at the option of the Holder, or (7) reduce or postpone any sinking fund or similar provision. A supplemental indenture which changes or eliminates any covenant or other provision and no termination of this Indenture which has expressly been included solely for the benefit shall occur, and no waiver of one any Event of Default or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series compliance with respect to such any covenant or other provision, shall be deemed not to affect the rights under this Indenture shall be effective, without the prior consent of the Holders holders of at least a majority of the aggregate liquidation preference of the outstanding Capital Securities unless and until the principal of and any other seriespremium on the Securities and all accrued and unpaid interest thereon have been paid in full. It shall not be necessary for any Act of Holders under this Section 11.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each any or all series affected by such supplemental indentureindenture (voting as one class), by Act of said Holders delivered to the Company Issuer, the Guarantors and the TrusteeTrustee of each such series of Securities, the CompanyIssuer, when authorized by an Establishment Actionor pursuant to a Board Resolution of its Board of Directors, the Guarantors, when authorized by or pursuant to a Board Resolution by the Guarantors’ Board of Directors, and the each such Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby,: (1) change the Stated Maturity of the principal of, or any installment of principal of or interest interest, if any, on, any Security, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or release any Guarantor from any of its obligations under its Guarantee or modify such obligations otherwise than in accordance with the provisions terms of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, orIndenture; (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, indenture or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) consequences provided for in this Indenture, ; or (3) modify any of the provisions of this Section, Section 513 or Section 5.131008, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, ; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this SectionSection and Section 1008, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(8609, 611(b), or (4901(9) change any obligation of the Company to maintain an office or agency, or (5) change any obligation of the Company to pay additional amounts, or (6) adversely affect any right of repayment or repurchase at the option of the Holder, or (7) reduce or postpone any sinking fund or similar provisionand 901(10). A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders of any series of Securities under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series (voting together as a single class) affected by such supplemental indenture, by Act of said Holders delivered to the Company Company, the Guarantors and the Trustee, the Company, Company (when authorized by an Establishment Action, or pursuant to a Company Board Resolution) each Guarantor (when authorized by or pursuant to a Guarantor’s Board Resolution) and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series and any related Coupons under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, (1) change the Stated Maturity of the principal of, or premium, if any, or any installment of principal of interest, if any, on, or interest onany Additional Amounts, if any, with respect to, any Security, or reduce the principal amount thereof or the rate (or modify the calculation of such rate) of interest thereon, or the time of payment of interest thereon reduce any Additional Amounts payable with respect thereto or any premium payable upon the redemption thereofthereof or otherwise, or change the obligation of the Company to pay Additional Amounts pursuant to Section 1004 (except as contemplated by Section 801(1) and permitted by Section 901(1)), or reduce the amount of the principal of an any Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02502 or the amount thereof provable in bankruptcy pursuant to Section 504, or change the Place of Payment where or the coin or currency in whichwhich the principal of, any Security or any premium or interest thereon on, or any Additional Amounts with respect to any Security is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date)) in each case as such Stated Maturity, Redemption Date or modify date for repayment may, if applicable, be extended in accordance with the provisions terms of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, such Security or any Coupon appertaining thereto; or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or reduce the requirements of Section 1304 for quorum or voting; or (3) modify any of the provisions of this Section, Section 513 or Section 5.131010, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(8), or (4) change any obligation of the Company to maintain an office or agency, or (5) change any obligation of the Company to pay additional amounts, or (6) adversely affect any right of repayment or repurchase at the option of the Holder, or (7) reduce or postpone any sinking fund or similar provision. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders of Securities under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities Senior Notes of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by an Establishment Actiona Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities Senior Notes of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security Senior Note affected thereby, (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any SecuritySenior Note, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon the redemption thereof, or reduce change the amount method of calculating the principal rate of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02interest thereon, or change extend the coin or currency in which, any Security or any premium or time of payment of interest thereon is payablethereon, or impair or affect the right of any Holder to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, or (2) reduce the percentage in principal amount of the Outstanding Securities Senior Notes of any series, the consent of whose Holders is required for any such modification or supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or (3) modify any of the provisions of this Section or Section 5.13, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(8), or (4) change any obligation of the Company to maintain an office or agency, or (5) change any obligation of the Company to pay additional amounts, or (6) adversely affect any right of repayment or repurchase at the option of the Holder, or (7) reduce or postpone any sinking fund or similar provision. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, indenture (including consents obtained in connection with a tender offer or exchange offer for Securities of such series) by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by an Establishment Actiona Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture, or modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, (1) change the Stated Maturity or fixed Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest or change the time or place of payment of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02, 502 or change the coin or currency in which, which any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, or; (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults Defaults hereunder and their consequences) provided for in this Indenture, or; (3) modify any of the provisions of this Section, Section 513 or Section 5.131006, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, ; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this SectionSection and Section 1006, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 611 and 9.01(8901(14), or; (4) change waive a Default in the payment of principal of, premium, if any, interest or additional interest, if any, on any obligation Securities (except a rescission of acceleration of the Company to maintain an office or agency, orSecurities by the Holders of at least a majority in aggregate principal amount of such Securities and a waiver of the payment Default that resulted from such acceleration); (5) change modify any obligation of the Company provisions of this Indenture relating to pay the rights of Holders of Securities to receive payments of principal of, premium, if any, or interest or additional amountsinterest, orif any, on the Securities; (6) adversely affect any right change the ability of repayment Holders of Securities to enforce their rights under this Indenture or repurchase at the option foregoing provisions of the Holder, orthis section or this Section 902(6); (7) reduce modify the ranking provisions of the Indenture in a manner adverse to the Holders of Securities; or (8) make any other change specified in a prospectus supplement or postpone any sinking fund or similar provisionother offering document relating to the Securities of that series. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.