Common use of With Consent of Holders Clause in Contracts

With Consent of Holders. Subject to Sections 6.04 and 6.07, without prior notice to any Holders, the Company and the Trustee may amend this Indenture and the Securities of any series with the written consent of the Holders of a majority in principal amount of the outstanding Securities of all series affected by such amendment (all such series voting as a separate class), and the Holders of a majority in principal amount of the outstanding Securities of all series affected thereby (all such series voting as a separate class) by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture or the Securities of such series. Notwithstanding the provisions of this Section 9.02, without the consent of each Holder affected thereby, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (a) change the stated maturity of the Principal of, or any sinking fund obligation or any installment of interest on, such Holder’s Security; (b) reduce the Principal amount thereof or the rate of interest thereon (including any amount in respect of original issue discount); (c) reduce the above stated percentage of outstanding Securities the consent of whose holders is necessary to modify or amend the Indenture with respect to the Securities of the relevant series; and (d) reduce the percentage in principal amount of outstanding Securities of the relevant series the consent of whose Holders is required for any supplemental indenture or for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in 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 Holders of Securities of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series or of the coupons appertaining to such Securities. It shall not be necessary for the consent of any Holder under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 7.4 and 6.077.7, without prior notice to any Holders, the Company and the Trustee may amend this Indenture and the Securities of any series with the written consent of the Holders of a majority in principal Principal amount of the outstanding Securities of all each series affected by such amendment (all such series voting as a separate class)amendment, and the Holders of a majority in principal Principal amount of the outstanding Securities of all each series affected thereby (all such series voting as a separate class) by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture or the Securities of such series. Notwithstanding the provisions of this Section 9.0211.2, without the consent of each Holder affected thereby, an amendment or waiver, including a waiver pursuant to Section 6.047.4, may not: (a) change the stated maturity of the Principal of, or any sinking fund obligation installment of interest on, such Holder’s Security, (b) reduce the Principal amount of, or the rate of interest on (including any amount in respect of original issue discount), such Holder’s Security; (c) change the place or currency of payment of the Principal of, premium, if any, or any installment of interest on, such Holder’s Security; (bd) reduce impair the Principal amount thereof right to institute suit for the enforcement of any payment on or after the rate stated maturity (or in the case of interest thereon (including any amount in respect a redemption, on or after the redemption date) of original issue discount)such Holder’s Security; (ce) reduce waive a default in the above stated percentage payment of outstanding Securities the Principal of, premium, if any, or interest on, such Holder’s Security; (f) modify any of the provisions of this Section 11.2 requiring the consent of whose holders is necessary a requisite number of holders, except to modify increase any percentage requiring consent or amend to provide that certain other provisions of this Indenture cannot be modified or waived without the Indenture with respect to the Securities consent of the relevant seriesHolder of each outstanding Securities; and (dg) reduce the percentage in principal or aggregate Principal amount of outstanding Securities of the relevant series the consent of whose Holders is required for any supplemental indenture or for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in 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 Holders of Securities of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series or of the coupons appertaining to such Securities. It shall not be necessary for the consent of any Holder under this Section 9.02 11.2 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 11.2 becomes effective, the Company shall give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07Except as provided below in this Section 9.02, without prior notice to any Holdersthis Indenture, the Company and the Trustee Securities may amend this Indenture and the Securities of any series with the written consent of the Holders of a majority in principal amount of the outstanding Securities of all series affected by such amendment (all such series voting as a separate class)be amended or supplemented, and the Holders of a majority noncompliance in principal amount of the outstanding Securities of all series affected thereby (all such series voting as a separate class) by written notice to the Trustee may waive future compliance by the Company any particular instance with any provision of this Indenture or the Securities may be waived, in each case with the written consent of such the Holders of at least a majority in aggregate principal amount of the then outstanding Securities affected thereby; provided, however , that any amendment to or supplement of this Indenture or the Securities that by its terms affects the rights of Holders of any series of then outstanding Securities but not the others series may be effected, and any default or compliance with any provision of this Indenture affecting the Holders of any series of then outstanding Securities but not the other series may be waived, with the consent of at least a majority in aggregate principal amount of the Securities of the affected series. Notwithstanding the provisions of this Section 9.02, without Without the consent of each Holder of Securities that is affected thereby, an amendment or waiver, including a waiver pursuant to under this Section 6.04, 9.02 may not: (a) change reduce the stated maturity aggregate principal amount of Securities of any series the Principal ofHolders of which must consent to an amendment, supplement modification or waiver of any sinking fund obligation or any installment provision of interest on, such Holder’s Securitythis Indenture; (b) reduce the Principal amount thereof or the rate of or extend the time for payment of interest thereon (including on any amount in respect series of original issue discount)Securities; (c) reduce the above principal of or change the stated percentage maturity of outstanding Securities the consent any series of whose holders is necessary to modify or amend the Indenture with respect to the Securities of the relevant series; andSecurities; (d) change the date on which any Security of any of series may be subject to redemption, or reduce the percentage premium payable upon the redemption or repurchase thereof; (e) make any Security of any series payable in principal amount of outstanding Securities of currency other than that stated in the relevant series the consent of whose Holders is required for Security; (f) modify or change any supplemental indenture or for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this Indenture. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture affecting the ranking of the Securities of any series in a manner which has expressly been included solely adversely affects the Holders thereof; (g) modify or make any change in Article XII which adversely affects the rights of any Holder; (h) impair the right of any Holder of Securities to institute suit for the benefit enforcement of one any payment in or more particular with respect to any such series of Securities, or ; or (i) make any change in the foregoing amendment and waiver provisions which modifies the rights of Holders of Securities of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series or of the coupons appertaining to such Securitiesrequire each Holder’s consent. It shall not be necessary for the consent of any Holder the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement amendment or waiver under this Section 9.02 becomes effective, the Company shall give mail to the Holders affected thereby a notice briefly describing the amendment, supplement amendment or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07, without prior notice to any HoldersExcept as provided below in this Section 9.02, the Company Company, the Subsidiary Guarantors and the Trustee may amend this Indenture and or the Securities of any series with the written consent (including consents obtained in connection with a tender offer or exchange offer for Securities or a solicitation of consents in respect of Securities, provided that in each case such offer or solicitation is made to all Holders of then outstanding Securities on equal terms) of the Holders of at least a majority in of the principal amount of the outstanding Securities Securities. Upon the request of all series affected the Company and the Subsidiary Guarantors, accompanied by a Board Resolution of the Company and each Subsidiary Guarantor authorizing the execution of any such amendment (all such series voting as a separate class)supplemental indenture, and upon the Holders of a majority in principal amount of the outstanding Securities of all series affected thereby (all such series voting as a separate class) by written notice to filing with the Trustee may waive future compliance by the Company with any provision of this Indenture or the Securities evidence of such series. Notwithstanding the provisions of this Section 9.02, without the consent of each Holder affected therebythe Holders as aforesaid, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (a) change and upon receipt by the stated maturity Trustee of the Principal ofOpinion of Counsel described in Section 9.06, or any sinking fund obligation or any installment of interest on, such Holder’s Security; (b) reduce the Principal amount thereof or Trustee shall join with the rate of interest thereon (including any amount Company and the Subsidiary Guarantors in respect of original issue discount); (c) reduce the above stated percentage of outstanding Securities the consent of whose holders is necessary to modify or amend the Indenture with respect to the Securities of the relevant series; and (d) reduce the percentage in principal amount of outstanding Securities of the relevant series the consent of whose Holders is required for any supplemental indenture or for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in 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 Holders of Securities execution of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series or of the coupons appertaining to such Securitiessupplemental indenture. It shall not be necessary for the consent of any Holder the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After The Holders of a majority of the principal amount of the outstanding Securities may waive compliance in a particular instance by the Company or the Subsidiary Guarantors with any provision of this Indenture or the Securities (including waivers obtained in connection with a tender offer or exchange offer for Securities or a solicitation of consents in respect of Securities, provided that in each case such offer or solicitation is made to all Holders of the then outstanding Securities on equal terms). However, without the consent of each Holder affected, an amendment or waiver under this Section may not: (1) reduce the percentage of principal amount of Securities whose Holders must consent to an amendment, supplement or waiver under of any provision of this Indenture or the Securities; (2) reduce the rate or change the time for payment of interest, including default interest, on the Securities; (3) reduce the principal amount of any Security or change the Maturity Date of the Securities; (4) reduce the redemption price, including premium, if any, payable upon the redemption of any Security or change the time at which any Security may be redeemed; (5) reduce the repurchase price, including premium, if any, payable upon the repurchase of any Security pursuant to Sections 4.11 or 4.16, or change the time at which any Security may or shall be repurchased thereunder; (6) waive a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Securities; (7) make any Security payable in money other than that stated in the Security; (8) impair the right to institute suit for the enforcement of principal of, premium, if any, or principal on any Security pursuant to Sections 6.07 or 6.08, except as limited by Section 6.06; or (9) make any change in Section 6.04 or Section 6.07 or in this sentence of this Section 9.02 becomes effective, the Company shall give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver9.02. The Company will mail supplemental indentures right of any Holder to Holders upon request. Any failure participate in any consent required or sought pursuant to any provision of this Indenture (and the obligation of the Company to mail obtain any such notice, or any defect therein, consent otherwise required from such Holder) may be subject to the requirement that such Holder shall not, however, in any way impair or affect have been the validity Holder of record of any Securities with respect to which such supplemental indenture consent is required or waiversought as of a date identified by the Trustee in a notice furnished to Holders in accordance with the terms of this Indenture.

With Consent of Holders. Subject to Sections 6.04 and 6.07, without prior notice to any HoldersExcept as provided below in this Section 9.02, the Company Company, the Guarantor and the Trustee may amend or supplement this Indenture and the Securities of any series with the written consent (including consents obtained in connection with a tender offer or exchange offer for Securities of any one or more series or all series or a solicitation of consents in respect of Securities of any one or more series or all series, provided that in each case such offer or solicitation is made to all Holders of then outstanding Securities of each such series (but the terms of such offer or solicitation may vary from series to series)) of the Holders of at least a majority in principal amount of the then outstanding Securities of all series affected by such amendment or supplement (acting as one class). Upon the request of the Company, accompanied by a Board Resolution, and upon the filing with the Trustee of evidence of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.06, the Trustee shall, subject to Section 9.06, join with the Company and the Guarantor in the execution of such amendment or supplemental indenture. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. The Holders of a majority in principal amount of the then outstanding Securities of all one or more series affected by such amendment (all such series voting as a separate class), and the Holders of a majority in principal amount of the outstanding Securities or of all series affected thereby (all such series voting as a separate class) by written notice to the Trustee may waive future compliance in a particular instance by the Company or the Guarantor with any provision of this Indenture with respect to Securities of such series (including waivers obtained in connection with a tender offer or the exchange offer for Securities of such series or a solicitation of consents in respect of Securities of such series, provided that in each case such offer or solicitation is made to all Holders of then outstanding Securities of such series (but the terms of such offer or solicitation may vary from series to series)). Notwithstanding the provisions of this Section 9.02However, without the consent of each Holder affected therebyaffected, an amendment amendment, supplement or waiver, including a waiver pursuant to under this Section 6.04, 9.02 may not: (a1) reduce the amount of Securities whose Holders must consent to an amendment, supplement or waiver; (2) reduce the rate of or change the stated maturity time for payment of the Principal ofinterest, or including default interest, on any sinking fund obligation or any installment of interest on, such Holder’s Security; (b3) reduce the Principal principal of, any premium on or any mandatory sinking fund payment with respect to, or change the Stated Maturity of, any Security 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 or the rate of interest thereon (including any amount in respect of original issue discount)pursuant to Section 6.02; (c4) reduce the above stated percentage premium, if any, payable upon the redemption of outstanding Securities any Security or change the consent time at which any Security may or shall be redeemed; (5) change any obligation of whose holders is necessary the Company or the Guarantor to modify or amend the Indenture pay Additional Amounts with respect to the Securities of the relevant series; andany Security; (d6) reduce change the coin or currency or currencies (including composite currencies) in which any Security or any premium, interest or Additional Amounts with respect thereto are payable; (7) impair the right to institute suit for the enforcement of any payment of principal of, premium (if any) or interest on or any Additional Amounts with respect to any Security pursuant to Sections 6.07 and 6.08, except as limited by Section 6.06; (8) make any change in the percentage in of principal amount of outstanding Securities of the relevant series the consent of whose Holders is required for any supplemental indenture or for any waiver of necessary to waive compliance with certain provisions of this Indenture pursuant to Section 6.04 or certain Defaults and their consequences provided for 6.07 or make any change in this Indenturesentence of Section 9.02; or (9) waive a continuing Default or Event of Default in the payment of principal of, premium (if any) or interest on or Additional Amounts with respect to the Securities. 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 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 or of the coupons appertaining to such Securitiesseries. It shall not be necessary for the consent The right of any Holder under to participate in any consent required or sought pursuant to any provision of this Section 9.02 Indenture (and the obligation of the Company or the Guarantor to approve obtain any such consent otherwise required from such Holder) may be subject to the particular form requirement that such Holder shall have been the Holder of record of any proposed amendment, supplement or waiver, but it shall be sufficient if Securities with respect to which such consent approves is required or sought as of a date identified by the substance thereofCompany or the Guarantor in a notice furnished to Holders in accordance with the terms of this Indenture. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall give mail to the Holders of each Security affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture amendment, supplement or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07, without prior notice to any Holders, the Company and the Trustee may amend this Indenture and the Securities of any series with the written consent of the Holders of a majority in principal amount of the outstanding Securities of all series affected by such amendment (all such series voting together as a separate single class), and the Holders of a majority in principal amount of the outstanding Securities of all series affected thereby (all such series voting together as a separate single class) by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture or the Securities of such series. Notwithstanding the provisions of this Section 9.02, without the consent of each Holder affected thereby, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (a) change the stated maturity of the Principal of, or any sinking fund obligation or any installment of interest on, such Holder’s Security;, (b) reduce the Principal amount thereof or the rate of interest thereon (including any amount in respect of original issue discount); (c) reduce the above stated percentage of outstanding Securities the consent of whose holders is necessary to modify or amend the Indenture with respect to the Securities of the relevant series; and (d) reduce the percentage in principal amount of outstanding Securities of the relevant series the consent of whose Holders is required for any supplemental indenture or for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in 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 Holders of Securities of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series or of the coupons appertaining to such Securities. It shall not be necessary for the consent of any Holder under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07Except as provided below in this Section 9.02, without prior notice to any Holdersthis Indenture, the Company and the Trustee Securities may amend this Indenture and the Securities of any series with the written consent of the Holders of a majority in principal amount of the outstanding Securities of all series affected by such amendment (all such series voting as a separate class)be amended or supplemented, and the Holders of a majority noncompliance in principal amount of the outstanding Securities of all series affected thereby (all such series voting as a separate class) by written notice to the Trustee may waive future compliance by the Company any particular instance with any provision of this Indenture or the Securities may be waived, in each case with the written consent of such the Holders of at least a majority in aggregate principal amount of the then outstanding Securities affected thereby; provided, however, that any amendment to or supplement of this Indenture or the Securities that by its terms affects the rights of Holders of any series of then outstanding Securities but not the others series may be effected, and any default or compliance with any provision of this Indenture affecting the Holders of any series of then outstanding Securities but not the other series may be waived, with the consent of at least a majority in aggregate principal amount of the Securities of the affected series. Notwithstanding the provisions of this Section 9.02, without Without the consent of each Holder of Securities that is affected thereby, an amendment or waiver, including a waiver pursuant to under this Section 6.04, 9.02 may not: (ai) reduce the aggregate principal amount of Securities of any series the Holders of which must consent to an amendment, supplement modification or waiver of any provision of this Indenture; (ii) reduce the rate of or extend the time for payment of interest on any series of Securities; (iii) reduce the principal of or change the stated maturity of any series of Securities; (iv) change the Principal ofdate on which any Security of any of series may be subject to redemption, or reduce the premium payable upon the redemption or repurchase thereof; (v) make any sinking fund obligation or Security of any installment of interest on, such Holder’s series payable in currency other than that stated in the Security; (bvi) reduce the Principal amount thereof or the rate of interest thereon (including any amount in respect of original issue discount); (c) reduce the above stated percentage of outstanding Securities the consent of whose holders is necessary to modify or amend the Indenture with respect to the Securities of the relevant series; and (d) reduce the percentage in principal amount of outstanding Securities of the relevant series the consent of whose Holders is required for change any supplemental indenture or for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this Indenture. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture affecting the ranking of the Securities of any series in a manner which has expressly been included solely adversely affects the Holders thereof; (vii) impair the right of any Holder of Securities to institute suit for the benefit enforcement of one any payment in or more particular with respect to any such series of Securities, or ; or (viii) make any change in the foregoing amendment and waiver provisions which modifies the rights of Holders of Securities of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series or of the coupons appertaining to such Securitiesrequire each Holder’s consent. It shall not be necessary for the consent of any Holder the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement amendment or waiver under this Section 9.02 becomes effective, the Company shall give mail to the Holders affected thereby a notice briefly describing the amendment, supplement amendment or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07, without prior notice to any Holders, the The Company and the Trustee as to any series of Securities may amend or supplement this Indenture and the or such series of Securities of without notice to any series Securityholder but with the written consent of the Holders of at least a majority in principal amount of the then outstanding Securities of all each series affected by such amendment (all or supplement, with each such series voting as a separate class), and the . The Holders of a majority in principal amount of the any series of Securities then outstanding Securities of all series affected thereby (all such series voting as may also waive compliance in a separate class) by written notice to the Trustee may waive future compliance particular instance by the Company with any provision of this Indenture or the Securities with respect to that series of such series. Notwithstanding the provisions of this Section 9.02Securities; provided, however, that without the consent of each Holder affected therebySecurityholder affected, an amendment amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may not: (a1) change reduce the stated maturity amount of Securities whose Holders must consent to an amendment, supplement or waiver; (2) reduce the Principal ofrate, or any sinking fund obligation or any installment extend the time for payment of interest on, such Holder’s any Security in a manner adverse to the Holders thereof; (3) reduce the principal of, or extend the fixed maturity or fixed redemption date of any Securities, in a manner adverse to the Holders thereof; (4) waive a default in the payment of the principal of, or interest on, any Security; (b5) reduce modify the Principal amount thereof provisions of Article Three (Subordination) in a manner adverse to the Holders of Securities or the rate in a manner which will cause any Security to be senior to any other Security in right of interest thereon (including any amount in respect of original issue discount)payment; (c6) reduce make any Security payable in money other than that stated in the above stated percentage of outstanding Securities the consent of whose holders is necessary to modify or amend the Indenture with respect to the Securities of the relevant seriesSecurity; andor (d7) reduce make any changes in Section 6.04, 6.07 and 9.02 (second sentence). An amendment or waiver under this Section may not make any change that adversely affects the percentage in principal amount rights under Article Three of outstanding Securities any holder of the relevant series the consent an issue of whose Holders is required for any supplemental indenture Senior Indebtedness unless such holder consents to such amendment or for any waiver. An amendment or waiver of compliance with certain provisions of under this Indenture or certain Defaults and their consequences provided for in this Indenture. A supplemental indenture Section which waives, 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 or of the coupons appertaining to such Securitiesseries. It shall not be necessary for the consent of any Holder the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement amendment or waiver under this Section 9.02 becomes effective, the Company shall give mail to the Holders of Securities of each series affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture amendment or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07certain exceptions, without prior notice to any Holders, the Company and the Trustee may amend this Indenture and or the Securities of any series may be amended with the written consent of the Holders holders of at least a majority in principal amount of the outstanding Securities of all series Series under this Indenture then outstanding and affected by such amendment (all such series amendment, voting as a separate classsingle class (including consent obtained in connection with a purchase of, or tender offer or exchange offer for, Securities). However, and without the Holders consent of a majority in each holder of an outstanding Security affected, no amendment may: (1) make any change to the percentage of principal amount of the outstanding Securities of all series affected thereby (all such series voting as a separate class) by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture or the Securities of such series. Notwithstanding the provisions of this Section 9.02Series, without the consent of each Holder affected thereby, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (a) change the stated maturity of the Principal of, or any sinking fund obligation or any installment of interest on, such Holder’s Security; (b) reduce the Principal amount thereof or the rate of interest thereon (including any amount in respect of original issue discount); (c) reduce the above stated percentage of outstanding Securities the consent of whose holders is necessary to modify or amend the Indenture with respect to the Securities of the relevant series; and (d) reduce the percentage in principal amount of outstanding Securities of the relevant series the consent of whose Holders is required for any supplemental indenture amendment, 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 consequences) provided for in this Indenture. A supplemental indenture which changes ; (2) reduce the principal amount of, premium, if any, or eliminates interest on, or extend the Stated Maturity or interest payment periods of, any covenant Security; (3) make any Security payable in money or securities other provision than those stated in the Security; (4) make any change that adversely affects such Holder’s right to require the Issuer to purchase the Securities in accordance with the terms thereof and this Indenture; (5) impair the right of any Holder to institute suit for the enforcement of any payment with respect to the Securities; (6) in the case of any subordinated Securities, or coupons appertaining thereto, make any change in the provisions of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies relating to subordination that adversely affects the rights of Holders any Holder under such provisions; or (7) make any change in Section 6.04 or 6.07 or the second sentence of Securities of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series or of the coupons appertaining to such SecuritiesSection 9.02. It shall not be necessary for the consent of any Holder the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver amendment under this Section 9.02 becomes effective, the Company Issuer shall give send to the all affected Holders affected thereby a notice briefly describing the such amendment, supplement or waiver. The Company will mail supplemental indentures failure to Holders upon request. Any failure of the Company give such notice to mail all such noticeHolders, or any defect therein, shall not, however, in any way not impair or affect the validity of any such supplemental indenture or waiveran amendment under this Section.

With Consent of Holders. Subject to Sections 6.04 and 6.07, without prior notice to any Holders, the (a) The Company and the Trustee may amend or supplement this Junior Indenture and the Securities of in any series with the written consent of the Holders of a majority in principal amount of the outstanding Securities of all series affected manner not permitted by such amendment (all such series voting as a separate class)Section 9.01, and the Holders of a majority in principal amount of the outstanding Securities of all series affected thereby (all such series voting as a separate class) by written notice to the Trustee or may waive future compliance by the Company with any provision of this Indenture or the Securities of such series. Notwithstanding the provisions of this Section 9.02Junior Indenture, with the consent of the Holders of a majority in aggregate principal amount of the Debentures of each series affected thereby. Such an amendment or waiver may not, without the consent of each Holder of the Debentures affected thereby, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (a1) reduce the principal amount of such Debentures; (2) reduce the percentage of principal amount of such Debentures the Holders of which must consent to an amendment of this Junior Indenture or a waiver; (3) change the stated maturity of the Principal of, principal of or any sinking fund obligation the interest on or any installment rate of interest onof such Debentures; or (4) extend the time of payment of interest on such Debentures, except as provided herein; provided that, in the case of the outstanding Debentures of a series then held by a Trust, (i) no such Holder’s amendment shall be made that adversely affects the holders of the Trust Preferred Securities of that Trust, (ii) no termination of the Indenture may occur, and (iii) no waiver of any Event of Default with respect to the Debentures of that series or compliance with any covenant under this Indenture shall be effective, in each case without the prior consent of the holders of a majority of the aggregate liquidation preference of the outstanding Trust Preferred Securities of that Trust or the holder of each such Trust Preferred Security;, as applicable. (b) reduce the Principal amount thereof or the rate of interest thereon (including any amount in respect of original issue discount); (c) reduce the above stated percentage of outstanding Securities the consent of whose holders is necessary to modify or amend the Indenture with respect to the Securities of the relevant series; and (d) reduce the percentage in principal amount of outstanding Securities of the relevant series the consent of whose Holders is required for any supplemental indenture or for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this Indenture. A supplemental indenture which Junior Indenture that changes or eliminates any covenant or other provision of this Junior Indenture which that has expressly been included solely for the benefit of one or more particular series of SecuritiesDebentures, or which modifies the rights of the Holders of Securities Debentures of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Junior Indenture of the Holders of Securities Debentures of any other series or of the coupons appertaining to such Securities. It shall not be necessary for the consent of any Holder under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiverseries.

With Consent of Holders. Subject to Sections 6.04 6.4 and 6.076.7, without prior notice to any Holders, the Company and the Trustee may amend this Indenture and the Securities of any series with the written consent of the Holders of a majority in principal amount of the outstanding Securities of all series affected by such amendment (all such series voting as a separate class), and the Holders of a majority in principal amount of the outstanding Securities of all series affected thereby (all such series voting as a separate class) by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture or the Securities of such series. Notwithstanding the provisions of this Section 9.029.2, without the consent of each Holder affected thereby, an amendment or waiver, including a waiver pursuant to Section 6.046.4, may not: (ai) change the stated maturity of the Principal of, or any sinking fund obligation or any installment of interest on, such Holder’s 's Security;, (bii) reduce the Principal amount thereof or the rate of interest thereon (including any amount in respect of original issue discount); (ciii) reduce the above stated percentage of outstanding Securities the consent of whose holders is necessary to modify or amend the Indenture with respect to the Securities of the relevant series; and (div) reduce the percentage in principal amount of outstanding Securities of the relevant series the consent of whose Holders is required for any supplemental indenture or indenture, for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in 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 Holders of Securities of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series or of the coupons appertaining to such Securities. It shall not be necessary for the consent of any Holder under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 9.2 becomes effective, the Company shall give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07Except as provided below in this Section 9.02, without prior notice to any Holdersthis Indenture, the Company and the Trustee Securities may amend this Indenture and the Securities of any series with the written consent of the Holders of a majority in principal amount of the outstanding Securities of all series affected by such amendment (all such series voting as a separate class)be amended or supplemented, and the Holders of a majority noncompliance in principal amount of the outstanding Securities of all series affected thereby (all such series voting as a separate class) by written notice to the Trustee may waive future compliance by the Company any particular instance with any provision of this Indenture or the Securities may be waived, in each case with the written consent of such the Holders of at least a majority in aggregate principal amount of the then outstanding Securities affected thereby; provided, however , that any amendment to or supplement of this Indenture or the Securities that by its terms affects the rights of Holders of any series of then outstanding Securities but not the others series may be effected, and any default or compliance with any provision of this Indenture affecting the Holders of any series of then outstanding Securities but not the other series may be waived, with the consent of at least a majority in aggregate principal amount of the Securities of the affected series. Notwithstanding the provisions of this Section 9.02, without Without the consent of each Holder of Securities that is affected thereby, an amendment or waiver, including a waiver pursuant to under this Section 6.04, 9.02 may not: (ai) reduce the aggregate principal amount of Securities of any series the Holders of which must consent to an amendment, supplement modification or waiver of any provision of this Indenture; (ii) reduce the rate of or extend the time for payment of interest on any series of Securities; (iii) reduce the principal of or change the stated maturity of any series of Securities; (iv) change the Principal ofdate on which any Security of any of series may be subject to redemption, or reduce the premium payable upon the redemption or repurchase thereof; (v) make any sinking fund obligation or Security of any installment of interest on, such Holder’s series payable in currency other than that stated in the Security; (bvi) reduce the Principal amount thereof or the rate of interest thereon (including any amount in respect of original issue discount); (c) reduce the above stated percentage of outstanding Securities the consent of whose holders is necessary to modify or amend the Indenture with respect to the Securities of the relevant series; and (d) reduce the percentage in principal amount of outstanding Securities of the relevant series the consent of whose Holders is required for change any supplemental indenture or for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this Indenture. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture affecting the ranking of the Securities of any series in a manner which has expressly been included solely adversely affects the Holders thereof; (vii) impair the right of any Holder of Securities to institute suit for the benefit enforcement of one any payment in or more particular with respect to any such series of Securities, or ; or (viii) make any change in the foregoing amendment and waiver provisions which modifies the rights of Holders of Securities of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series or of the coupons appertaining to such Securitiesrequire each Holder’s consent. It shall not be necessary for the consent of any Holder the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement amendment or waiver under this Section 9.02 becomes effective, the Company shall give mail to the Holders affected thereby a notice briefly describing the amendment, supplement amendment or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07, without prior notice to any Holders, the Company and the Trustee may amend this Indenture and the Securities of any series with the written consent of the Holders of a majority in principal amount of the outstanding Securities of all series affected by such amendment (all each such series voting as a separate class), and the Holders of a majority in principal amount of the outstanding Securities of all series affected thereby (all each such series voting as a separate class) by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture or the Securities of such series. Notwithstanding the provisions of this Section 9.02, without the consent of each Holder affected thereby, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (a) change the stated maturity of the Principal of, or any sinking fund obligation or any installment of interest on, such Holder’s Security; (b) reduce the Principal amount thereof or the rate of interest thereon (including any amount in respect of original issue discount); (c) reduce the above stated percentage of outstanding Securities the consent of whose holders is necessary to modify or amend the Indenture with respect to the Securities of the relevant series; and (d) reduce the percentage in principal amount of outstanding Securities of the relevant series the consent of whose Holders is required for any supplemental indenture or for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in 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 Holders of Securities of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series or of the coupons appertaining to such Securities. It shall not be necessary for the consent of any Holder under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07Except as provided below in this Section 9.2, without prior notice to any Holdersthis Indenture, the Company and the Trustee Securities may amend this Indenture and the Securities of any series with the written consent of the Holders of a majority in principal amount of the outstanding Securities of all series affected by such amendment (all such series voting as a separate class)be amended or supplemented, and the Holders of a majority noncompliance in principal amount of the outstanding Securities of all series affected thereby (all such series voting as a separate class) by written notice to the Trustee may waive future compliance by the Company any particular instance with any provision of this Indenture or the Securities may be waived, in each case with the written consent of such the Holders of at least a majority in aggregate principal amount of the then outstanding Securities affected thereby; provided, however, that any amendment to or supplement of this Indenture or the Securities that by its terms affects the rights of Holders of any series of then outstanding Securities but not the others series may be effected, and any default or compliance with any provision of this Indenture affecting the Holders of any series of then outstanding Securities but not the other series may be waived, with the consent of at least a majority in aggregate principal amount of the Securities of the affected series. Notwithstanding the provisions of this Section 9.02, without Without the consent of each Holder of Securities that is affected thereby, an amendment or waiver, including a waiver pursuant to under this Section 6.04, 9.2 may not: (ai) reduce the aggregate principal amount of Securities of any series the Holders of which must consent to an amendment, supplement modification or waiver of any provision of this Indenture; (ii) reduce the rate of or extend the time for payment of interest on any series of Securities; (iii) reduce the principal of or change the stated maturity of any series of Securities; (iv) change the Principal ofdate on which any Security of any of series may be subject to redemption, or reduce the premium payable upon the redemption or repurchase thereof; (v) make any sinking fund obligation or Security of any installment of interest on, such Holder’s series payable in currency other than that stated in the Security; (bvi) reduce the Principal amount thereof or the rate of interest thereon (including any amount in respect of original issue discount); (c) reduce the above stated percentage of outstanding Securities the consent of whose holders is necessary to modify or amend the Indenture with respect to the Securities of the relevant series; and (d) reduce the percentage in principal amount of outstanding Securities of the relevant series the consent of whose Holders is required for change any supplemental indenture or for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this Indenture. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture affecting the ranking of the Securities of any series in a manner which has expressly been included solely adversely affects the Holders thereof; (vii) impair the right of any Holder of Securities to institute suit for the benefit enforcement of one any payment in or more particular with respect to any such series of Securities, or ; or (viii) make any change in the foregoing amendment and waiver provisions which modifies the rights of Holders of Securities of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series or of the coupons appertaining to such Securitiesrequire each Holder’s consent. It shall not be necessary for the consent of any Holder the Holders under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement amendment or waiver under this Section 9.02 9.2 becomes effective, the Company shall give mail to the Holders affected thereby a notice briefly describing the amendment, supplement amendment or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07, without prior notice to any Holders, the The Company and the Trustee may amend this Indenture and the Securities of in any series with the written consent of the Holders of a majority in principal amount of the outstanding Securities of all series affected manner not permitted by such amendment (all such series voting as a separate class), and the Holders of a majority in principal amount of the outstanding Securities of all series affected thereby (all such series voting as a separate class) by written notice to the Trustee Section 9.01 or may waive future compliance by the Company with any provision provisions of this Indenture with the consent of the Holders of at least a majority in aggregate principal amount of the Debentures of each series affected thereby. Such an amendment or the Securities of such series. Notwithstanding the provisions of this Section 9.02waiver may not, without the consent of each Holder of the Debentures affected thereby, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (a1) reduce the principal amount of such Debentures; (2) reduce the principal amount of such Debentures the Holders of which must consent to an amendment of this Indenture or a waiver; (3) change the stated maturity of the Principal of, principal of or any sinking fund obligation the interest on or any installment rate of interest on, of such Holder’s SecurityDebentures; (b4) reduce change adversely to the Principal amount thereof or Holders the rate redemption provisions of interest thereon Article 3 hereof; (including any amount 5) change the currency in respect of original issue discount)which the payments on such Debentures are to be made; (c6) reduce make any change in Article 10 hereof that adversely affects the above stated percentage rights of the Holders of the Debentures or any change to any other Section hereof that adversely affects their rights under Article 10 hereof; or (7) change Section 6.07 hereof; provided that, in the case of the outstanding Debentures of a series then held by a Trust, no such amendment shall be made that adversely affects the holders of the Preferred Securities the consent of whose holders is necessary to modify or amend the Indenture that Trust, and no waiver of any Event of Default with respect to the Debentures of that series or compliance with any covenant under this Indenture shall be effective, without the prior consent of the holders of at least a majority of the aggregate liquidation amount of the outstanding Preferred Securities of that Trust or the relevant series; and (d) reduce the percentage in principal amount holder of outstanding Securities of the relevant series the consent of whose Holders is required for any supplemental indenture or for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this Indentureeach such Preferred Security, as applicable. 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 SecuritiesDebentures, or which modifies the rights of the Holders of Securities Debentures 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 Debentures of any other series or of the coupons appertaining to such Securitiesseries. It shall not be necessary for the consent of any Holder the Holders of Debentures or holders of Preferred Securities under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. If certain Holders agree to defer or waive certain obligations of the Company hereunder with respect to Debentures held by them, such deferral or waiver shall not affect the rights of any other Holder to receive the payment or performance required hereunder in a timely manner. After an amendment, supplement amendment or waiver under this Section 9.02 becomes effective, the Company shall give mail to the Holders affected thereby each Holder a notice briefly describing the amendment, supplement amendment or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such noticenotices, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture amendment or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07, without prior notice to any Holders, the Company The Partnership and the Trustee may amend or supplement this Indenture Indenture, the Securities Guarantees and the Securities of any series with the written consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities of each series of Securities affected by such amendment or supplemental indenture, with each such series voting as a separate class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities) and, subject to Section 5.8 and Section 5.13 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture, the Securities Guarantees or the Securities may be waived with respect to each series of Securities with the consent of the Holders of a majority in principal amount of the outstanding Outstanding Securities of all series affected by such amendment (all such series voting as a separate classclass (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities). It is not necessary for the consent of the Holders of Securities under this Section 9.2 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance of the proposed amendment, supplement or waiver. After an amendment, supplement or waiver under this Article Nine becomes effective, the Partnership will mail to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Partnership to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amendment, supplemental indenture or waiver. Subject to Section 5.8 and Section 5.13 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture, the Securities or the Securities Guarantees may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the outstanding Outstanding Securities of all series affected thereby (all such series voting as a separate class) by written notice class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities). Notwithstanding anything contained herein to the Trustee may waive future compliance by the Company with any provision of this Indenture or the Securities of such series. Notwithstanding the provisions of this Section 9.02contrary, without the consent of each Holder affected therebyaffected, an amendment amendment, supplement or waiver, including waiver under this Section 9.2 may not (with respect to any Securities held by a waiver pursuant to Section 6.04, may not:non-consenting Holder): (a) change the stated maturity Stated Maturity of the Principal principal of, or any sinking fund obligation or any installment of principal of or interest on, such Holder’s any Security; (b) , or reduce the Principal principal amount thereof or the rate 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 5.2, 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 (including any amount or, in respect the case of original issue discountredemption, on or after the Redemption Date);; or (c) reduce the above stated percentage of outstanding Securities the consent of whose holders is necessary to modify or amend the Indenture with respect to the Securities of the relevant series; and (db) reduce the percentage in principal amount of outstanding the Outstanding Securities of the relevant series any series, the consent of whose the Holders of which is required for any such amendment or supplemental indenture indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain Defaults defaults hereunder and their consequences provided for in this Indenture; or (c) modify any of the provisions of Section 5.8 or Section 5.13; or (d) waive a redemption payment with respect to any Security; provided, however, that any purchase or repurchase of Securities shall not be deemed a redemption of the Securities; or (e) release any Guarantor from any of its obligations under its Securities Guarantee or this Indenture, except in accordance with the terms of this Indenture (as amended or supplemented); or (f) make any change in the foregoing amendment and waiver provisions, except to increase any percentage provided for therein 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. A An amendment or 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 or of the coupons appertaining to such Securities. It shall not be necessary for the consent of any Holder under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiverseries.

With Consent of Holders. Subject to Sections 6.04 and 6.07, without prior notice to any Holders, the Company and the Trustee may amend this Indenture and the Securities of any series with the written consent of the Holders of a majority in principal Principal amount of the outstanding Securities of all series affected by such amendment (all such series voting as a separate class), and the Holders of a majority in principal amount of the outstanding Securities of all series affected thereby (all such series voting as a separate class) by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture or the Securities of such series. Notwithstanding the provisions of this Section 9.02, without the consent of each Holder affected thereby, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (a) change the stated maturity of the Principal of, or any sinking fund obligation or any installment of interest on, such Holder’s Security;, (b) reduce the Principal amount thereof or the rate of interest thereon (including any amount in respect of original issue discount); (c) reduce the above stated percentage of outstanding Securities the consent of whose holders Holders is necessary to modify or amend the Indenture with respect to the Securities of the relevant series; and (d) reduce the percentage in principal Principal amount of outstanding Securities of the relevant series the consent of whose Holders is required for any supplemental indenture or for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in 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 Holders of Securities of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series or of the coupons appertaining to such Securitiesseries. It shall not be necessary for the consent of any Holder under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 This Indenture or any series of Securities may be amended with the consent (which may include consents obtained in connection with a tender offer or exchange offer for that series of Securities) of the Holders of at least a majority in aggregate principal amount of the series of the Securities then outstanding, and 6.07any existing Default under, without prior notice to or compliance with any Holdersprovision of, the Company and the Trustee may amend this Indenture and may be waived (other than any continuing Default in the Securities payment of any series the principal or interest on the Securities) with the written consent (which may include consents obtained in connection with a tender offer or exchange offer for that series of Securities) of the Holders of a majority in aggregate principal amount of the outstanding Securities of all that series affected by such amendment (all such series voting as a separate class)then outstanding; provided that without the consent of each Holder affected, the Issuer and the Holders of a majority in principal amount of the outstanding Securities of all series affected thereby (all such series voting as a separate class) by written notice to the Trustee may waive future compliance by not: (1) change the Company maturity of any Security; (2) reduce the amount, extend the due date or otherwise affect the terms of any scheduled payment of interest on or principal of the Securities; (3) reduce any premium payable upon optional redemption of the Securities, change the date on which any Securities are subject to redemption or otherwise alter the provisions with respect to the redemption of the Securities; (4) make any Security payable in money or currency other than that stated in the Securities; (5) modify or change any provision of this Indenture or the Securities of such series. Notwithstanding related definitions to affect the provisions of this Section 9.02, without the consent of each Holder affected thereby, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (a) change the stated maturity ranking of the Principal of, Securities or any sinking fund obligation or any installment of interest on, such Holder’s SecuritySecurity guarantee in a manner that adversely affects the Holders; (b) reduce the Principal amount thereof or the rate of interest thereon (including any amount in respect of original issue discount); (c) reduce the above stated percentage of outstanding Securities the consent of whose holders is necessary to modify or amend the Indenture with respect to the Securities of the relevant series; and (d6) reduce the percentage in principal amount of outstanding Securities of the relevant series the Holders necessary to consent of whose Holders is required for any supplemental indenture to an amendment or for any waiver of compliance with certain provisions of to this Indenture or certain Defaults and their consequences provided for in 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 ; (7) impair the rights of Holders to receive payments of Securities principal of such series with respect to such covenant or provisioninterest on the Securities; (8) release any Guarantor from any of its obligations under its Security guarantee or this Indenture, shall be deemed not to affect the rights except as permitted by this Indenture; or (9) make any change in this Section 9.02. After an amendment, supplement or waiver under this Indenture Section 9.02 becomes effective, the Issuer shall mail to the Holders a notice briefly describing the amendment, supplement or waiver. Upon the written request of the Issuer, accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the receipt by the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Securities of any other series or as aforesaid and upon receipt by the Trustee of the coupons appertaining to documents described in Section 9.06, the Trustee shall join with the Issuer and the Guarantors in the execution of such Securitiessupplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture, in which case the Trustee may, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of any Holder the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 ‎6.04 and 6.07‎6.07, without prior notice to any Holders, the Company and the Trustee may amend this Indenture and the Securities of any series with the written consent of the Holders of a majority in principal amount of the outstanding Securities of all series affected by such amendment (all such series voting as a separate class), and the Holders of a majority in principal amount of the outstanding Securities of all series affected thereby (all such series voting as a separate class) by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture or the Securities of such series. Notwithstanding the provisions of this Section ‎Section 9.02, without the consent of each Holder affected thereby, an amendment or waiver, including a waiver pursuant to Section ‎Section 6.04, may not: (a) change the stated maturity of the Principal of, or any sinking fund obligation or any installment of interest on, such Holder’s Security; (b) reduce the Principal amount thereof or the rate of interest thereon (including any amount in respect of original issue discount); (c) reduce the above stated percentage of outstanding Securities the consent of whose holders is necessary to modify or amend the Indenture with respect to the Securities of the relevant series; and (d) reduce the percentage in principal amount of outstanding Securities of the relevant series the consent of whose Holders is required for any supplemental indenture or for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in 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 Holders of Securities of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series or of the coupons appertaining to such Securities. It shall not be necessary for the consent of any Holder under this Section ‎Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section ‎Section 9.02 becomes effective, the Company shall give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07, without prior notice to any Holders, the The Company and the Trustee may amend this Indenture and or the Debt Securities of any series without notice to any Holder of a Debt Security of such series but with the written consent of the Holders of at least a majority in principal amount of the outstanding Debt Securities of all series then outstanding affected by such amendment (all such series voting as including, without limitation, consents obtained in connection with a separate class)purchase of, and the Holders of a majority in principal amount of the outstanding Securities of all series affected thereby (all such series voting as a separate class) by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture or the tender offer or exchange offer for, Debt Securities of such series) voting as a single class, by Act of such Holders delivered to the Company and the Trustee. Notwithstanding the provisions of this Section 9.02However, without the consent of each Holder affected therebyof a Debt Security of such series affected, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (a) change reduce the stated maturity amount of the Principal of, or any sinking fund obligation or any installment Debt Securities of interest on, such Holder’s Securityseries whose Holders must consent to an amendment; (b) reduce the Principal amount thereof or the stated rate of or extend the stated time for payment of interest thereon (including on any amount in respect Debt Security of original issue discount)such series; (c) reduce the above stated percentage principal of outstanding Securities or extend the consent Stated Maturity of whose holders is necessary to modify or amend the Indenture with respect to the Securities any Debt Security of the relevant such series; and; (d) reduce the percentage in principal amount premium payable upon the redemption of outstanding Securities any Debt Security of such series or change the relevant time at which any Debt Security of such series the consent of whose Holders is required for may or shall be redeemed as described above under Article V or any supplemental indenture similar provision, whether through an amendment to or for any waiver of compliance with certain provisions Article V, a definition or otherwise; (e) make any Debt Security of this Indenture or certain Defaults such series payable in money other than that stated in the Debt Security of such series; (f) impair the right of any Holder of a Debt Security of such series to receive payment of principal of and their consequences provided for in 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 Holders of interest on such Holder’s Debt Securities of such series on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such covenant or provision, shall be deemed not Holder’s Debt Securities of such series; or (g) make any change to affect the rights under this Indenture amendment provisions that require consent of the Holders of Debt Securities of any other such series or the waiver provisions in Section 6.4 that require consent of the coupons appertaining to Holders of Debt Securities of such Securitiesseries. It shall not be necessary for the consent of any Holder the Holders of such series under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver amendment under this Section 9.02 9.2 becomes effective, the Company shall give mail to the Holders affected thereby of Debt Securities of such series a notice briefly describing the such amendment, supplement or waiver. The Company will mail supplemental indentures failure to give such notice to all Holders upon request. Any failure of the Company to mail Debt Securities of such noticeseries, or any defect therein, shall not, however, in any way not impair or affect the validity of any such supplemental indenture or waiveran amendment under this Section 9.2.

With Consent of Holders. (a) Subject to Sections 6.04 Section 6.07 and 6.07, without prior notice to any Holdersthe extent permitted by applicable law, the Company Company, when authorized by a Board Resolution, and the Trustee may amend this Indenture and the Securities of any series Trustee, together, with the written consent of the Holder or Holders of at least a majority in aggregate principal amount of the outstanding Debt Securities of any series obtained at a meeting of such Holders duly convened pursuant to Section 9.07, may amend, waive or supplement the provisions of this Indenture which affect the Debt Securities of such series or modify the rights of the Holders of Debt Securities of such series under this Indenture. Subject to Section 6.07, the Holder or Holders of a majority in aggregate principal amount of the outstanding Debt Securities of all any series affected by such amendment (all such series voting as a separate class), and the Holders of a majority in principal amount of the outstanding Securities of all series affected thereby (all such series voting as a separate class) by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture in respect of the Debt Securities of such series or the Debt Securities of such series without notice to any other Holder of Debt Securities of such series. Notwithstanding the provisions of this Section 9.02, without Without the consent of each Holder affected therebyof Debt Securities of such series affected, an amendment however, no amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may notmay: (a1) change the stated principal amount at maturity of the Principal of, or any sinking fund obligation or any installment of interest on, such Holder’s Security; (b) reduce the Principal amount thereof or the rate of interest thereon (including any amount in respect of original issue discount); (c) reduce the above stated percentage of outstanding Securities the consent of whose holders is necessary to modify or amend the Indenture with respect to the Debt Securities of the relevant series; and (d) reduce the percentage in principal amount of outstanding Securities of the relevant such series the consent of whose Holders is required for any supplemental indenture must consent to an amendment, supplement or for any waiver of compliance with certain provisions any provision of this Indenture or certain Defaults and their consequences provided the Debt Security of such series; (2) reduce the rate or extend the time for in this Indenture. A supplemental indenture which changes payment of interest or eliminates Additional Amounts on any covenant or other provision Debt Securities of this Indenture which has expressly been included solely for such series; (3) reduce the benefit principal amount of one or more particular series any Debt Security of Securitiessuch series; (4) change the Maturity Date of any Debt Security of such series, or which modifies alter the provisions of Section 4.03 or any of the redemption provisions of the Debt Securities of such series in a manner adverse to any Holder of Debt Securities of such series; (5) make any changes in the provisions concerning waivers of Defaults or Events of Default by Holders of the Debt Securities of such series or the rights of Holders of Debt Securities of such series to recover the principal of, interest on, or redemption payment with respect to to, any Debt Security of such covenant series; (6) make any changes in Section 6.04, 6.07 or provisionthis third sentence of this Section 9.02; (7) make the principal of, shall be deemed not to or the interest on any Debt Security of such series payable in money other than as provided for in this Indenture and the Debt Securities of such series as in effect on the date hereof; or (8) affect the rights under this Indenture ranking of the Debt Securities of such series in a manner adverse to the Holders of Debt Securities of any other series or of the coupons appertaining to such Securities. series. (b) It shall not be necessary for the consent of the Holders of Debt Securities of any Holder series under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. . (c) After an amendment, supplement or waiver in respect of Debt Securities of any series under this Section 9.02 becomes effective, the Company shall give mail to the Holders of Debt Securities of such series affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiverindenture.

With Consent of Holders. Subject to Sections 6.04 and 6.07, without prior notice to any Holders, the (a) The Company and the Trustee may amend or supplement this Junior Indenture and the Securities of in any series with the written consent of the Holders of a majority in principal amount of the outstanding Securities of all series affected manner not permitted by such amendment (all such series voting as a separate class)Section 9.01 hereof, and the Holders of a majority in principal amount of the outstanding Securities of all series affected thereby (all such series voting as a separate class) by written notice to the Trustee or may waive future compliance by the Company with any provision of this Indenture or the Securities of such series. Notwithstanding the provisions of this Section 9.02Junior Indenture, with the consent of the Holders of at least a majority in aggregate principal amount of the Debentures of each series affected thereby. Such an amendment or waiver may not, without the consent of each Holder of the Debentures affected thereby, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (a1) reduce the principal amount of such Debentures; (2) reduce the percentage of principal amount of such Debentures the Holders of which must consent to an amendment of this Junior Indenture or a waiver; (3) change the stated maturity of the Principal of, principal of or any sinking fund obligation the interest on or any installment rate of interest onof such Debentures; or (4) extend the time of payment of interest on such Debentures, except as provided herein; provided that, in the case of the outstanding Debentures of a series then held by a Trust, (i) no such Holder’s amendment shall be made that adversely affects the holders of the Trust Preferred Securities of that Trust, (ii) no termination of the Indenture may occur, and (iii) no waiver of any Event of Default with respect to the Debentures of that series or compliance with any covenant under this Indenture shall be effective, in each case without the prior consent of the holders of at least a majority of the aggregate liquidation preference of the outstanding Trust Preferred Securities of that Trust or the holder of each such Preferred Security;, as applicable. (b) reduce the Principal amount thereof or the rate of interest thereon (including any amount in respect of original issue discount); (c) reduce the above stated percentage of outstanding Securities the consent of whose holders is necessary to modify or amend the Indenture with respect to the Securities of the relevant series; and (d) reduce the percentage in principal amount of outstanding Securities of the relevant series the consent of whose Holders is required for any supplemental indenture or for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this Indenture. A supplemental indenture which Junior Indenture that changes or eliminates any covenant or other provision of this Junior Indenture which that has expressly been included solely for the benefit of one or more particular series of SecuritiesDebentures, or which modifies the rights of the Holders of Securities Debentures of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Junior Indenture of the Holders of Securities Debentures of any other series or of the coupons appertaining to such Securities. series. (c) It shall not be necessary for the consent of any Holder the Holders of Debentures or holders of Trust Preferred Securities under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. . (d) If certain Holders agree to defer or waive certain obligations of the Company hereunder with respect to Debentures held by them, such deferral or waiver shall not affect the rights of any other Holder to receive the payment or performance required hereunder in a timely manner. (e) After an amendment, supplement amendment or waiver under this Section 9.02 becomes effective, the Company shall give mail to the Holders affected thereby each Holder a notice briefly describing the amendment, supplement amendment or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such noticenotices, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture amendment or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07, without prior notice to any Holders, the Company and the Trustee may amend this Indenture and the Securities of any series with the written consent of the Holders of a majority in principal Principal amount of the outstanding Securities of all each series affected by such amendment (all such series voting together as a separate single class), and the Holders of a majority in principal Principal amount of the outstanding Securities of all each series affected thereby (all such series voting together as a separate single class) by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture or the Securities of such series. Notwithstanding the provisions of this Section 9.02, without the consent of each Holder affected thereby, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (a) change the stated maturity of the Principal of, or any sinking fund obligation or any installment of interest on, such Holder’s Security;, (b) reduce the Principal amount thereof or the rate of interest thereon (including any amount in respect of original issue discount); (c) reduce the above stated percentage of outstanding Securities the consent of whose holders is necessary to modify or amend the Indenture with respect to the Securities of the relevant series; and (d) reduce the percentage in principal Principal amount of outstanding Securities of the relevant series the consent of whose Holders is required for any supplemental indenture or for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in 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 Holders of Securities of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series or of the coupons appertaining to such Securitiesseries. It shall not be necessary for the consent of any Holder under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07, without prior notice to any Holders, With the Company and the Trustee may amend this Indenture and the Securities of any series with the written consent of the Holders of a majority in aggregate principal amount of the then outstanding Securities of all series affected by such amendment issued pursuant to this Indenture (all such series including any additional Securities issued pursuant to this Indenture after the Issue Date), voting as a separate single class), the Corporation and the Trustee may amend this Indenture or enter into one or more supplemental indentures to this Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Securities or of modifying in any manner the rights of the Holders under this Indenture, including the definitions herein; provided that (i) if any such amendment or supplement would by its terms disproportionately and adversely affect any Series of Securities under this Indenture, such amendment or supplement shall also require the consent of the Holders of a majority in aggregate principal amount of the then outstanding Securities of such Series issued pursuant to this Indenture (including any additional Securities of such Series issued pursuant to this Indenture after the Issue Date) and (ii) if any such amendment or supplement would only affect the Securities of some but not all Series, then only the consent of the Holders of a majority in aggregate principal amount of the then outstanding Securities of all series such affected thereby Series issued pursuant to this Indenture (including any additional Securities of any such Series issued pursuant to this Indenture after the Issue Date) (and not the consent of a majority in aggregate principal amount of all the then outstanding Securities issued under this Indenture) shall be required; and provided, further, that the Corporation and the Trustee may not, without the consent of the Holder of each outstanding Security of a Series affected thereby: (1) reduce the principal amount of Securities of such series Series whose Holders must consent to an amendment, supplement or waiver; (2) reduce the rate of (or change the manner of the calculation of the rate of), or extend the time for payment of, interest on any Security of such Series; (3) reduce the principal of or extend the fixed maturity of any Security of such Series; (4) reduce the portion of the principal amount of a Discounted Security of such Series payable upon acceleration of its maturity; (5) make any Security of such Series payable in money other than that stated in such Security; or (6) impair the ability of Holders of the Securities of such Series to institute suit to enforce the obligation of the Corporation to make any principal, premium or interest payment due in respect of such Securities. The Holders of a majority in aggregate principal amount of the then outstanding Securities issued pursuant to this Indenture (including any additional Securities issued pursuant to this Indenture after the Issue Date), voting as a separate single class) by written notice , may on behalf of the Holders of all the Securities issued pursuant to the Trustee may this Indenture waive future any past Default under this Indenture and its consequences or compliance by the Company with any provision provisions of this Indenture or the Securities; provided that (i) if any such waiver would by its terms disproportionately and adversely affect any Series of Securities under this Indenture, such waiver shall also require the consent of the Holders of a majority in aggregate principal amount of the then outstanding Securities of such series. Notwithstanding Series issued pursuant to this Indenture (including any additional Securities of such Series issued pursuant to this Indenture after the provisions Issue Date) and (ii) if any such waiver would only affect the Securities of some but not all Series, then only the consent of the Holders of a majority in aggregate principal amount of the then outstanding Securities of all such affected Series issued pursuant to this Section 9.02Indenture (including any additional Securities of any such Series issued pursuant to this Indenture after the Issue Date) (and not the consent of a majority in aggregate principal amount of all the then outstanding Securities issued under this Indenture) shall be required; and provided, further, that no waiver shall be effective without the consent of the Holder of each Holder outstanding Security affected therebythereby in the case of a Default (1) in any payment of principal, an amendment or waiverpremium, including a waiver pursuant to Section 6.04, may not: (a) change the stated maturity of the Principal ofif any, or any sinking fund obligation or any installment of interest on, such Holder’s Security; (b) reduce the Principal amount thereof or the rate of interest thereon (including any amount due in respect of original issue discount); any Security or (c2) reduce the above stated percentage in respect of outstanding Securities other provisions which under this Indenture cannot be modified or amended without the consent of whose holders is necessary to modify or amend the Indenture with respect to the Securities Holder of the relevant series; and (d) reduce the percentage in principal amount of each outstanding Securities of the relevant series the consent of whose Holders is required for any supplemental indenture or for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in 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 Holders of Securities of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series or of the coupons appertaining to such SecuritiesSecurity affected. It shall not be necessary for the consent of any Holder the Holders under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.076.07(b), without prior notice to any Holders, the Company and the Trustee may amend this Indenture and the Securities of any series with the written consent of the Holders of a majority in principal amount of the outstanding Securities of all series affected by such amendment (all such series voting as a separate class), and the Holders of a majority in principal amount of the outstanding Securities of all series affected thereby (all such series voting as a separate class) by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture or the Securities of such series. Notwithstanding the provisions of this Section 9.02, without the consent of each Holder affected thereby, an amendment or waiver, including a waiver pursuant to Section 6.046.07(b), may not: (a) change the stated maturity of the Principal of, or any sinking fund obligation or any installment of interest on, such Holder’s Security;, (b) reduce the Principal amount thereof or the rate of interest thereon (including any amount in respect of original issue discount); (c) reduce the above stated percentage of outstanding Securities the consent of whose holders is necessary to modify or amend the Indenture with respect to the Securities of the relevant series; and (d) reduce the percentage in principal amount of outstanding Securities of the relevant series the consent of whose Holders is required for any supplemental indenture or for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in 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 Holders of Securities of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series or of the coupons appertaining to such Securities. It shall not be necessary for the consent of any Holder under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07Except as provided below in this Section 9.2, without prior notice to any Holdersthis Indenture, the Company and the Trustee Securities may amend this Indenture and the Securities of any series with the written consent of the Holders of a majority in principal amount of the outstanding Securities of all series affected by such amendment (all such series voting as a separate class)be amended or supplemented, and the Holders of a majority noncompliance in principal amount of the outstanding Securities of all series affected thereby (all such series voting as a separate class) by written notice to the Trustee may waive future compliance by the Company any particular instance with any provision of this Indenture or the Securities may be waived, in each case with the written consent of such the Holders of at least a majority in aggregate principal amount of the then outstanding Securities affected thereby; provided, however , that any amendment to or supplement of this Indenture or the Securities that by its terms affects the rights of Holders of any series of then outstanding Securities but not the others series may be effected, and any default or compliance with any provision of this Indenture affecting the Holders of any series of then outstanding Securities but not the other series may be waived, with the consent of at least a majority in aggregate principal amount of the Securities of the affected series. Notwithstanding the provisions of this Section 9.02, without Without the consent of each Holder of Securities that is affected thereby, an amendment or waiver, including a waiver pursuant to under this Section 6.04, 9.2 may not: (a) change reduce the stated maturity aggregate principal amount of Securities of any series the Principal ofHolders of which must consent to an amendment, supplement modification or waiver of any sinking fund obligation or any installment provision of interest on, such Holder’s Securitythis Indenture; (b) reduce the Principal amount thereof or the rate of or extend the time for payment of interest thereon (including on any amount in respect series of original issue discount)Securities; (c) reduce the above principal of or change the stated percentage maturity of outstanding Securities the consent any series of whose holders is necessary to modify or amend the Indenture with respect to the Securities of the relevant series; andSecurities; (d) change the date on which any Security of any of series may be subject to redemption, or reduce the percentage premium payable upon the redemption or repurchase thereof; (e) make any Security of any series payable in principal amount of outstanding Securities of currency other than that stated in the relevant series the consent of whose Holders is required for Security; 33 (f) modify or change any supplemental indenture or for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this Indenture. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture affecting the ranking of the Securities of any series in a manner which has expressly been included solely adversely affects the Holders thereof; (g) modify or make any change in Article XII which adversely affects the rights of any Holder; (h) impair the right of any Holder of Securities to institute suit for the benefit enforcement of one any payment in or more particular with respect to any such series of Securities, or ; or (i) make any change in the foregoing amendment and waiver provisions which modifies the rights of Holders of Securities of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series or of the coupons appertaining to such Securitiesrequire each Holder’s consent. It shall not be necessary for the consent of any Holder the Holders under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement amendment or waiver under this Section 9.02 9.2 becomes effective, the Company shall give mail to the Holders affected thereby a notice briefly describing the amendment, supplement amendment or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07, without prior notice to any Holders, the (a) The Company and the Trustee may amend or supplement this Indenture and the Securities of any series with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Securities of all series affected by such amendment (all such series voting as a separate class), and the Holders of a majority in principal amount of the outstanding Securities of all series affected thereby (all such series voting as a separate class) by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture or the Securities of such seriesOutstanding Securities. Notwithstanding the provisions of this Section 9.02However, without the written consent of each Holder affected therebyaffected, an amendment or waiver, including a waiver pursuant to Section 6.04, supplement may not: (a1) change the stated maturity Stated Maturity of the Principal of, or any sinking fund obligation payment of principal of or any installment of interest onon any Security (including the payment of Additional Interest or Special Interest, if any); (2) reduce the principal amount of Securities or alter the manner or rate of accrual of interest (including Additional Interest or Special Interest) on the Securities; (3) reduce the Fundamental Change Purchase Price payable with respect to any of the Securities; (4) change the Company’s obligation to repurchase any Security upon a Fundamental Change in a manner adverse to such Holder’s ; (5) change any place of payment where, or the currency in which, any principal or interest (including Additional Interest or Special Interest) in respect of any Security is payable; (6) make any change that adversely affects the conversation rights of any Holder of Securities; (7) impair the right of any Holder of a Security to receive payment of principal and interest (including any Additional Interest or Special Interest) on such Holders’ Securities when due; (8) impair the right to institute suit for the enforcement of any payment on or with respect to any Security; (b) reduce the Principal amount thereof or the rate of interest thereon (including any amount in respect of original issue discount); (c) reduce the above stated percentage of outstanding Securities the consent of whose holders is necessary to modify or amend the Indenture with respect to the Securities of the relevant series; and (d9) reduce the percentage in principal amount of outstanding Securities the Securities, the consent of whose Holders is required to amend or supplement this Indenture or the relevant series Securities, or the consent of whose Holders is required for any supplemental indenture or for any waiver of compliance with certain various provisions of this Indenture or certain Defaults the Securities or various defaults thereunder and their consequences provided for in this the Indenture. A supplemental indenture which changes ; or (10) modify any of the foregoing provisions described in clause (9) above except to increase any such percentage or eliminates any covenant or to provide that other provision provisions of this Indenture which has expressly been included solely for or the benefit of one or more particular series of Securities, or which modifies the rights of Holders of Securities of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series or of the coupons appertaining to such Securities. It shall cannot be necessary for modified or waived without the consent of any the Holder under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall give to the Holders each outstanding Security affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiverthereby.

With Consent of Holders. Subject to Sections 6.04 and 6.07, without prior notice to any Holders, the Company The Issuer and the Trustee may amend this Indenture and or the Securities of any series Series without notice to any Holder but with the written consent of the Holders of at least a majority in principal amount of the outstanding Securities of all series each Series then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities) affected by such amendment. However, without the consent of each Holder affected, an amendment may not: (all such series voting as a separate class), and 1) make any change to the Holders percentage of a majority in principal amount of the outstanding Securities of all series affected thereby (all such series voting as a separate class) by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture or the Securities of such series. Notwithstanding the provisions of this Section 9.02Series, without the consent of each Holder affected thereby, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (a) change the stated maturity of the Principal of, or any sinking fund obligation or any installment of interest on, such Holder’s Security; (b) reduce the Principal amount thereof or the rate of interest thereon (including any amount in respect of original issue discount); (c) reduce the above stated percentage of outstanding Securities the consent of whose holders is necessary to modify or amend the Indenture with respect to the Securities of the relevant series; and (d) reduce the percentage in principal amount of outstanding Securities of the relevant series the consent of whose Holders is required for any supplemental indenture amendment, 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 consequences) provided for in this Indenture. A supplemental indenture which changes ; (2) reduce the principal amount of, premium, if any, or eliminates interest on, or extend the Stated Maturity or interest payment periods of any covenant Security; (3) make any Security payable in money or securities other provision than those stated in the Security; (4) make any change that adversely affects such Holder’s right to require the Issuer to purchase the Securities in accordance with the terms thereof and this Indenture; (5) impair the right of any Holder to institute suit for the enforcement of any payment with respect to the Securities; (6) in the case of any subordinated Securities, or coupons appertaining thereto, make any change in the provisions of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies relating to subordination that adversely affects the rights of Holders any Holder under such provisions; or (7) make any change in Section 6.04 or 6.07 or the second sentence of Securities of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series or of the coupons appertaining to such SecuritiesSection 9.02. It shall not be necessary for the consent of any Holder the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver amendment under this Section 9.02 becomes effective, the Company Issuer shall give mail to the all affected Holders affected thereby a notice briefly describing the such amendment, supplement or waiver. The Company will mail supplemental indentures failure to Holders upon request. Any failure of the Company give such notice to mail all such noticeHolders, or any defect therein, shall not, however, in any way not impair or affect the validity of any such supplemental indenture or waiveran amendment under this Section.

With Consent of Holders. Subject to Sections 6.04 and 6.07, without prior notice to any Holders, the Company and the Trustee may amend this Indenture and the Securities of any series with the written consent of the Holders of a majority in principal Principal amount of the outstanding Securities of all series affected by such amendment (all such series voting together as a separate single class), and the Holders of a majority in principal Principal amount of the outstanding Securities of all series affected thereby (all such series voting together as a separate single class) by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture or the Securities of such series. Notwithstanding the provisions of this Section 9.02, without the consent of each Holder affected thereby, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (a) change the stated maturity of the Principal of, or any sinking fund obligation or any installment of interest on, such Holder’s Security;, (b) reduce the Principal amount thereof or the rate of interest thereon (including any amount in respect of original issue discount); (c) reduce the above stated percentage of outstanding Securities the consent of whose holders Holders is necessary to modify or amend the Indenture with respect to the Securities of the relevant series; and (d) reduce the percentage in principal Principal amount of outstanding Securities of the relevant series the consent of whose Holders is required for any supplemental indenture or for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in 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 Holders of Securities of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series or of the coupons appertaining to such Securities. It shall not be necessary for the consent of any Holder under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07, without prior notice to any Holders, the Company and the Trustee may amend this Indenture and the Securities of any series with the written consent of the Holders of a majority in principal amount of the outstanding Securities of all series affected by such amendment (all such series voting as a separate class), and the Holders of a majority in principal amount of the outstanding Securities of all series affected thereby (all such series voting as a separate class) by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture or the Securities of such series. Notwithstanding the provisions of this Section 9.02, without the consent of each Holder affected thereby, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (a) change the stated maturity of the Principal of, or any sinking fund obligation or any installment of interest on, such Holder’s Security;, (b) reduce the Principal amount thereof or the rate of interest thereon (including any amount in respect of original issue discount); (c) reduce the above stated percentage of outstanding Securities the consent of whose holders is necessary to modify or amend the Indenture with respect to the Securities of the relevant series; and (d) reduce the percentage in principal amount of outstanding Securities of the relevant series the consent of whose Holders is required for any supplemental indenture or for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in 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 Holders of Securities of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series or of the coupons appertaining to such Securities. It shall not be necessary for the consent of any Holder under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07, without prior notice to any Holders, the The Company and the Trustee may amend this Indenture and the Securities of in any series with the written consent of the Holders of a majority in principal amount of the outstanding Securities of all series affected manner not permitted by such amendment (all such series voting as a separate class), and the Holders of a majority in principal amount of the outstanding Securities of all series affected thereby (all such series voting as a separate class) by written notice to the Trustee Section 9.01 or may waive future compliance by the Company with any provision provisions of this Indenture with the consent of the Holders of a majority in aggregate principal amount of the Debentures of each series affected thereby. Such an amendment or the Securities of such series. Notwithstanding the provisions of this Section 9.02waiver may not, without the consent of each Holder of the Debentures affected thereby, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (a1) reduce the principal amount of such Debentures; (2) reduce the principal amount of such Debentures the Holders of which must consent to an amendment of this Indenture or a waiver; (3) change the stated maturity of the Principal of, principal of or any sinking fund obligation the interest on or any installment rate of interest on, on such Holder’s SecurityDebentures or the manner of calculation thereof; (b4) reduce change adversely to the Principal amount thereof or Holders the rate redemption provisions of interest thereon Article 3 hereof; (including any amount 5) change the currency in respect of original issue discount)which the payments on such Debentures are to be made; (c6) reduce make any change in Article 10 hereof that adversely affects the above stated percentage rights of the Holders of the Debentures or any change to any other Section hereof that adversely affects their rights under Article 10 hereof; or (7) change Section 6.07 hereof; provided that, in the case of the outstanding Debentures of a series then held by a Trust, no such amendment shall be made that adversely affects the holders of the Preferred Securities the consent of whose holders is necessary to modify or amend the Indenture that Trust, and no waiver of any Event of Default with respect to the Debentures of that series or compliance with any covenant under this Indenture shall be effective, without the prior consent of the holders of a majority of the aggregate liquidation amount of the outstanding Preferred Securities of that Trust or the relevant series; and (d) reduce the percentage in principal amount holder of outstanding Securities of the relevant series the consent of whose Holders is required for any supplemental indenture or for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this Indentureeach such Preferred Security, as applicable. 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 SecuritiesDebentures, or which modifies the rights of the Holders of Securities Debentures 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 Debentures of any other series or of the coupons appertaining to such Securitiesseries. It shall not be necessary for the consent of any Holder the Holders of Debentures or holders of Preferred Securities under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. If certain Holders agree to defer or waive certain obligations of the Company hereunder with respect to Debentures held by them, such deferral or waiver shall not affect the rights of any other Holder to receive the payment or performance required hereunder in a timely manner. After an amendment, supplement amendment or waiver under this Section 9.02 becomes effective, the Company shall give mail to the Holders affected thereby each Holder a notice briefly describing the amendment, supplement amendment or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such noticenotices, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture amendment or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07, without prior notice to any Holders, the Company and the Trustee may amend this Indenture and the Securities of any series with the written consent of the Holders of a majority in principal amount of the outstanding Securities of all series affected by such amendment (all such series voting as a separate class), and the Holders of a majority in principal amount of the outstanding Securities of all series affected thereby (all such series voting as a separate class) by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture or the Securities of such series. Notwithstanding the provisions of this Section ‎Section 9.02, without the consent of each Holder affected thereby, an amendment or waiver, including a waiver pursuant to Section ‎Section 6.04, may not: (a) change the stated maturity of the Principal of, or any sinking fund obligation or any installment of interest on, such Holder’s Security; (b) reduce the Principal amount thereof or the rate of interest thereon (including any amount in respect of original issue discount); (c) reduce the above stated percentage of outstanding Securities the consent of whose holders is necessary to modify or amend the Indenture with respect to the Securities of the relevant series; and (d) reduce the percentage in principal amount of outstanding Securities of the relevant series the consent of whose Holders is required for any supplemental indenture or for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in 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 Holders of Securities of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series or of the coupons appertaining to such Securities. It shall not be necessary for the consent of any Holder under this Section ‎Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section ‎Section 9.02 becomes effective, the Company shall give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07, without prior notice to any HoldersThe Company, the Company Guarantors and the Trustee may amend or supplement this Indenture and or the Securities of a Series without notice to any series Securityholder of such Series but with the written consent of the Holders of at least a majority in principal amount of the outstanding Securities of each such Series affected by the amendment. Each such Series shall vote as a separate class. The Holders of a majority in principal amount of the outstanding Securities of all series affected by such amendment (all such series voting as a separate class), and the Holders of a majority in principal amount of the outstanding Securities of all series affected thereby (all such series voting as a separate class) by written notice to the Trustee any Series may waive future compliance by the Company with any provision of this Indenture or the Securities of such series. Notwithstanding the provisions Series or of this Section 9.02, Indenture relating to such Series without notice to any Securityholder. Without the consent of each Holder affected therebySecurityholder of a Series affected, however, an amendment amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may not: (a1) change the stated maturity of the Principal of, or any sinking fund obligation principal of or any installment of interest on, such Holder’s Securitywith respect to the affected Securities; (b2) reduce the Principal principal amount thereof of, or the rate of interest thereon (including any amount in respect of original issue discount)on, the affected Securities; (c3) change the currency of payment of principal of or interest on the affected Securities; (4) change the redemption provisions, if any, of any affected Securities in any manner adverse to the Holders of such Series of Securities; (5) impair the right to institute suit for the enforcement of any payment on or with respect to the affected Securities; (6) reduce the above above-stated percentage of outstanding Holders of Securities the consent of whose holders is any affected Series necessary to modify or amend the this Indenture with respect relating to the Securities of the relevant series; andsuch Series; (d7) modify the foregoing requirements or reduce the percentage in principal amount of outstanding Securities of the relevant series the consent of whose Holders is required for any supplemental indenture or for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this Indenture. A supplemental indenture which changes or eliminates necessary to waive any covenant or other past default; (8) in the case of any convertible debt securities, adversely affect the right to convert the affected Securities into Capital Stock in accordance with the provisions of the applicable Series; (9) modify the subordination provisions applicable to a Series in a manner adverse to the Holders of Securities of such Series then outstanding; or (10) waive a default in the payment of the principal of or interest on any affected Security. An amendment of a provision of this Indenture which has expressly been included solely for the benefit of one or more particular series Series does not affect the interests of Securities, or which modifies Securityholders of any other Series. Only the rights holders of Holders a majority in principal amount of Securities of such series a particular Series may waive compliance with respect a provision of this Indenture relating to such covenant Series or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series or of the coupons appertaining such Series having applicability solely to such SecuritiesSeries. It shall not be necessary for the consent of any Holder the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiversupplement, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07, without prior notice to any Holders, the Company and the Trustee may amend this Indenture and the Securities of any series with the written consent of the Holders of a majority in principal amount of the outstanding Securities of all series affected by such amendment (all such series voting as a separate class), and the Holders of a majority in principal amount of the outstanding Securities of all series affected thereby (all such series voting as a separate class) by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture or the Securities of such series. Notwithstanding the provisions of this Section 9.02, without the consent of each Holder affected thereby, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (ai) change the stated maturity of the Principal of, or any sinking fund obligation or any installment of interest on, such Holder’s 's Security; (bii) reduce the Principal amount thereof or the rate of interest thereon (including any amount in respect of original issue discount); (ciii) if applicable, reduce any amount payable upon redemption of Securities of the relevant series; (iv) if applicable, change the Company's obligation to redeem Securities of the relevant series upon a fundamental change as defined in the relevant indenture supplemental hereto; (v) impair the right of such Holder to institute suit for payment on such Holder's Security when due; (vi) change the currency in which payment of the Principal of and interest on the Securities of the relevant series shall be payable; (vii) if applicable, impair any right of a Holder to convert or exchange Securities of the relevant series; (viii) modify the subordination provisions of this Indenture with respect to the Securities of the relevant series so that the rights of Holders of Securities of such series are adversely affected; (ix) reduce the above stated percentage of outstanding Securities the consent of whose holders Holders is necessary to modify or amend the Indenture with respect to the Securities of the relevant series; and (dx) reduce the percentage in principal amount of outstanding Securities of the relevant series the consent of whose Holders is required for any supplemental indenture or indenture, for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in 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 Holders of Securities of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series or of the coupons appertaining to such Securitiesseries. It shall not be necessary for the consent of any Holder under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.076.07(b), without prior notice to any Holders, the Company and the Trustee may amend this Indenture and the Securities of any series with the written consent of the Holders of a majority in principal amount of the outstanding Securities of all series affected by such amendment (all such series voting as a separate class), and the Holders of a majority in principal amount of the outstanding Securities of all series affected thereby (all such series voting as a separate class) by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture or the Securities of such series. Notwithstanding the provisions of this Section 9.02, without the consent of each Holder affected thereby, an amendment or waiver, including a waiver pursuant to Section 6.046.07(b), may not: (a) change the stated maturity of the Principal of, or any sinking fund obligation or any installment of interest on, such Holder’s Security;, (b) reduce the Principal amount thereof or the rate of interest thereon (including any amount in respect of original issue discount); (c) reduce the above stated percentage of outstanding Securities the consent of whose holders is necessary to modify or amend the Indenture with respect to the Securities of the relevant series; andor (d) reduce the percentage in principal amount of outstanding Securities of the relevant series the consent of whose Holders is required for any supplemental indenture or for any waiver of compliance with certain provisions of this Indenture or certain Defaults defaults and their consequences provided for in 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 Holders of Securities of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series or of the coupons appertaining to such Securities. It shall not be necessary for the consent of any Holder under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07The Company, without prior notice to any Holders, the Company Guarantors and the Trustee may modify or amend this Indenture and or the Securities of or the Guarantees without notice to any series Holder but with the written consent of the Holders of not less than a majority in aggregate principal amount of the Securities then outstanding Securities of all series affected by such amendment (all such series voting as including consents obtained in connection with a separate classtender offer or exchange offer for the Securities), and the Holders of a majority in principal amount of the outstanding Securities of all series affected thereby (all such series voting as a separate class) by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture or the Securities of such series. Notwithstanding the provisions of this Section 9.02However, without the consent of each Holder affected thereby, an a modification or amendment or waiver, including a waiver pursuant to Section 6.04, may not: (a) change the stated maturity Stated Maturity of the Principal principal of, or any sinking fund obligation or any installment of interest (including Special Interest) on, any Security, or reduce the principal amount thereof or the rate of interest (including Special Interest, if any) thereon or any premium payable upon the redemption thereof, or change the coin or currency in which the principal of any Security or any premium or the interest (including Special Interest) thereon is payable, or impair the right to institute suit for the enforcement of any such Holder’s Securitypayment after the Stated Maturity thereof (or, in the case of redemption, on or after the redemption date); (b) reduce the Principal amount thereof of, or change the rate coin or currency of, or impair the right to institute suit for the enforcement of, the Change of interest thereon (including any amount in respect of original issue discount)Control Purchase Price; (c) reduce the above stated percentage of outstanding Securities the consent of whose holders is necessary to modify or amend the Indenture with respect to the Securities of the relevant series; and (d) reduce the percentage in principal amount of the outstanding Securities of the relevant series Securities, 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 defaults hereunder and their consequences consequences) provided for in this Indenture. A supplemental indenture which changes ; or (d) modify any of the provisions of this Section or eliminates any covenant Sections 6.04, 6.07 and 4.15, except to increase the percentage of outstanding Securities the consent of whose Holders is required for such actions or to provide that certain other provision provisions of this Indenture which has expressly been included solely for cannot be modified or waived without the benefit of one or more particular series of Securities, or which modifies the rights of Holders of Securities of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture consent of the Holders Holder of Securities of any other series or of the coupons appertaining to such Securitieseach Security affected thereby. It shall not be necessary for the consent of any Holder the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver amendment under this Section 9.02 becomes effective, the Company shall give mail to the Holders affected thereby a notice briefly describing the such amendment, supplement or waiver. The Company will mail supplemental indentures failure to Holders upon request. Any failure of the Company give such notice to mail such noticeall Holders, or any defect therein, shall not, however, in any way not impair or affect the validity of any such supplemental indenture or waiveran amendment under this Section.

With Consent of Holders. Subject to Sections 6.04 and 6.07, without prior notice to any Holders, the The Company and the Trustee may amend this Indenture and or the Securities of without notice to any series Securityholder but with the written consent of the Holders of at least a majority in principal amount of the outstanding Securities of all series affected by such amendment (all such series voting as a separate class), and the Holders of a majority in principal amount of the outstanding Securities of all series affected thereby (all such series voting as a separate class) by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture or the Securities of such seriesSecurities. Notwithstanding the provisions of this Section 9.02However, without the consent of each Holder affected therebySecurityholder affected, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (a1) change reduce the stated maturity amount of Securities whose Holders must consent to an amendment; (2) reduce the Principal of, rate of or any sinking fund obligation or any installment extend the time for payment of interest on, such Holder’s on any Security; (b3) reduce the Principal amount thereof principal of or extend the rate fixed maturity of interest thereon (including any amount in respect of original issue discount)Security; (c4) reduce the above premium payable upon the redemption of any Security or change the time at which any Security may or shall be redeemed; (5) make any Security payable in money other than that stated percentage in the Security; or (6) make any change in Section 5.04 or this Section; and, provided further, that in case more than one series of outstanding Securities the consent of whose holders is necessary to modify (or amend the Indenture with respect to the Securities of the relevant series; and (da single series which have different Terms) reduce the percentage in principal amount of shall be outstanding Securities of the relevant series the consent of whose Holders is required for any supplemental indenture or for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in under this Indenture. A supplemental indenture which changes or eliminates , and 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 such proposed amendment shall affect the rights of Holders of the Securities of one or more series (or Securities of a single series which have different Terms) and shall not affect the rights of Holders of the Securities of one or more of the other series (or Securities of a single series which have different Terms), then only Holders of Securities to be affected shall have authority or be required to consent to or approve such series with respect to such covenant or provision, amendment. Any waiver of a default provided for in Section 5.04 shall be deemed not to affect the rights under this Indenture Securities of all series, and, subject to the foregoing, any modification of the Holders provisions of any sinking fund or covenant established in respect of Securities of any other a particular series (or Securities of a single series having the coupons appertaining same Terms) shall be deemed to affect only such Securities. It shall not be necessary for the consent of any Holder the Holders under this Section 9.02 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver amendment under this Section 9.02 becomes effective, the Company shall give mail to Holders of the Holders affected thereby Securities a notice briefly describing the such amendment, supplement or waiver. The Company will mail supplemental indentures failure to give such notice to all Securityholders (or all Holders upon request. Any failure of the Company to mail such noticeaffected Securities), or any defect therein, shall not, however, in any way not impair or affect the validity of any such supplemental indenture or waiveran amendment under this Section.

With Consent of Holders. Subject to Sections 6.04 and 6.07, without prior notice to any Holders, the Company and the Trustee (a) This Indenture may amend this Indenture and the Securities of any series be amended with the written consent of the registered Holders of a majority in aggregate principal amount of the then outstanding Securities of all each series affected by such the amendment (all such series voting as one class (including consents obtained in connection with a separate classtender offer or exchange offer for such Securities), and any past default or compliance with any provisions may also be waived (except a default in the payment of principal, premium or interest and under Section 8.02(b) below) with the consent of the registered Holders of at least a majority in aggregate principal amount of the then outstanding Securities of all series the affected thereby (all such series voting as a separate one class. (b) by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture or the Securities of such series. Notwithstanding the provisions of this Section 9.02However, without the consent of each Holder of an outstanding Security of the affected therebyseries, an no amendment or waiver, including a waiver pursuant to Section 6.04, may not:may, (ai) change the stated maturity due date of the Principal principal of, or any sinking fund obligation or any installment of principal of or interest on, such Holder’s on any Security; (bii) reduce the Principal principal amount thereof of, or the interest rate of interest thereon (including on, any amount in respect of original issue discount)Security; (ciii) reduce change the above stated percentage place or currency of outstanding Securities payment of principal of, or any premium or interest on any Security; (iv) impair the consent right to institute suit for the enforcement of whose holders is necessary to modify any payment on or amend the Indenture with respect to the Securities of the relevant seriesany Security; andor (dv) reduce the percentage in principal amount of the then outstanding Securities of the relevant series Securities, the consent of whose Holders holders is required for any supplemental indenture modification or amendment of the indenture, for any waiver of compliance with certain provisions of this Indenture the indenture or for waiver of certain Defaults and their consequences provided for in 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 Holders of Securities of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture defaults. (c) The consent of the Holders of the Securities of any other series or of the coupons appertaining to such Securities. It shall not be necessary for the consent of any Holder under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it . It shall be sufficient if such consent approves the substance thereof. of the proposed amendment. (d) After an amendment, supplement or waiver under this Section 9.02 amendment that requires the consent of the Holders of the affected Securities becomes effective, the Company shall give mail to each registered Holder of the Holders affected thereby Securities at such holder’s address appearing in the security register a notice briefly describing such amendment. However, the amendment, supplement or waiver. The Company will mail supplemental indentures failure to give such notice to all Holders upon request. Any failure of the Company to mail such noticeSecurities, or any defect therein, shall not, however, in any way not impair or affect the validity of the amendment. (e) Upon the written request of the Company accompanied by an Officers’ Certificate authorizing the execution of any such supplemental indenture, and upon the receipt by the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders as aforesaid and upon receipt by the Trustee of the documents described in Section 8.06, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture adversely affects the Trustee’s own rights, duties or waiverimmunities under this Indenture, in which case the Trustee may, but shall not be obligated to, enter into such supplemental indenture.

With Consent of Holders. Subject to Sections 6.04 and 6.07, without prior notice to any Holders, the Company Company, the Subsidiary Guarantors and the Trustee may amend this Indenture and the Securities of any series with the written consent of the Holders of a majority in principal Principal amount of the outstanding Securities of all each series affected by such amendment (all such series voting as a separate class)amendment, and the Holders of a majority in principal Principal amount of the outstanding Securities of all each series affected thereby (all such series voting as a separate class) by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture or the Securities of such series. Notwithstanding the provisions of this Section 9.02, without the consent of each Holder affected thereby, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (a) change the stated maturity of the Principal of, or any sinking fund obligation or any installment of interest on, such Holder’s Security;, (b) reduce the Principal amount thereof thereof, premium thereon or the rate of interest thereon (including any amount in respect of original issue discount)) or extend the time of payment of interest thereon; (c) change the place of payment or the coin or currency in which payment of the Principal of, premium on, or interest on the Securities of any series shall be payable; (d) impair the right of any Holder of any Security of any series to bring suit for the enforcement of payment of Principal of or interest, if any, on such Holder’s Security on or after the respective due dates expressed on such Security or institute any proceeding, judicial or otherwise, with respect to this Indenture or the Securities of such series; (e) reduce the above stated percentage of outstanding Securities the consent of whose holders is necessary to modify or amend the Indenture with respect to the Securities of the relevant series; and; (df) reduce the percentage in principal Principal amount of outstanding Securities of the relevant series the consent of whose Holders is required for any supplemental indenture or for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this Indenture; and (g) make any change in, or release other than in accordance with any Subsidiary Guaranty or this Indenture, any Subsidiary Guaranty that would adversely affect the Holders. 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 Holders of Securities of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series or of the coupons appertaining to such Securities. It shall not be necessary for the consent of any Holder under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07, without prior notice to any Holders, the Company The Issuer and the Trustee may amend this Indenture and or the Securities of any series Series without notice to any Holder but with the written consent of the Holders of at least a majority in principal amount of the outstanding Securities of all series each Series then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities) affected by such amendment. However, without the consent of each Holder affected, an amendment may not: (all such series voting as a separate class), and 1) make any change to the Holders percentage of a majority in principal amount of the outstanding Securities of all series affected thereby (all such series voting as a separate class) by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture or the Securities of such series. Notwithstanding the provisions of this Section 9.02Series, without the consent of each Holder affected thereby, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (a) change the stated maturity of the Principal of, or any sinking fund obligation or any installment of interest on, such Holder’s Security; (b) reduce the Principal amount thereof or the rate of interest thereon (including any amount in respect of original issue discount); (c) reduce the above stated percentage of outstanding Securities the consent of whose holders is necessary to modify or amend the Indenture with respect to the Securities of the relevant series; and (d) reduce the percentage in principal amount of outstanding Securities of the relevant series the consent of whose Holders is required for any supplemental indenture amendment, 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 consequences) provided for in this Indenture. A supplemental indenture which changes ; (2) reduce the principal amount of, premium, if any, or eliminates interest on, or extend the Stated Maturity or interest payment periods of any covenant Security; (3) make any Security payable in money or securities other provision than that stated in the Security; (4) make any change that adversely affects such Holder’s right to require the Issuer to purchase the Securities in accordance with the terms thereof and this Indenture; (5) impair the right of any Holder to institute suit for the enforcement of any payment with respect to the Securities; (6) in the case of any subordinated Securities, or coupons appertaining thereto, make any change in the provisions of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies relating to subordination that adversely affects the rights of Holders any Holder under such provisions; (7) except as provided under Article VIII hereof or in accordance with the terms of Securities any Guarantee, release any Guarantor from any of such series with respect to such covenant its obligations under its Guarantee or provision, shall be deemed not to make any change in a Guarantee that would adversely affect the rights under this Indenture Holder of the Holders Securities; or (8) make any change in Section 6.04 or 6.07 or the second sentence of Securities of any other series or of the coupons appertaining to such Securitiesthis Section 9.02. It shall not be necessary for the consent of any Holder the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver amendment under this Section 9.02 becomes effective, the Company Issuer shall give mail to the all affected Holders affected thereby a notice briefly describing the such amendment, supplement or waiver. The Company will mail supplemental indentures failure to Holders upon request. Any failure of the Company give such notice to mail all such noticeHolders, or any defect therein, shall not, however, in any way not impair or affect the validity of any such supplemental indenture or waiveran amendment under this Section.

With Consent of Holders. Subject to Sections 6.04 and 6.07(a) The Company, without prior notice to any Holderswhen authorized by a Board Resolution, the Company and the Trustee may amend or supplement this Indenture and or the Securities of any series Series with the written consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Securities of all series such Series affected by such amendment or supplement. However, without the consent of each Securityholder affected, an amendment, supplement or waiver may not (all but only with respect to the Securities of any Series held by a non-consenting Holder): (1) change the Stated Maturity of, or the principal of or premium or interest on, the Securities of such series voting Series; (2) reduce any amounts due on the Securities of such Series or payable upon acceleration of the maturity of the Securities of such Series following an Event of Default; (3) adversely affect any right of repayment at the Holder’s option if such option is applicable to the Securities of such Series in accordance with the provisions of Section 2.2(8); (4) change the place (except as a separate class), and otherwise permitted by the terms of this Indenture) or currency of payment on the Securities of such Series; (5) modify the Securities of such Series to contractually subordinate such Securities in right of payment to other Indebtedness of the Company; (6) reduce the percentage of Holders of a majority in principal amount of the outstanding Securities of all series affected thereby (all such series voting as a separate class) by written notice whose consent is required to the Trustee may waive future compliance by the Company with any provision of modify or amend this Indenture or the Securities of such series. Notwithstanding Series in accordance with the provisions of this Section 9.02, without the consent of each Holder affected thereby, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (a) change the stated maturity of the Principal of, or any sinking fund obligation or any installment of interest on, such Holder’s SecurityArticle 8; (b) reduce the Principal amount thereof or the rate of interest thereon (including any amount in respect of original issue discount); (c) reduce the above stated percentage of outstanding Securities the consent of whose holders is necessary to modify or amend the Indenture with respect to the Securities of the relevant series; and (d7) reduce the percentage in principal amount of outstanding Holders of Securities of the relevant series the whose consent of whose Holders is required for any supplemental indenture or for any waiver of needed to waive compliance with certain provisions of this Indenture in accordance with the provisions of Section 4.6 or to waive certain Defaults and their consequences provided for in accordance with the provisions of Section 6.4; and (8) modify any of the provisions of this Indenture. A supplemental indenture which changes Section 8.2, Section 4.6 or eliminates Section 6.4, except to increase any covenant such percentage or to provide that certain other provision provisions of this Indenture which has expressly been included solely for cannot be modified or waived without the benefit consent of one or more particular series the Holder of Securitieseach outstanding Security affected thereby. (b) Upon the request of the Company, or which modifies accompanied by a Board Resolution authorizing the rights execution of Holders any such supplemental indenture, and upon the receipt by the Trustee of Securities evidence reasonably satisfactory to the Trustee of the consent of the Securityholders as aforesaid and upon receipt by the Trustee of the documents described in Section 8.6 hereof, the Trustee shall join with the Company in the execution of such series with respect to supplemental indenture unless such covenant supplemental indenture affects the Trustee’s own rights, duties or provision, shall be deemed not to affect the rights immunities under this Indenture of Indenture, in which case the Holders of Securities of any other series or of the coupons appertaining to Trustee may in its discretion, but shall not be obligated to, enter into such Securities. supplemental indenture. (c) It shall not be necessary for the consent of any Holder the Holders under this Section 9.02 8.2 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. . (d) After an amendment, amendment or supplement or waiver under this Section 9.02 8.2 becomes effective, the Company shall give mail to the Holders affected thereby Securityholders a notice briefly describing the amendment, supplement amendment or waiver. The Company will mail supplemental indentures to Holders upon requestsupplement. Any failure of the Company to mail any such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiverindenture.

With Consent of Holders. Subject to Sections 6.04 and 6.07, without prior notice to any Holders, the (a) The Company and the Trustee may amend or supplement this Junior Indenture and the Securities of in any series with the written consent of the Holders of a majority in principal amount of the outstanding Securities of all series affected manner not permitted by such amendment (all such series voting as a separate class)Section 9.01, and the Holders of a majority in principal amount of the outstanding Securities of all series affected thereby (all such series voting as a separate class) by written notice to the Trustee or may waive future compliance by the Company with any provision of this Indenture or the Securities of such series. Notwithstanding the provisions of this Section 9.02Junior Indenture, with the consent of the Holders of at least a majority in aggregate principal amount of the Debentures of each series affected thereby. Such an amendment or waiver may not, without the consent of each Holder of the Debentures affected thereby, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (a1) reduce the principal amount of such Debentures; (2) reduce the percentage of principal amount of such Debentures the Holders of which must consent to an amendment of this Junior Indenture or a waiver; (3) change the stated maturity of the Principal of, principal of or any sinking fund obligation the interest on or any installment rate of interest onof such Debentures; or (4) extend the time of payment of interest on such Debentures, except as provided herein; provided that, in the case of the outstanding Debentures of a series then held by a Trust, (i) no such Holder’s amendment shall be made that adversely affects the holders of the Trust Preferred Securities of that Trust, (ii) no termination of the Indenture may occur, and (iii) no waiver of any Event of Default with respect to the Debentures of that series or compliance with any covenant under this Indenture shall be effective, in each case without the prior consent of the holders of at least a majority of the aggregate liquidation preference of the outstanding Trust Preferred Securities of that Trust or the holder of each such Preferred Security;, as applicable. (b) reduce the Principal amount thereof or the rate of interest thereon (including any amount in respect of original issue discount); (c) reduce the above stated percentage of outstanding Securities the consent of whose holders is necessary to modify or amend the Indenture with respect to the Securities of the relevant series; and (d) reduce the percentage in principal amount of outstanding Securities of the relevant series the consent of whose Holders is required for any supplemental indenture or for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this Indenture. A supplemental indenture which Junior Indenture that changes or eliminates any covenant or other provision of this Junior Indenture which that has expressly been included solely for the benefit of one or more particular series of SecuritiesDebentures, or which modifies the rights of the Holders of Securities Debentures of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Junior Indenture of the Holders of Securities Debentures of any other series or of the coupons appertaining to such Securities. series. (c) It shall not be necessary for the consent of any Holder the Holders of Debentures or holders of Trust Preferred Securities under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. . (d) If certain Holders agree to defer or waive certain obligations of the Company hereunder with respect to Debentures held by them, such deferral or waiver shall not affect the rights of any other Holder to receive the payment or performance required hereunder in a timely manner. (e) After an amendment, supplement amendment or waiver under this Section 9.02 becomes effective, the Company shall give mail to the Holders affected thereby each Holder a notice briefly describing the amendment, supplement amendment or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such noticenotices, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture amendment or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07, without prior notice to any HoldersExcept as provided below in this Section 8.02, the Company Company, the Guarantors and the Trustee may amend or supplement this Indenture and with respect to the Securities of a series or the Securities of any series with the written consent (including consents obtained in connection with a tender offer or exchange offer for the Securities of such series or a solicitation of consents in respect of the Securities of such series, provided that in each case such offer or solicitation is made to all Holders of the Securities of such series then outstanding on equal terms) of the Holders of at least a majority in principal amount of the outstanding Securities of all series affected by such amendment (all such series voting as a separate class), and the Holders of a majority in principal amount of the outstanding Securities of all series affected thereby (all such series voting as a separate class) by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture or the Securities of such series. Notwithstanding the provisions of this Section 9.02, without the consent of each Holder affected thereby, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (a) change the stated maturity of the Principal of, or any sinking fund obligation or any installment of interest on, such Holder’s Security; (b) reduce the Principal amount thereof or the rate of interest thereon (including any amount in respect of original issue discount); (c) reduce the above stated percentage of outstanding Securities the consent of whose holders is necessary to modify or amend the Indenture with respect to the Securities of the relevant series; and (d) reduce the percentage in principal amount of outstanding Securities of the relevant series the consent of whose Holders is required for any supplemental indenture or for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in 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 Holders of Securities of such series then outstanding. Upon the request of the Company and the Guarantors, if any, accompanied by a resolution of the Board of Directors and of the board of directors, board of trustees or managing partners of each Guarantor, if any, authorizing the execution of any such supplemental indenture, and upon the filing with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture Trustee of evidence of the consent of the Holders of Securities of any other series or as aforesaid, and upon receipt by the Trustee of the coupons appertaining to documents described in Section 8.06 hereof, the Trustee shall join with the Company and the Guarantors, if any, in the execution of such Securitiessupplemental indenture. It shall not be necessary for the consent of any Holder the Holders under this Section 9.02 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After The Holders of a majority in principal amount of the Securities of any series then outstanding may waive compliance in a particular instance by the Company or the Guarantors with any provision of this Indenture or the Securities of such series (including waivers obtained in connection with a tender offer or exchange offer for the Securities of such series or a solicitation of consents in respect of the Securities of such series, provided that in each case such offer or solicitation is made to all Holders of the Securities of such series then outstanding on equal terms). However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 becomes effective, may not: (1) reduce the Company shall give amount of the Securities of any series whose Holders must consent to the Holders affected thereby a notice briefly describing the an amendment, supplement or waiver; (2) reduce the rate of or change the time for payment of interest, including default interest, on any Security; (3) reduce the principal of or change the fixed maturity of any Security or alter the premium or other provisions with respect to redemption under Section 10.07 or specified in the Securities; (4) make any Security payable in money other than that stated in the Security; (5) impair the right to institute suit for the enforcement of any payment of principal of, or premium, if any, or interest on any Security pursuant to Sections 5.07 and 5.08 hereof, except as limited by Section 5.06 hereof; (6) make any change in the percentage of principal amount of the Securities of any series necessary to waive compliance with certain provisions of this Indenture pursuant to Section 5.04 or 5.07 hereof or this clause of this Section 8.02; or (7) waive a continuing Default or Event of Default in the payment of principal of, or premium, if any, or interest on the Securities of any series. The Company will mail supplemental indentures right of any Holder to Holders upon request. Any failure participate in any consent required or sought pursuant to any provision of this Indenture (and the obligation of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of obtain any such supplemental indenture consent otherwise required from such Holder) may be subject to the requirement that such Holder shall have been the Holder of record of the Securities with respect to which such consent is required or waiversought as of a date identified by the Trustee in a notice furnished to Holders in accordance with the terms of this Indenture.

With Consent of Holders. Subject to Sections 6.04 and 6.07, without prior notice to any Holders(a) The Company, the Company Guarantors and the Trustee may amend this Indenture and the Securities of any series enter into a supplemental indenture with the written consent of the Holders of at least a majority in principal amount of the outstanding Securities of all series each Series affected by such amendment supplemental indenture (all including consents obtained in connection with a tender offer or exchange offer for the Securities of such series voting as a separate classSeries), and 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 Securityholders of each such Series. Except as provided in Section 6.13, the Holders of at least a majority in principal amount of the outstanding Securities of all series each Series affected thereby (all by such series voting as a separate class) waiver by written notice to the Trustee (including consents obtained in connection with a tender offer or exchange offer for the Securities of such Series) may waive future compliance by the Company or any of the Guarantors with any provision of this Indenture or the Securities of such series. Notwithstanding the provisions of this Section 9.02, without the consent of each Holder affected thereby, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (a) change the stated maturity of the Principal of, or any sinking fund obligation or any installment of interest on, such Holder’s Security; (b) reduce the Principal amount thereof or the rate of interest thereon (including any amount in respect of original issue discount); (c) reduce the above stated percentage of outstanding Securities the consent of whose holders is necessary to modify or amend the Indenture with respect to the Securities of the relevant series; and (d) reduce the percentage in principal amount of outstanding Securities of the relevant series the consent of whose Holders is required for any supplemental indenture or for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in 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 Holders of Securities of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series or of the coupons appertaining to such SecuritiesSeries. It shall not be necessary for the consent of any Holder the Holders of Securities under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement supplemental indenture or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement a supplemental indenture or waiver under this Section 9.02 section becomes effective, the Company or any of the Guarantors shall give mail (or deliver electronically in accordance with the procedures of the Depository) to the Holders of Securities affected thereby thereby, a notice briefly describing the amendment, supplement supplemental indenture or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure by the Company or the Guarantors to mail (or deliver electronically in accordance with the procedures of the Company to mail Depository) or publish such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. (b) Without the consent of each Securityholder affected, an amendment or waiver may not be made to, as to any non-consenting Securityholder: (i) reduce the percentage of principal amount of outstanding Securities whose Holders must consent to an amendment, supplement or waiver; (ii) reduce the rate of or change the time for payment of interest (including default interest) on any Security; (iii) reduce the principal amount of or the premium, if any, on any Security or change the Stated Maturity of any Security or reduce the amount of, or postpone the date fixed for, the payment of any sinking fund or analogous obligation; (iv) in the case of any subordinated Securities, or coupons appertaining thereto, make any change in the provisions of this Indenture relating to subordination that adversely affects the rights of any Holder under such provisions; (v) reduce the principal amount of Discount Securities payable upon acceleration of the maturity thereof; (vi) waive a Default or Event of Default in the payment of the principal of, premium, if any, or interest, if any, on any Security (except a rescission of acceleration of the Securities of any Series by the Holders of at least a majority in principal amount of the outstanding Securities of such Series and a waiver of the payment default that resulted from such acceleration); (vii) make the principal of or interest, if any, on any Security payable in any Currency other than that stated in the Security; (viii) make any change in Sections 6.8, 6.13 or 9.2; (ix) release any of the Guarantors from its obligations in respect of its Guarantee of any Series or modify the Guarantee of any Series other than in accordance with the provisions of this Indenture; or (x) waive a redemption payment with respect to any Security or change any of the provisions with respect to the redemption of any Securities.

With Consent of Holders. Subject to Sections 6.04 and 6.07, without prior notice to any HoldersExcept as provided below in this Section 9.02, the Company Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture and or the Securities of any series with the written consent (including consents obtained in connection with a tender offer or exchange offer for Securities or a solicitation of consents in respect of Securities) of the Holders of at least a majority in aggregate principal amount of the Securities of each series affected by such amendment or supplement, considered together as a single class. For purposes of this Indenture, the consent of the Holder of a Global Security shall be deemed to include any consent delivered by any member of, or participant in, the Depositary or such other depositary institution hereinafter appointed by the Company by electronic means in accordance with the Automated Tender Offer Procedures system or other customary procedures of, and pursuant to authorization by, such entity. Upon the request of the Company and the Subsidiary Guarantors, accompanied by a Board Resolution of the Company and each Subsidiary Guarantor authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the Opinion of Counsel and Officers’ Certificate described in Section 9.06, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of such supplemental indenture. It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. The Holders of a majority in aggregate principal amount of the outstanding Securities of all series affected by such amendment (all such series voting thereby, considered together as a separate single class), and the Holders of a majority in principal amount of the outstanding Securities of all series affected thereby (all such series voting as a separate class) by written notice to the Trustee may waive future compliance in a particular instance by the Company or the Subsidiary Guarantors with any provision of this Indenture or the Securities of such seriesany series (including waivers obtained in connection with a tender offer or exchange offer for Securities or a solicitation of consents in respect of Securities). Notwithstanding the provisions of this Section 9.02However, without the consent of each Holder affected therebyaffected, an amendment amendment, supplement or waiver, including a waiver pursuant to under this Section 6.04, may not: (a1) reduce the percentage of principal amount of Securities whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture or the Securities; (2) reduce the rate or change the stated maturity time for payment of interest, including default interest, if any, on the Securities of any series; (3) reduce the principal amount of any Security or change the Maturity Date of the Principal of, or Securities of any sinking fund obligation or series; (4) reduce the amount payable upon the redemption of any installment of interest on, such Holder’s Security; (b5) reduce adversely affect the Principal amount thereof or conversion rights of any Security that is convertible in accordance with the rate applicable provisions of interest thereon (including any amount in respect of original issue discount)such Security; (c6) reduce waive any Event of Default under clauses (1) and (2) of Section 6.01; (7) make any Security payable in money other than that stated in such Security; (8) impair the above stated percentage right of outstanding Securities the consent Holders of whose holders is necessary to modify or amend the Indenture with respect to the Securities of any series to receive payment of the relevant series; andprincipal of and interest on Securities on the respective due dates therefor and to institute suit for the enforcement of any such payment; (d9) reduce the percentage make any change in principal amount of outstanding Securities of the relevant series the consent of whose Holders is required for any supplemental indenture Sections 6.04 or for any waiver of compliance with certain provisions 6.07 or in this sentence of this Indenture Section 9.02. An amendment, supplement or certain Defaults and their consequences provided for in this Indenture. A supplemental indenture waiver which changes changes, waives 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 or of the coupons appertaining to such Securities. It shall not be necessary for the consent of any Holder under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiverseries.

With Consent of Holders. Subject (a) For purposes of the Notes only, and not for purposes of any other Securities, Section 9.02 of the Base Indenture shall be amended and restated as follows and, as so amended and restated, shall apply to Sections 6.04 and 6.07, without prior notice to any Holdersthe Notes: “Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture and the Securities of any series with the written consent (including consents obtained in connection with a tender offer or exchange offer for Securities of any one or more series or a solicitation of consents in respect of Securities of any one or more series) of the Holders of at least a majority in principal amount of the then outstanding Securities of all series affected by such amendment or supplement (acting as one class). Upon the request of the Company, accompanied by a Board Resolution, and upon the filing with the Trustee of evidence of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.06, the Trustee shall, subject to Section 9.06, join with the Company in the execution of such amendment or supplemental indenture. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. The Holders of a majority in principal amount of the then outstanding Securities of all series affected by such amendment (all such series voting as a separate class), and the Holders of a majority in principal amount of the outstanding Securities of all series affected thereby (all such series voting as a separate class) by written notice to the Trustee waiver may waive future compliance in a particular instance by the Company with any provision of this Indenture with respect to Securities of such series (including waivers obtained in connection with a tender offer or the exchange offer for Securities of such series or a solicitation of consents in respect of Securities of such series). Notwithstanding the provisions of this Section 9.02However, without the consent of each Holder affected therebyof each outstanding Security affected, an amendment amendment, supplement or waiver, including a waiver pursuant to under this Section 6.04, 9.02 may not: (a1) change the stated maturity Stated Maturity of the Principal principal of, or any sinking fund obligation or any installment of principal or interest on, such Holder’s the applicable Securities; (2) reduce the principal amount of (or premium, if any) or the interest rate on the Securities or the principal amount due upon acceleration of a Security; (b3) change the place or currency of payment of principal of (or premium, if any), or the interest on the Securities; (4) impair the right of any Holder to institute suit for the enforcement of any payment on or with respect to the Securities; (5) modify the Indenture with respect to the subordination of the applicable Securities in a manner adverse to the Holders of such Securities; (6) reduce the Principal amount thereof or the rate of interest thereon (including any amount in respect of original issue discount); (c) reduce the above stated percentage of principal amount of the outstanding Securities Securities, the consent of whose holders is necessary required to modify or amend the Indenture with respect to or the Securities of the relevant series; and (d) reduce the percentage in principal amount of outstanding Securities of the relevant series the consent of whose Holders is required for any supplemental indenture or for any waiver of waive compliance with certain provisions of this covenants in the Indenture or waive certain Defaults and their consequences provided for in Defaults; or (7) modify the foregoing clauses (1) through (6). An amendment under this IndentureSection 9.02 may not make any change that adversely affects the rights under Article X of any holder of an issue of Senior Debt unless the holders of the issue pursuant to its terms consent to the change. 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 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 or of the coupons appertaining to such Securitiesseries. It shall not be necessary for the consent The right of any Holder under to participate in any consent required or sought pursuant to any provision of this Section 9.02 Indenture (and the obligation of the Company to approve obtain any such consent otherwise required from such Holder) may be subject to the particular form requirement that such Holder shall have been the Holder of record of any proposed amendment, supplement or waiver, but it shall be sufficient if Securities with respect to which such consent approves is required or sought as of a date identified by the substance thereofCompany in a notice furnished to Holders in accordance with the terms of this Indenture. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall give mail to the Holders of each Security affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture amendment, supplement or waiver.”

With Consent of Holders. Subject to Sections 6.04 and 6.07, without prior notice to any HoldersWith the written consent of the Holders of at least a majority in aggregate Principal Amount at Maturity of the Securities at the time outstanding, the Company Company, the Guarantor and the Trustee may amend this Indenture and the Securities of any series with the written consent of the Holders of a majority in principal amount of the outstanding Securities of all series affected by such amendment (all such series voting as a separate class), and the Holders of a majority in principal amount of the outstanding Securities of all series affected thereby (all such series voting as a separate class) by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture or the Securities of such seriesSecurities. Notwithstanding the provisions of this Section 9.02However, without the consent of each Holder affected therebySecurityholder affected, an amendment to this Indenture or waiver, including a waiver pursuant to Section 6.04, the Securities may not: (a) change the stated maturity provisions of the Principal of, this Indenture that relate to modifying or any sinking fund obligation or any installment of interest on, such Holder’s Securityamending this Indenture; (b) make any change in the Stated Maturity, the manner or rate of accrual in connection with Issue Discount, make any change in the manner of calculation of, or that adversely affects the right to receive, contingent interest, reduce the Principal amount thereof or the rate of interest thereon (including referred to in paragraph 1 of the Securities, reduce the rate of interest referred to in Section 10.01 upon the occurrence of a Tax Event, or extend the time for payment of Issue Discount, contingent interest or interest, if any, on any amount in respect of original issue discount)Security; (c) reduce the above stated percentage Principal Amount at Maturity, accrued Issue Discount, Restated Principal Amount or the Initial Accreted Principal Amount of outstanding Securities or extend the consent Stated Maturity of whose holders is necessary to modify or amend the Indenture with respect to the Securities of the relevant series; andany Security; (d) reduce the Redemption Price, Purchase Price or Change in Control Purchase Price of any Security; (e) make any Security payable in money or securities other than that stated in the Security; (f) make any change in Section 6.04 or this Section 9.02, except to increase any percentage set forth therein; (g) make any change that adversely affects the right to convert any Security; (h) make any change that adversely affects the right to require the Company to purchase the Securities in principal amount of outstanding Securities of accordance with the relevant series the consent of whose Holders is required for any supplemental indenture or for any waiver of compliance with certain provisions of this Indenture or certain Defaults terms thereof and their consequences provided for in this Indenture. A supplemental indenture which changes or eliminates ; (i) make any covenant or other provision of this Indenture which has expressly been included solely for change to the benefit of one or more particular series of Securities, or which modifies Guarantee that adversely affects the rights of Holders of Securities the Securities; or (j) impair the right to institute suit for the enforcement of such series any payment with respect to such covenant to, or provisionconversion of, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series or of the coupons appertaining to such Securities. It shall not be necessary for the consent of any Holder the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver amendment under this Section 9.02 becomes effective, the Company shall give mail to the Holders affected thereby each Holder a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 6.4 and 6.076.7, without prior notice to any Holders, the Company and the Trustee may amend this Indenture and the Securities of any series with the written consent of the Holders of a majority in principal amount of the outstanding Securities of all series affected by such amendment supplemental indenture (all such series voting as a separate one class), and the Holders of a majority in principal amount of the outstanding Securities of all series affected thereby (all such series voting as a separate one class) by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture or the Securities of such series. Notwithstanding the provisions of this Section 9.029.2, without the consent of each Holder affected thereby, an amendment or waiver, including a waiver pursuant to Section 6.046.4, may not: (ai) change the stated maturity of the Principal of, or any sinking fund obligation or any installment of interest on, such Holder’s 's Security; (b) , or reduce the Principal amount thereof thereof, the premium, if any or the rate of interest thereon (including any amount in respect of original issue discount)) or adversely affect the rights of such Holder under any mandatory redemption or repurchase provision or any right of redemption or repurchase at the option of such Holder, or reduce the amount of the Principal of an Original Issue Discount Security that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 6.2 or the amount thereof provable in bankruptcy, or change any place of payment where, or the 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 due date therefor; (c) reduce the above stated percentage of outstanding Securities the consent of whose holders is necessary to modify or amend the Indenture with respect to the Securities of the relevant series; and (dii) reduce the percentage in principal amount of outstanding Securities of the relevant series the consent of whose Holders is required necessary for any such supplemental indenture or indenture, for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in 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 Holders of Securities of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series or of the coupons appertaining to such Securities. It shall not be necessary for the consent of any Holder under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 9.2 becomes effective, the Company shall give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 Section 7.04 and 6.077.07, without prior notice to any Holders, the Company and the Trustee may amend this Indenture and the Securities of any series with the written consent of the Holders of a majority in principal Principal amount of the outstanding Securities of all each series affected by such amendment (all such series voting as a separate class)amendment, and the Holders of a majority in principal Principal amount of the outstanding Securities of all each series affected thereby (all such series voting as a separate class) by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture or the Securities of such series. Notwithstanding the provisions of this Section 9.0211.02, without the consent of each Holder affected thereby, an amendment or waiver, including a waiver pursuant to Section 6.047.04, may not: (a) change the stated maturity of the Principal of, or any sinking fund obligation installment of interest on, such Holder’s Security, (b) reduce the Principal amount of, or the rate of interest on (including any amount in respect of original issue discount), such Holder’s Security; (c) change the place or currency of payment of the Principal of, premium, if any, or any installment of interest on, such Holder’s Security; (bd) reduce impair the Principal amount thereof right to institute suit for the enforcement of any payment on or after the rate stated maturity (or in the case of interest thereon (including any amount in respect a redemption, on or after the redemption date) of original issue discount)such Holder’s Security; (ce) reduce waive a default in the above stated percentage of outstanding Securities the consent of whose holders is necessary to modify or amend the Indenture with respect to the Securities payment of the relevant seriesPrincipal of, premium, if any, or interest on, such Holder’s Security; andor (df) reduce the percentage in principal or aggregate Principal amount of outstanding Securities of the relevant series the consent of whose Holders is required for any supplemental indenture or for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in 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 Holders of Securities of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series or of the coupons appertaining to such Securitiesseries. It shall not be necessary for the consent of any Holder under this Section 9.02 11.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 11.02 becomes effective, the Company shall give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail send supplemental indentures to Holders upon request. Any failure of the Company to mail send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 Section 7.7, the Company, when authorized by a Board Resolution, the Trustee and 6.07the Holders of not less than a majority in aggregate principal amount of the Securities then outstanding, may amend or supplement (or waive compliance with any provision of) this Indenture or the Securities without prior any notice to any Holdersother Holder, except that without the Company and consent of each Holder of the Trustee may amend Securities affected, no such amendment, supplement or waiver may: (1) reduce the principal amount of the Securities whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture and or the Securities Securities; (2) reduce the rate of or change or have the effect of changing the time for payment of interest, including defaulted interest, on any Securities; (3) reduce the principal of or change or have the effect of changing the fixed maturity of any series Securities, or change the date on which any Securities may be subject to redemption or repurchase, or reduce the redemption or repurchase price therefor (other than a payment required under Sections 5.15 or 5.16); (4) make the principal of, or interest on, any Securities payable with anything or in any manner other than as provided for in the written consent Securities; (5) make any changes in the provisions of this Indenture protecting the right of each Holder to receive payment of principal of and interest on such Securities on or after the due date thereof or to bring suit to enforce such payment, or permitting Holders of a majority in principal amount of the outstanding Securities to waive Defaults or Events of all series affected by such amendment Default; or (all such series voting as a separate class), and the Holders of a majority in principal amount of the outstanding Securities of all series affected thereby (all such series voting as a separate class6) by written notice to the Trustee may waive future compliance by the Company with modify or change any provision of this Indenture or the Securities of such series. Notwithstanding related definitions affecting the provisions of this Section 9.02, without the consent of each Holder affected thereby, an amendment Subordination or waiver, including a waiver pursuant to Section 6.04, may not: (a) change the stated maturity ranking of the Principal ofSecurities in a manner which adversely affects the Holders. The Company agrees that no amendment, supplement or waiver under this Article Ten may make any sinking fund obligation or any installment of interest on, such Holder’s Security; (b) reduce the Principal amount thereof or the rate of interest thereon (including any amount in respect of original issue discount); (c) reduce the above stated percentage of outstanding Securities the consent of whose holders is necessary to modify or amend the Indenture with respect to the Securities of the relevant series; and (d) reduce the percentage in principal amount of outstanding Securities of the relevant series the consent of whose Holders is required for any supplemental indenture or for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in 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 Holders of Securities of such series with respect to such covenant or provision, shall be deemed not to affect change that adversely affects the rights under this Indenture of the Holders of Securities Article Four of any other series or holders of any Senior Debt unless the coupons appertaining holders of such Senior Debt consent to such Securitiesthe change. It shall not be necessary for the consent of any Holder the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall give mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture indenture. In connection with any amendment, supplement or waiver under this Article Ten, the Company may, but shall not be obligated to, offer to any Holder who consents to such amendment, supplement or waiver, or to all Holders, consideration for such Holder's consent to such amendment, supplement or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07, without prior notice to any Holders, the Company and the Trustee may amend this Indenture and the Securities of any series with the written consent of the Holders of a majority in principal amount of the outstanding Securities of all series affected by such amendment (all such series voting as a separate one class), and the Holders of a majority in principal amount of the outstanding Securities of all series affected thereby (all such series voting as a separate one class) by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture or the Securities of such series. Notwithstanding the provisions of this Section 9.02, without the consent of each Holder affected thereby, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (ai) change extend the stated maturity of the Principal of, or any sinking fund obligation or any installment of interest on, such Holder’s 's Security; (b) , or reduce the Principal amount thereof or the rate of interest thereon (including any amount in respect of original issue discount), or any premium payable with respect thereto, or adversely affect the rights of such Holder under any mandatory redemption or repurchase provision or any right of redemption or repurchase at the option of such Holder, or reduce the amount of the Principal of an Original Issue Discount Security that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 6.02 or the amount thereof provable in bankruptcy, or change any place of payment where, or the 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 due date therefor; (c) reduce the above stated percentage of outstanding Securities the consent of whose holders is necessary to modify or amend the Indenture with respect to the Securities of the relevant series; and (dii) reduce the percentage in principal amount of outstanding Securities of the relevant series the consent of whose Holders is required for any such supplemental indenture or indenture, for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this Indenture; (iii) waive a Default in the payment of Principal of or interest on any Security of such Holder; or (iv) modify any of the provisions of this Section 9.02, 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. 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 Holders of Securities of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series or of the coupons appertaining to such Securities. It shall not be necessary for the consent of any Holder under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07, without prior notice to any HoldersExcept as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture and the Securities of any series may be amended or supplemented with the written consent of the Holders of at least a majority in aggregate principal amount at maturity of Securities of that series then Outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, that series of Securities), and, subject to Sections 5.04 and 5.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, and interest, if any, on such Securities, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or such Securities may be waived with the consent of the Holders of a majority in aggregate principal amount at maturity of the outstanding then Outstanding Securities of all series affected by such amendment (all such that series voting as a separate classsingle class (including without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, that series of Securities). Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental indenture, and upon the Holders filing with the Trustee of a majority in principal amount of the outstanding Securities of all series affected thereby (all such series voting as a separate class) by written notice evidence satisfactory to the Trustee may waive future compliance by the Company with any provision of this Indenture or the Securities of such series. Notwithstanding the provisions of this Section 9.02, without the consent of each Holder affected thereby, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (a) change the stated maturity of the Principal of, or any sinking fund obligation or any installment of interest on, such Holder’s Security; (b) reduce the Principal amount thereof or the rate of interest thereon (including any amount in respect of original issue discount); (c) reduce the above stated percentage of outstanding Securities the consent of whose holders is necessary to modify or amend the Indenture with respect to the Securities of the relevant series; and (d) reduce the percentage in principal amount of outstanding Securities of the relevant series the consent of whose Holders is required for any supplemental indenture or for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in 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 Holders of Securities of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of that series of Securities of any other series or as aforesaid, and upon receipt by the Trustee of the coupons appertaining to documents described in Section 6.03 of this Indenture, the Trustee shall join with the Company in the execution of such Securitiesamended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. It shall not be necessary for the consent of any Holder the Holders of Securities under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall give mail to the Holders of Securities of any series affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 5.04 and 5.07 hereof, the Holders of a majority in aggregate principal amount at maturity of a series of Securities then Outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Securities. However, without the consent of each Holder of a series of Securities affected, an amendment or waiver under this Section 9.02 may not (with respect to the series of Securities held by a non-consenting Holder): (a) reduce the principal amount of the then Outstanding Securities whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity of any Security or alter any of the provisions with respect to the redemption of the Securities unless otherwise specifically provided for in the supplemental indenture; (c) reduce the rate of or change the time for payment of interest on any Security; (d) waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, on the Securities (except a rescission of acceleration of the Securities by the Holders of any series of Securities of at least a majority in aggregate principal amount of the then Outstanding Securities of that series and a waiver of the payment default that resulted from such acceleration); (e) make any Security payable in money other than that stated in the Security; (f) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Securities to receive payments of principal of, or interest or premium, if any, on the Securities; (g) waive a redemption payment with respect to any Security (other than as may be specifically permitted by the supplemental indenture); (h) cause the Securities to become subordinated in right of payment to any other Indebtedness; (i) release any Guarantor from any of its obligations under its Guarantee or this Indenture, except in accordance with the terms thereof; or (j) make any change in Sections 5.04 or 5.07 or the foregoing amendment and waiver provisions.

With Consent of Holders. Subject to Sections 6.04 and 6.07The Company, without prior notice to any Holdersby a Board Resolution, the Company and the Trustee may amend this Indenture and the Securities of any series for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or modifying in any manner the rights of Holders under this Indenture of such Securities, but only with the written consent of the Holders of a majority in principal amount of the outstanding Securities of all each series affected by such amendment (all supplemental indenture voting separately; provided, however, that no such series voting as a separate class), and the Holders of a majority in principal amount of the outstanding Securities of all series affected thereby (all such series voting as a separate class) by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture or the Securities of such series. Notwithstanding the provisions of this Section 9.02supplemental indenture shall, without the consent of the Holder of each Holder outstanding Security of each series affected thereby, an amendment or waiver, including a waiver pursuant to Section 6.04, may not:, (a) change extend the stated maturity of the Principal principal of, or any sinking fund obligation or any installment of interest on, such Holder’s 's Security; (b) , or reduce the Principal principal amount thereof or the rate of interest thereon (including or Yield to Maturity of any Original Issue Discount Security), or adversely affect the rights of such Holder under any mandatory redemption or repurchase provision or any right of redemption or repurchase at the option of the Company or such Holder, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 6.02 or the amount thereof provable in respect bankruptcy, or change any place of original issue discount)payment where, or the currency in which, any Security or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the due date therefor, or change the manner of determining any of the foregoing established pursuant to Section 2.03 for the Securities of any series; (c) reduce the above stated percentage of outstanding Securities the consent of whose holders is necessary to modify or amend the Indenture with respect to the Securities of the relevant series; and (db) reduce the percentage in principal amount of outstanding Securities of the relevant series the consent of whose Holders is required for any such supplemental indenture or indenture, for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this Indenture; (c) waive a Default in the payment of principal of or interest on any Security of such Holder; or (d) change any obligation of the Company to maintain an office or agency in the places and for the purposes specified in Section 4.02; or (e) modify any of the provisions of this Section 9.02, 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. 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 Holders of Securities of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series or of the coupons appertaining to such Securities. It shall not be necessary for the consent of any Holder under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07, without prior notice to any Holders, the Company and the Trustee may amend this Indenture and the Securities of any series with the written consent of the Holders of a majority in principal Principal amount of the outstanding Securities of all each series affected by such amendment (all such series voting as a separate class)amendment, and the Holders of a majority in principal Principal amount of the outstanding Securities of all each series affected thereby (all such series voting as a separate class) by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture or the Securities of such series. Notwithstanding the provisions of this Section 9.02, without the consent of each Holder affected thereby, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (a) change the stated maturity of the Principal of, or any sinking fund obligation or any installment of interest on, such Holder’s SecuritySecurity or the times at which it may be redeemed or repurchased; (b) reduce the Principal amount thereof or the rate of interest thereon (including any amount in respect of original issue discount); (c) change the coin or currency in which any Security or any premium or interest thereon is payable; (d) impair the right to institute suit for the enforcement of any such payment on or after the maturity thereof (or, in the case of redemption, on or after the redemption date); (e) make any changes that would affect the ranking for the Securities in a manner adverse to the Holders; (f) reduce the above stated percentage of outstanding Securities the consent of whose holders is necessary to modify or amend the Indenture with respect to the Securities of the relevant series; and; (dg) reduce the percentage in principal Principal amount of outstanding Securities of the relevant series the consent of whose Holders is required for any supplemental indenture or for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this Indenture; (h) release any Guarantor from its Guarantee, except as provided in Section 10.09 or in the terms (as set forth on the original issue date) of the series of Securities of such Holders affected thereby; and (i) make any changes to this paragraph of Section 9.02. 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 Holders of Securities of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series or of the coupons appertaining to such Securities. It shall not be necessary for the consent of any Holder under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07, without prior notice to any HoldersThe Company, the Company Subsidiary Guarantors and the Trustee may amend or supplement this Indenture Indenture, the Securities and the Securities of any series Subsidiary Guarantees with the written consent of the Holders of a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange offer for the Securities). Subject to the provisions of Section 6.4, any past default or compliance with the provisions of this Indenture, the Securities or the Subsidiary Guarantees may be waived with the consent of all series affected by such amendment (all such series voting as a separate class), and the Holders of a majority in principal amount of the Securities then outstanding Securities of all series affected thereby (all such series voting as including consents obtained in connection with a separate class) by written notice to tender offer or exchange offer for the Trustee may waive future compliance by the Company with any provision of this Indenture or the Securities of such seriesSecurities). Notwithstanding the provisions of this Section 9.02However, without the consent of each Holder affected therebyaffected, an amendment amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may not: (a1) change reduce the stated maturity principal amount of Securities whose Holders must consent to an amendment or waiver; (2) reduce the Principal of, rate of or any sinking fund obligation or any installment extend the time for payment of interest on, such Holder’s on any Security; (b3) reduce the Principal amount thereof principal of or change the Stated Maturity of any Security; (4) reduce the premium payable upon the redemption of any Security or alter or waive any of the provisions with respect to the redemption or repurchase of the Securities (except provisions relating to minimum required notice of optional redemption or the rate provisions of interest thereon (including any amount in respect of original issue discountSections 3.5 and 3.9); (c5) reduce make any Security payable in money other than that stated in the above stated percentage Security; (6) impair the right of outstanding Securities the consent any Holder of whose holders is necessary to modify or amend the Indenture with respect to the Securities to receive payment of principal of and interest on such Holder’s Securities on or after the relevant series; and (d) reduce the percentage in principal amount of outstanding Securities of the relevant series the consent of whose Holders is required for any supplemental indenture due dates therefor or for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this Indenture. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely to institute suit for the benefit enforcement of one any payment on or more particular series of Securities, or which modifies the rights of Holders of Securities of such series with respect to such covenant Holder’s Securities; (7) make any change in the amendment provisions which require each Holder’s consent or provision, shall be deemed not in the waiver provisions; (8) make the Securities or the Subsidiary Guarantees subordinated in right of payment to affect the rights under this Indenture of the Holders of Securities of any other series or of the coupons appertaining to obligation; or (9) make any change in any Subsidiary Guarantee that could adversely affect such SecuritiesHolder. It shall not be necessary for the consent of any Holder the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, amendment or supplement or waiver under this Section 9.02 becomes effective, the Company shall give send to the Holders affected thereby a notice briefly describing the amendment, supplement such amendment or waiversupplement. The Company will mail supplemental indentures failure to Holders upon request. Any failure of the Company give such notice to mail such noticeall Holders, or any defect therein, shall not, however, in any way not impair or affect the validity of an amendment or supplement under this Section. For the avoidance of doubt, no amendment to, or deletion of any covenants provided for in Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.8, 3.10 or 3.11 of this Indenture, or action taken in compliance with the covenants in effect at the time of such supplemental indenture action, shall be deemed to impair or waiveraffect any rights of any Holder to receive payment of principal of, or premium, if any, or interest on, the Securities or to institute suit for the enforcement of any payment on or with respect to the Securities of such Holder.

With Consent of Holders. Subject to Sections 6.04 and 6.07, without prior notice to any Holders, the Company and the Trustee may amend this Indenture and the Securities of any series with the written consent of the Holders of a majority in principal amount of the outstanding Securities of all series affected by such amendment (all such series voting together as a separate single class), and the Holders of a majority in principal amount of the outstanding Securities of all series affected thereby (all such series voting together as a separate single class) by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture or the Securities of such series. Notwithstanding the provisions of this Section 9.02, without the consent of each Holder affected thereby, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (a) change the stated maturity of the Principal of, or any sinking fund obligation or any installment of interest on, such Holder▇▇▇▇▇▇’s Security;, (b) reduce the Principal amount thereof or the rate of interest thereon (including any amount in respect of original issue discount); (c) reduce the above stated percentage of outstanding Securities the consent of whose holders is necessary to modify or amend the Indenture with respect to the Securities of the relevant series; and (d) reduce the percentage in principal amount of outstanding Securities of the relevant series the consent of whose Holders is required for any supplemental indenture or for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in 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 Holders of Securities of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series or of the coupons appertaining to such Securitiesseries. It shall not be necessary for the consent of any Holder under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07, without prior notice to any Holders, the The Company and the Trustee may amend this Indenture and the Securities of in any series with the written consent of the Holders of a majority in principal amount of the outstanding Securities of all series affected manner not permitted by such amendment (all such series voting as a separate class), and the Holders of a majority in principal amount of the outstanding Securities of all series affected thereby (all such series voting as a separate class) by written notice to the Trustee Section 9.01 or may waive future compliance by the Company with any provision provisions of this Indenture with the consent of the Holders of a majority in aggregate principal amount of the Debentures of each series affected thereby. Such an amendment or the Securities of such series. Notwithstanding the provisions of this Section 9.02waiver may not, without the consent of each Holder of the Debentures affected thereby, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (a1) reduce the principal amount of such Debentures; (2) reduce the principal amount of such Debentures the Holders of which must consent to an amendment of this Indenture or a waiver; (3) change the stated maturity of the Principal of, principal of or any sinking fund obligation the interest on or any installment rate of interest on, on such Holder’s SecurityDebentures or the manner of calculation thereof; (b4) reduce change adversely to the Principal amount thereof or Holders the rate redemption provisions of interest thereon Article 3 hereof; (including any amount 5) change the currency in respect of original issue discount)which the payments on such Debentures are to be made; (c6) reduce to the above stated percentage extent Article 10 hereof is applicable to such Debentures, make any change in Article 10 hereof that adversely affects the rights of the Holders of such Debentures or any change to any other Section hereof that adversely affects their rights under Article 10 hereof; or (7) change Section 6.07 hereof; provided that, in the case of the outstanding Debentures of a series then held by a Trust, no such amendment shall be made that adversely affects the holders of the Preferred Securities the consent of whose holders is necessary to modify or amend the Indenture that Trust, and no waiver of any Event of Default with respect to the Debentures of that series or compliance with any covenant under this Indenture shall be effective, without the prior consent of the holders of a majority of the aggregate liquidation amount of the outstanding Preferred Securities of that Trust or the relevant series; and (d) reduce the percentage in principal amount holder of outstanding Securities of the relevant series the consent of whose Holders is required for any supplemental indenture or for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this Indentureeach such Preferred Security, as applicable. 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 SecuritiesDebentures, or which modifies the rights of the Holders of Securities Debentures 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 Debentures of any other series or of the coupons appertaining to such Securitiesseries. It shall not be necessary for the consent of any Holder the Holders of Debentures or holders of Preferred Securities under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. If certain Holders agree to defer or waive certain obligations of the Company hereunder with respect to Debentures held by them, such deferral or waiver shall not affect the rights of any other Holder to receive the payment or performance required hereunder in a timely manner. After an amendment, supplement amendment or waiver under this Section 9.02 becomes effective, the Company shall give mail to the Holders affected thereby each Holder a notice briefly describing the amendment, supplement amendment or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such noticenotices, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture amendment or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07, without prior notice to any Holders, the Company and the Trustee may amend this Indenture and the Securities of any series with the written consent of the Holders of a majority in principal Principal amount of the outstanding Securities of all each series affected by such amendment (all such series voting together as a separate single class), and the Holders of a majority in principal Principal amount of the outstanding Securities of all each series affected thereby (all such series voting together as a separate single class) by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture or the Securities of such series. Notwithstanding the provisions of this Section 9.02, without the consent of each Holder affected thereby, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (a) change the stated maturity of the Principal of, or any sinking fund obligation or any installment of interest on, such Holder▇▇▇▇▇▇’s Security;, (b) reduce the Principal amount thereof or the rate of interest thereon (including any amount in respect of original issue discount); (c) reduce the above stated percentage of outstanding Securities the consent of whose holders is necessary to modify or amend the Indenture with respect to the Securities of the relevant series; and (d) reduce the percentage in principal Principal amount of outstanding Securities of the relevant series the consent of whose Holders is required for any supplemental indenture or for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in 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 Holders of Securities of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series or of the coupons appertaining to such Securitiesseries. It shall not be necessary for the consent of any Holder under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07, without prior notice to any HoldersThe Issuer, the Company Guarantor (in the case of a Guaranteed Series of Securities) and the Trustee may amend this Indenture and or the Securities of without notice to any series Holder but with the written consent of the Holders of a majority in aggregate principal amount of the Securities then outstanding Securities of all series (including consents obtained in connection with a tender offer or exchange offer for the Securities) affected by such amendment (all such series voting as a separate class), and the Holders of a majority in principal amount of the outstanding Securities of all series affected thereby (all such series voting as a separate class) by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture or the Securities of such seriesamendment. Notwithstanding the provisions of this Section 9.02However, without the consent of each Holder affected therebyaffected, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (a) change the stated maturity Stated Maturity of the Principal of, or any sinking fund obligation principal of or any installment of interest onon the Securities of any Series, such Holder’s Security; (b) reduce the Principal principal amount thereof of, or the rate or amount of interest thereon (including on, or any amount in respect premium payable on redemption of, the Securities of original issue discount); (c) reduce any Series, or adversely affect any right of repayment of the above stated percentage Holder of outstanding the Securities of any Series, change the consent place of whose holders is necessary payment, or the coin or currency, for payment of principal of or interest on any Securities of any Series or impair the right to modify institute suit for the enforcement of any payment on or amend the Indenture with respect to the Securities of the relevant series; andany Series; (db) reduce the percentage in principal amount of the outstanding Securities of the relevant series the consent of whose Holders is required for any supplemental indenture Series necessary to modify or for any waiver of amend this Indenture, to waive compliance with certain provisions of this Indenture or certain Defaults defaults and their consequences provided for in this Indenture. A supplemental indenture which changes , or eliminates to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any covenant manner adverse to the Holders the terms and conditions of the obligations of the Issuer or other provision the Guarantor in respect of the due and punctual payments of principal and interest; or (d) modify any of this Indenture which has expressly been included solely for Section 9.02 or Section 6.04 hereof or any of the benefit provisions relating to the waiver of one certain past Defaults or more particular series of Securitiescertain covenants, except to increase the required percentage to effect the action or which modifies to provide that certain other provisions may not be modified or waived without the rights of Holders of Securities of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture consent of the Holders of the Securities of any other series or of the coupons appertaining to such SecuritiesSeries. It shall not be necessary for the consent of any Holder the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver amendment under this Section 9.02 becomes effective, the Company Issuer shall give send or cause to be sent, by first class mail (or, in the case of any Global Securities, electronically through the customary procedures of the Depositary), to all affected Holders affected thereby a notice briefly describing the such amendment, supplement or waiver. The Company will mail supplemental indentures failure to Holders upon request. Any failure of the Company give such notice to mail all such noticeHolders, or any defect therein, shall not, however, in any way not impair or affect the validity of any such supplemental indenture or waiveran amendment under this Section.

With Consent of Holders. Subject to Sections 6.04 7.04 and 6.077.07, without prior notice to any Holders, the Company Company, the Guarantor and the Trustee may amend this Indenture Indenture, the Guarantee and the Securities of any series with the written consent of the Holders of a majority in principal amount (or, if any Securities are Original Issue Discount Securities, such portion of the Principal as may then be accelerated under Section 7.02) of the outstanding Securities of all series affected by such amendment (all such series voting as a separate one class), and the Holders of a majority in principal amount (or, if any Securities are Original Issue Discount Securities, such portion of the Principal as may then be accelerated under Section 7.02) of the outstanding Securities of all series affected thereby (all such series voting as a separate one class) by written notice to the Trustee may waive future compliance by the Company and the Guarantor with any provision of this Indenture Indenture, the Guarantee or the Securities of such series. Notwithstanding the provisions of this Section 9.0210.02, without the consent of each Holder affected thereby, an amendment or waiver, including a waiver pursuant to Section 6.047.04, may not: (a) change extend the stated maturity of the Principal of, or any sinking fund obligation or any installment of interest on, such Holder’s 's Security; (b) , or reduce the Principal amount thereof or the rate of interest thereon (including any amount in respect of original issue discount), or adversely affect the rights of such Holder under any mandatory redemption or repurchase provision or any right of redemption or repurchase at the option of such Holder, or reduce the amount of the Principal of an Original Issue Discount Security that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 7.02 or the amount thereof provable in bankruptcy, insolvency or similar proceeding, or change any place of payment where, or the currency in which, any Principal or the interest thereon is payable, modify any right to convert or exchange such Holder's Security for another security to the detriment of the Holder, or impair the right to institute suit for the enforcement of any such payment on or after the due date therefor; (c) reduce the above stated percentage of outstanding Securities the consent of whose holders is necessary to modify or amend the Indenture with respect to the Securities of the relevant series; and (db) reduce the percentage in principal amount of outstanding Securities of the relevant series the consent of whose Holders is required for any such supplemental indenture indenture, or for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this Indenture; (c) waive a Default in the payment of Principal of or interest on any Security of such Holder; or (d) modify any of the provisions of this Section 10.02, 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. 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 Holders of Securities of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series or of the coupons appertaining to such Securities. It shall not be necessary for the consent of any Holder under this Section 9.02 10.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 10.02 becomes effective, the Company shall give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07, without prior notice to any Holders, the Company and the Trustee may amend this Indenture and the Securities of any series with the written consent of the Holders of a majority in principal Principal amount of the outstanding Securities of all series affected by such amendment (all such series voting as a separate class), and the Holders of a majority in principal amount of the outstanding Securities of all series affected thereby (all such series voting as a separate class) by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture or the Securities of such seriesseries (including, without limitation, consents obtained in connection with a purchase of, or exchange offer for, Securities). Notwithstanding the provisions of this Section 9.02, without the consent of each Holder affected thereby, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (a) change the stated maturity of the Principal of, or any sinking fund obligation or any installment of interest on, such Holder’s Security;, (b) reduce the Principal amount thereof thereof, premium, if any, or the rate of interest thereon (including any amount in respect of original issue discount);; and (c) reduce the above stated percentage of outstanding Securities the consent of whose holders Holders is necessary to modify or amend the Indenture with respect to the Securities of the relevant series; and (d) reduce the percentage in principal amount of outstanding Securities of the relevant series the consent of whose Holders is required for any supplemental indenture or for any waiver of waive compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this Indenturewith respect to such series. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of Holders of Securities of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series or of the coupons appertaining to such Securitiesseries. It shall not be necessary for the consent of any Holder under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07, without prior notice to any Holders(a) The Company, the Company Guarantors and the Trustee may amend enter into one or more supplemental indentures to add to, change or eliminate any of the provisions of this Indenture and in respect of the Securities of any a series with the written consent of the Holders of a majority in aggregate principal amount of the then outstanding Securities of all series affected by such amendment (all such series voting (including consents obtained in connection with a tender offer or exchange offer for such Securities). Any past default or compliance with any provisions of this Indenture with respect to Securities of a series may be waived (except a default in the payment of principal, premium or interest and except as a separate classprovided in Section 8.02(b), and ) with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Securities of all series affected thereby (all such series voting as a separate class) by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture or the Securities of such series. Notwithstanding the provisions of this Section 9.02. (b) However, without the consent of each Holder of an outstanding Security of the affected therebyseries, an no amendment or waiver, including a waiver pursuant to Section 6.04, may not:may, (ai) change the stated maturity due date of the Principal principal of, or any sinking fund obligation or any installment of principal of or interest on, such Holder’s on any Security; (bii) reduce the Principal principal amount thereof of, or the any premium or interest rate of interest thereon (including on, any amount in respect of original issue discount)Security; (ciii) reduce change the above stated percentage place or currency of outstanding Securities payment of principal of, or any premium or interest on any Security; (iv) impair the consent right to institute suit for the enforcement of whose holders is necessary to modify any payment on or amend the Indenture with respect to the Securities of the relevant seriesany Security; andor (dv) reduce the percentage in principal amount of the then outstanding Securities of the relevant series Securities, the consent of whose Holders holders is required for any supplemental indenture modification or amendment of the indenture, for any waiver of compliance with certain provisions of this Indenture the indenture or for waiver of certain Defaults and their consequences provided for in 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 Holders of Securities of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture defaults. (c) The consent of the Holders of the Securities of any other series or of the coupons appertaining to such Securities. It shall not be necessary for the consent of any Holder under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it . It shall be sufficient if such consent approves the substance thereof. of the proposed amendment. (d) After an amendment, supplement or waiver under this Section 9.02 amendment that requires the consent of the Holders of the affected Securities becomes effective, the Company shall give mail to each Holder of the Holders affected thereby Securities at such Holder’s address appearing in the register maintained by the Registrar pursuant to Section 2.04 a notice briefly describing such amendment. However, the amendment, supplement or waiver. The Company will mail supplemental indentures failure to give such notice to all Holders upon request. Any failure of the Company to mail such noticeSecurities, or any defect therein, shall not, however, in any way not impair or affect the validity of the amendment. (e) Upon the written request of the Company accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the receipt by the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders as aforesaid and upon receipt by the Trustee of the documents described in Section 8.06, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or waiverimmunities under this Indenture, in which case the Trustee may, but shall not be obligated to, enter into such supplemental indenture.

With Consent of Holders. Subject to Sections 6.04 and 6.07, without prior notice to any Holders, the (a) The Company and the Trustee may amend or supplement this Junior Indenture and the Securities of in any series with the written consent of the Holders of a majority in principal amount of the outstanding Securities of all series affected manner not permitted by such amendment (all such series voting as a separate class)Section 9.01, and the Holders of a majority in principal amount of the outstanding Securities of all series affected thereby (all such series voting as a separate class) by written notice to the Trustee or may waive future compliance by the Company with any provision of this Indenture or the Securities of such series. Notwithstanding the provisions of this Section 9.02Junior Indenture, with the consent of the Holders of at least a majority in aggregate principal amount of the Debentures of each series affected thereby. Such an amendment or waiver may not, without the consent of each Holder of the Debentures affected thereby, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (a1) reduce the principal amount of such Debentures; (2) reduce the percentage of principal amount of such Debentures the Holders of which must consent to an amendment of this Junior Indenture or a waiver; (3) change the stated maturity of the Principal of, principal of or any sinking fund obligation the interest on or any installment rate of interest onof such Debentures; or (4) extend the time of payment of interest on such Debentures, except as provided herein; provided that, in the case of the outstanding Debentures of a series then held by a Trust, (i) no such Holder’s amendment shall be made that adversely affects the holders of the Trust Preferred Securities of that Trust, (ii) no termination of the Indenture may occur, and (iii) no waiver of any Event of Default with respect to the Debentures of that series or compliance with any covenant under this Indenture shall be effective, in each case without the prior consent of the holders of at least a majority of the aggregate liquidation preference of the outstanding Trust Preferred Securities of that Trust or the holder of each such Trust Preferred Security;, as applicable. (b) reduce the Principal amount thereof or the rate of interest thereon (including any amount in respect of original issue discount); (c) reduce the above stated percentage of outstanding Securities the consent of whose holders is necessary to modify or amend the Indenture with respect to the Securities of the relevant series; and (d) reduce the percentage in principal amount of outstanding Securities of the relevant series the consent of whose Holders is required for any supplemental indenture or for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this Indenture. A supplemental indenture which Junior Indenture that changes or eliminates any covenant or other provision of this Junior Indenture which that has expressly been included solely for the benefit of one or more particular series of SecuritiesDebentures, or which modifies the rights of the Holders of Securities Debentures of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Junior Indenture of the Holders of Securities Debentures of any other series or of the coupons appertaining to such Securities. series. (c) It shall not be necessary for the consent of any Holder the Holders of Debentures or holders of Trust Preferred Securities under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. . (d) If certain Holders agree to defer or waive certain obligations of the Company hereunder with respect to Debentures held by them, such deferral or waiver shall not affect the rights of any other Holder to receive the payment or performance required hereunder in a timely manner. (e) After an amendment, supplement amendment or waiver under this Section 9.02 becomes effective, the Company shall give mail to the Holders affected thereby each Holder a notice briefly describing the amendment, supplement amendment or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such noticenotices, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture amendment or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07, without prior notice to any Holders, the Company and the Trustee may amend this Indenture and the Securities of any series with the written consent of the Holders of a majority in principal amount (or, if any Securities are Original Issue Discount Securities, such portion of the Principal as may then be accelerated under Section 6.02) of the outstanding Securities of all series affected by such amendment (all such series voting as a separate one class), and the Holders of a majority in principal amount (or, if any Securities are Original Issue Discount Securities, such portion of the Principal as may then be accelerated under Section 6.02) of the outstanding Securities of all series affected thereby (all such series voting as a separate one class) by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture or the Securities of such series. Notwithstanding the provisions of this Section 9.02, without the consent of each Holder affected thereby, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (a) change extend the stated maturity of the Principal of, or any sinking fund obligation or any installment of interest on, such Holder’s Security; (b) , or reduce the Principal amount thereof or the rate of interest thereon (including any amount in respect of original issue discount), or adversely affect the rights of such Holder under any mandatory redemption or repurchase provision or any right of redemption or repurchase at the option of such Holder, or reduce the amount of the Principal of an Original Issue Discount Security that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 6.02 or the amount thereof provable in bankruptcy, insolvency or similar proceeding, or change any place of payment where, or the currency in which, any Principal or the interest thereon is payable, modify any right to convert or exchange such Holder’s Security for another security to the detriment of the Holder, or impair the right to institute suit for the enforcement of any such payment on or after the due date therefor; (c) reduce the above stated percentage of outstanding Securities the consent of whose holders is necessary to modify or amend the Indenture with respect to the Securities of the relevant series; and (db) reduce the percentage in principal amount of outstanding Securities of the relevant series the consent of whose Holders is required for any such supplemental indenture indenture, or for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this Indenture; (c) waive a Default in the payment of Principal of or interest on any Security of such Holder; or (d) modify any of the provisions of this Section 9.02, 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. 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 Holders of Securities of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series or of the coupons appertaining to such Securities. It shall not be necessary for the consent of any Holder under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07Except as provided below in this Section 9.02, without prior notice to any Holdersthis Indenture, the Company Securities or the Guarantees may be amended or supplemented, and the Trustee may amend noncompliance in any particular instance with any provision of this Indenture and Indenture, the Securities of any series or the Guarantees may be waived, in each case with the written consent of the Holders of at least a majority in principal amount of the then outstanding Securities affected thereby; provided, however, that any amendment to or supplement of all this Indenture, the Securities or the Guarantees that by its terms affects the rights of Holders of any series affected by such amendment (all such of then outstanding Securities but not the others series voting as a separate class)may be effected, and any default or compliance with any provision of this Indenture affecting the Holders of any series of then outstanding Securities but not the other series may be waived, with the consent of at least a majority in principal amount of the outstanding Securities of all series the affected thereby (all such series voting as a separate class) by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture or the Securities of such series. Notwithstanding the provisions of this Section 9.02, without Without the consent of each Holder of Securities that is affected thereby, an amendment or waiver, including a waiver pursuant to under this Section 6.04, 9.02 may not: (ai) reduce the principal amount of Securities of any series the Holders of which must consent to an amendment, supplement or waiver of any provision of this Indenture; (ii) reduce the rate of or extend the time for payment of interest on any series of Securities; (iii) reduce the principal of or change the stated maturity of any series of Securities; (iv) change the Principal ofdate on which any Security of any of series may be subject to redemption, or reduce the redemption price therefor; (v) make any sinking fund obligation or Security of any installment of interest on, such Holder’s series payable in currency other than that stated in the Security; (bvi) reduce the Principal amount thereof or the rate of interest thereon (including any amount in respect of original issue discount); (c) reduce the above stated percentage of outstanding Securities the consent of whose holders is necessary to modify or amend the Indenture with respect to the Securities of the relevant series; and (d) reduce the percentage in principal amount of outstanding Securities of the relevant series the consent of whose Holders is required for change any supplemental indenture or for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this Indenture. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture affecting the ranking of the Securities of any series in a manner which has expressly been included solely adversely affects the Holders thereof; (vii) impair the right of any Holder of Securities to institute suit for the benefit enforcement of one any payment in or more particular with respect to any such series of Securities, ; (viii) modify or change any provision of any Guarantee in a manner which modifies the rights of Holders of Securities of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of adversely affects the Holders of Securities any series of Securities; or (ix) make any other series or of change in the coupons appertaining to such Securitiesforegoing amendment and waiver provisions which require each Holder’s consent. It shall not be necessary for the consent of any Holder the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement amendment or waiver under this Section 9.02 becomes effective, the Company shall give mail to the Holders affected thereby a notice briefly describing the amendment, supplement amendment or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07, without prior notice to any HoldersExcept as provided below in this Section 9.02, the Company Issuer and the Trustee may amend amend, supplement or otherwise modify this Indenture and with the consent (including consents obtained in connection with a tender offer or exchange offer for Debt Securities of any one or more series with the written consent or all series or a solicitation of consents in respect of Debt Securities of any one or more series or all series) of the Holders of at least a majority in principal amount of the then outstanding Debt Securities of all each series affected by such amendment (all such series voting as a separate class)amendment, and supplement or other modification. Upon the Holders of a majority in principal amount request of the outstanding Securities of all series affected thereby (all such series voting as a separate class) by written notice to Issuer and upon the filing with the Trustee may waive future compliance by the Company with any provision of this Indenture or the Securities evidence of such series. Notwithstanding the provisions of this Section 9.02, without the consent of each Holder affected therebythe Holders as aforesaid, an and upon receipt by the Trustee of the documents described in Section 9.06, the Trustee shall, subject to Section 9.06, join with the Issuer and the Subsidiary Guarantors in the execution of such amendment or waiver, including a waiver pursuant to Section 6.04, may not: (a) change the stated maturity of the Principal of, or any sinking fund obligation or any installment of interest on, such Holder’s Security; (b) reduce the Principal amount thereof or the rate of interest thereon (including any amount in respect of original issue discount); (c) reduce the above stated percentage of outstanding Securities the consent of whose holders is necessary to modify or amend the Indenture with respect to the Securities of the relevant series; and (d) reduce the percentage in principal amount of outstanding Securities of the relevant series the consent of whose Holders is required for any supplemental indenture or for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in 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 Holders of Securities of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series or of the coupons appertaining to such Securitiesindenture. It shall not be necessary for the consent of any Holder the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. Except as provided below in this Section 9.02, the Holders of a majority in principal amount of the then outstanding Debt Securities of any series may, on behalf of the Holders of all Debt Securities of that series, waive compliance in a particular instance by the Issuer or any Subsidiary Guarantor with any provision of this Indenture with respect to Debt Securities of such series (including waivers obtained in connection with a tender offer or exchange offer for Debt Securities of such series or a solicitation of consents in respect of Debt Securities of such series). However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not: (a) reduce the percentage in principal amount of Debt Securities whose Holders must consent to an amendment, supplement or waiver; (b) reduce the rate of or extend the time for payment of interest (including default interest) on any Debt Security; (c) reduce the principal of or premium on or change the fixed maturity of any Debt Security or reduce the amount of, or postpone the date fixed for, the payment of any sinking fund or analogous obligation with respect to any series of Debt Securities; (d) reduce the principal amount of Original Issue Discount Securities payable upon acceleration of the Maturity thereof pursuant to Section 6.02; (e) reduce the premium, if any, payable upon the redemption of any Debt Security or waive the requirement that any Debt Security shall be redeemed; (f) change the coin or currency or currencies (including composite currencies) in which any Debt Security or any premium or interest with respect thereto are payable; (g) impair the right of any Holder to receive payment of principal of and premium, if any, and interest on such Holder’s Debt Securities or to institute suit for the enforcement of any payment of principal of, premium (if any) or interest on such Holder’s Debt Securities pursuant to Sections 6.07 and 6.08, except as limited by Section 6.06; (h) make any change in the percentage of principal amount of Debt Securities necessary to waive compliance with certain provisions of this Indenture pursuant to Section 6.04 or 6.07 or make any change in this sentence of Section 9.02; or (i) waive a continuing Default or Event of Default in the payment of principal of, premium (if any) or interest on the Debt Securities (except a rescission of acceleration of the Debt Securities of any series by the Holders of at least a majority in aggregate principal amount of the then outstanding Debt Securities of that series and a waiver of the payment default that resulted from such acceleration). A supplemental indenture 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 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. The right of any Holder to participate in any consent required or sought pursuant to any provision of this Indenture (and the obligation of the Issuer or any Subsidiary Guarantor to obtain any such consent otherwise required from such Holder) may be subject to the requirement that such Holder shall have been the Holder of record of any Debt Securities with respect to which such consent is required or sought as of a date identified by the Issuer or such Subsidiary Guarantor in a notice furnished to Holders in accordance with the terms of this Indenture. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company Issuer shall give mail to the Holders of each Debt Security affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture amendment, supplement or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07, without prior notice to any Holders, the Company and the Trustee may amend this Indenture and the Securities of any series with the written consent of the Holders of a majority in principal amount of the outstanding Securities of all series affected by such amendment (all such series voting together as a separate single class), and the Holders of a majority in principal amount of the outstanding Securities of all series affected thereby (all such series voting together as a separate single class) by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture or the Securities of such series. Notwithstanding the provisions of this Section 9.02, without the consent of each Holder affected thereby, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (a) change the stated maturity of the Principal of, or any sinking fund obligation or any installment of interest on, such Holder’s Security; (b) reduce the Principal amount thereof or the rate of interest thereon (including any amount in respect of original issue discount); (c) reduce the above stated percentage of outstanding Securities the consent of whose holders is necessary to modify or amend the Indenture with respect to the Securities of the relevant series; and (d) reduce the percentage in principal amount of outstanding Securities of the relevant series the consent of whose Holders is required for any supplemental indenture or for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in 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 Holders of Securities of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series or of the coupons appertaining to such Securities. It shall not be necessary for the consent of any Holder under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07, without prior notice to any Holders, the The Company and the Trustee may amend this Indenture and or the Securities of without notice to any series Securityholder but with the written consent of the Holders of at least a majority in principal amount of the outstanding Securities of each Series affected by such indenture supplement or amendment (each Series voting separately as one class). The Holders of a majority in principal amount of the outstanding Securities of all series affected by each such amendment Series (all such series each Series voting separately as a separate class), and the Holders of a majority in principal amount of the outstanding Securities of all series affected thereby (all such series voting as a separate one class) by written notice to the Trustee may waive future compliance by the Company in a particular instance with any provision of this Indenture or the Securities of such seriesSeries without notice to any Holder of Securities of such Series. Notwithstanding the provisions of this Section 9.02, without Without the consent of each Holder affected therebySecurityholder affected, however, an amendment amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may not: (a1) reduce the amount of Securities whose Holders must consent to an amendment, supplement or waiver; (2) reduce the rate of or change the stated maturity of the Principal of, or any sinking fund obligation or any installment time for payment of interest on, such Holder’s on any Security; (b3) reduce the Principal amount thereof principal of or change the rate fixed maturity of interest thereon (including any amount in respect of original issue discount)Security; (c4) reduce waive a default in the above payment of the principal of or premium, if any, or interest on any Security; (5) make any Security payable in money other than that stated percentage of outstanding Securities in the consent of whose holders is necessary to modify or amend Security; or (6) change the Indenture with respect provisions applicable to the Securities of the relevant series; and (d) reduce the percentage in principal amount of outstanding Securities of the relevant series the consent of whose Holders is required for any supplemental indenture or for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in 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 Holders of Securities of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities redemption of any other series or of the coupons appertaining to such SecuritiesSecurity. It shall not be necessary for the consent of any Holder the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiversupplement, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement Any supplemental indenture (or waiver under this Section 9.02 becomes effective, the Company shall give terms included in any Series of Securities issued in connection with any supplemental indenture) related to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity issuance of any Series of Securities may change, modify or amend the terms of this Indenture, as applicable to such supplemental indenture or waiversecurities, to conform to the description of such Securities set forth in the offering document for such Securities and any such changes, modifications and amendments shall be deemed to have been consented to by each Securityholder of such Securities.

With Consent of Holders. Subject to Sections 6.04 and 6.07, without prior notice to any Holders, the The Company and the Trustee may amend this Indenture and or the Securities of without notice to any series Securityholder but with the written consent of the Holders of at least a majority in principal amount of the outstanding Securities of all series affected by such amendment (all such series voting as a separate class), and the Holders of a majority in principal amount of the outstanding Securities of all series affected thereby (all such series voting as a separate class) by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture or the Securities of such seriesSecurities. Notwithstanding the provisions of this Section 9.02However, without the consent of each Holder affected therebySecurityholder affected, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (a1) change reduce the stated maturity amount of Securities whose Holders must consent to an amendment; (2) reduce the Principal of, rate of or any sinking fund obligation or any installment extend the time for payment of interest on, such Holder’s on any Security; (b3) reduce the Principal amount thereof principal of or extend the rate fixed maturity of interest thereon (including any amount in respect of original issue discount)Security; (c4) reduce the above premium payable upon the redemption of any Security or change the time at which any Security may or shall be redeemed; (5) make any Security payable in money other than that stated percentage in the Security; or (6) make any change in Section 5.04 or this Section; and, provided further, that in case more than one series of outstanding Securities the consent of whose holders is necessary to modify (or amend the Indenture with respect to the Securities of the relevant series; and (da single series which have different Terms) reduce the percentage in principal amount of shall be outstanding Securities of the relevant series the consent of whose Holders is required for any supplemental indenture or for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in under this Indenture. A supplemental indenture which changes or eliminates , and 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 such proposed amendment shall affect the rights of Holders of the Securities of one or more series (or Securities of a single series which have different Terms) and shall not affect the rights of Holders of the Securities of one or more of the other series (or Securities of a single series which have different Terms), then only Holders of Securities to be affected shall have authority or be required to consent to or approve such series with respect to such covenant or provision, amendment. Any waiver of a default provided for in Section 5.04 shall be deemed not to affect the rights under this Indenture Securities of all series, and, subject to the foregoing, any modification of the Holders provisions of any sinking fund or covenant established in respect of Securities of any other a particular series (or Securities of a single series having the coupons appertaining same Terms) shall be deemed to affect only such Securities. It shall not be necessary for the consent of any Holder the Holders under this Section 9.02 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver amendment under this Section 9.02 becomes effective, the Company shall give mail to Holders of the Holders affected thereby Securities a notice briefly describing the such amendment, supplement or waiver. The Company will mail supplemental indentures failure to Holders upon request. Any failure of the Company give such notice to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.all

With Consent of Holders. Subject to Sections 6.04 and 6.07The Issuer, without prior notice to any Holders, Subsidiary Guarantors (in the Company case of a Guaranteed Series of Securities) and the Trustee may amend this Indenture and or the Securities of without notice to any series Holder but with the written consent of the Holders of a majority in aggregate principal amount of the Securities then outstanding Securities of all series (including consents obtained in connection with a tender offer or exchange offer for the Securities) affected by such amendment (all such series voting as a separate class), and the Holders of a majority in principal amount of the outstanding Securities of all series affected thereby (all such series voting as a separate class) by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture or the Securities of such seriesamendment. Notwithstanding the provisions of this Section 9.02However, without the consent of each Holder affected therebyaffected, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (a) change the stated maturity Stated Maturity of the Principal of, or any sinking fund obligation principal of or any installment of interest onon the Securities of any Series, such Holder’s Security; (b) reduce the Principal principal amount thereof of, or the rate or amount of interest thereon (including on, or any amount in respect premium payable on redemption of, the Securities of original issue discount); (c) reduce any Series, or adversely affect any right of repayment of the above stated percentage Holder of outstanding the Securities of any Series, change the consent place of whose holders is necessary payment, or the coin or currency, for payment of principal of or interest on any Securities of any Series or impair the right to modify institute suit for the enforcement of any payment on or amend the Indenture with respect to the Securities of the relevant series; andany Series; (db) reduce the percentage in principal amount of the outstanding Securities of the relevant series the consent of whose Holders is required for any supplemental indenture Series necessary to modify or for any waiver of amend this Indenture, to waive compliance with certain provisions of this Indenture or certain Defaults defaults and their consequences provided for in this Indenture. A supplemental indenture which changes , or eliminates to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any covenant manner adverse to the Holders the terms and conditions of the obligations of the Issuer or other provision any Subsidiary Guarantor in respect of the due and punctual payments of principal and interest; or (d) modify any of this Indenture which has expressly been included solely for Section 9.02 or Section 6.05 hereof or any of the benefit provisions relating to the waiver of one certain past Defaults or more particular series of Securitiescertain covenants, except to increase the required percentage to effect the action or which modifies to provide that certain other provisions may not be modified or waived without the rights of Holders of Securities of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture consent of the Holders of the Securities of any other series or of the coupons appertaining to such SecuritiesSeries. It shall not be necessary for the consent of any Holder the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver amendment under this Section 9.02 becomes effective, the Company Issuer shall give send or cause to be sent, by first class mail (or, in the case of any Global Securities, electronically through the customary procedures of the Depositary), to all affected Holders affected thereby a notice briefly describing the such amendment, supplement or waiver. The Company will mail supplemental indentures failure to Holders upon request. Any failure of the Company give such notice to mail all such noticeHolders, or any defect therein, shall not, however, in any way not impair or affect the validity of any such supplemental indenture or waiveran amendment under this Section.

With Consent of Holders. Subject to Sections 6.04 and 6.07, without prior notice to any Holders, the Company and the Trustee may amend this Indenture and the Securities of any series with the written consent of the Holders of a majority in principal amount of the outstanding Securities of all series affected by such amendment supplemental indenture (all such series voting as a separate one class), and the Holders of a majority in principal amount of the outstanding Securities of all series affected thereby (all such series voting as a separate one class) by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture or the Securities of such series. Notwithstanding the provisions of this Section 9.02, without the consent of each Holder affected thereby, an amendment or waiver, including a waiver pursuant to Section 6.047.04, may not: (ai) change extend the stated maturity of the Principal of, or any sinking fund obligation or any installment of interest on, such Holder’s 's Security; (b) , or reduce the Principal amount thereof or the rate of interest thereon (including any amount in respect of original issue discount), or any premium payable with respect thereto, or adversely affect the rights of such Holder under any mandatory redemption or repurchase provision or any right of redemption or repurchase at the option of such Holder, or reduce the amount of the Principal of an Original Issue Discount Security that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 6.02 or the amount thereof provable in bankruptcy, or change any place of payment where, or the 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 due date therefor; (c) reduce the above stated percentage of outstanding Securities the consent of whose holders is necessary to modify or amend the Indenture with respect to the Securities of the relevant series; and (dii) reduce the percentage in principal amount of outstanding Securities of the relevant series the consent of whose Holders is required for any such supplemental indenture or indenture, for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this Indenture; (iii) waive a Default in the payment of Principal of or interest on any Security of such Holder; or (iv) modify any of the provisions of this Section 9.02, 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. 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 Holders of Securities of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series or of the coupons appertaining to such Securities. It shall not be necessary for the consent of any Holder under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07, without prior notice to any HoldersThe Issuer, the Company Guarantor and the Trustee may amend this Indenture and as it applies to any Series of Securities or any of the Securities other terms of any series such Series with the written consent of the Holders of at least a majority in principal amount of the outstanding Securities of all series such Series then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities). However, without the consent of each Holder of an affected by such Security, an amendment may not: (all such series voting as a separate class), and 1) make any change to the Holders percentage of a majority in principal amount of the outstanding Securities of all series affected thereby (all such series voting as a separate class) by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture or the Securities of such series. Notwithstanding the provisions of this Section 9.02applicable Series, without the consent of each Holder affected thereby, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (a) change the stated maturity of the Principal of, or any sinking fund obligation or any installment of interest on, such Holder’s Security; (b) reduce the Principal amount thereof or the rate of interest thereon (including any amount in respect of original issue discount); (c) reduce the above stated percentage of outstanding Securities the consent of whose holders is necessary to modify or amend the Indenture with respect to the Securities of the relevant series; and (d) reduce the percentage in principal amount of outstanding Securities of the relevant series the consent of whose Holders is required for any supplemental indenture amendment, 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 consequences) provided for in this Indenture. A supplemental indenture which changes ; Amended and Restated PBGC Indenture (2) make any change that adversely affects such Holder’s right to require the Issuer to purchase such Security in accordance with the terms thereof and this Indenture; (3) except as provided under Article VIII hereof or eliminates in accordance with the terms of any covenant Guarantee, release any Guarantor from any of its obligations under its Guarantee or make any change in a Guarantee that would adversely affect such Holder; (4) make any change in Section 6.04 or 6.07 or this Section 9.02, except to increase any percentage or to provide that certain other provision provisions of this Indenture which has expressly been included solely for cannot be modified or waived without the benefit of one or more particular series of Securities, or which modifies the rights of Holders of Securities of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture consent of the Holders of Securities each Security outstanding affected thereby; (5) change the Scheduled Maturity of any other series Security, or reduce the principal amount thereof or the premium, if any, or the rate of interest thereon, or change the coin or currency in which, any 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); (6) change any obligation of the coupons appertaining Issuer to such maintain an office or agency in the places and for the purposes specified in Section 2.04; (7) provide for the subordination of a Security or the Guarantee to any obligation of the Issuer or the Guarantor, respectively; or (8) reduce the redemption price of any Securities. It shall not be necessary for the consent of any Holder the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver amendment under this Section 9.02 becomes effective, the Company Issuer shall give mail to the all affected Holders affected thereby a notice briefly describing the such amendment, supplement or waiver. The Company will mail supplemental indentures failure to Holders upon request. Any failure of the Company give such notice to mail all such noticeHolders, or any defect therein, shall not, however, in any way not impair or affect the validity of an amendment under this Section. An amendment of this Indenture that is approved by the Holders of a particular Series of Securities shall be deemed not to affect the rights under this Indenture of the Holders of any other Series of Securities unless such supplemental indenture or waiveramendment shall also be approved by the requisite Holders of such other Series of Securities.

With Consent of Holders. Subject to Sections 6.04 and 6.07, without prior notice to any Holders, the The Company and the Trustee may amend or supplement this Indenture and or the Securities of a Series without notice to any series Holder of such Series but with the written consent of the Holders of at least a majority in principal amount of the outstanding Securities of each such Series (voting as a single class) affected by the amendment. Each such Series shall vote as a separate class. The Holders of a majority in principal amount of the outstanding Securities of all series affected by such amendment (all such series voting as a separate class), and the Holders of a majority in principal amount of the outstanding Securities of all series affected thereby (all such series voting as a separate class) by written notice to the Trustee any Series may waive future compliance by the Company with any provision of this Indenture or the Securities of such series. Notwithstanding the provisions Series or of this Section 9.02, Indenture relating to such Series without notice to any Holder. Without the consent of each Holder affected therebyof a Security of a Series affected, however, an amendment amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may not: (a1) change the stated maturity of the Principal of, or any sinking fund obligation principal of or any installment of interest on, such Holder’s Securitywith respect to the affected Securities; (b2) reduce the Principal principal amount thereof of, or the rate of interest thereon (including any amount in respect of original issue discount)on, the affected Securities; (c3) change the currency of payment of principal of or interest on the affected Securities; (4) change the redemption provisions, if any, of any affected Securities in any manner adverse to the Holders of such Securities; (5) impair the right to institute suit for the enforcement of any payment on or with respect to the affected Securities; (6) reduce the above stated percentage of outstanding Holders of Securities the consent of whose holders is any affected Series necessary to modify or amend the Indenture with respect to the Securities of the relevant series; and (d) reduce the percentage in principal amount of outstanding Securities of the relevant series the consent of whose Holders is required for any supplemental indenture or for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this Indenture. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been relating to such Series; (7) modify this Section 10.02 or reduce the percentage of outstanding Securities necessary to waive any covenant or past default; (8) in the case of any convertible debt securities, adversely affect the right to convert the affected Securities into Capital Stock in accordance with the provisions of the applicable Series; or (9) waive a default in the payment of the principal of or interest on any affected Security. An amendment of a provision included solely for the benefit of one or more particular series of Securities, or which modifies Series does not affect the rights interests of Holders of any other Series. Only the Holders of a majority in principal amount of Securities of a particular Series may waive compliance with a provision of this Indenture relating to such Series or the Securities of such series with respect Series having applicability solely to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series or of the coupons appertaining to such SecuritiesSeries. It shall not be necessary for the consent of any Holder the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiversupplement, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07, without prior notice to any Holders, the The Company and the Trustee may amend or supplement this Indenture and the Securities of any a series with the written consent of the Holders of not less than a majority in principal amount of the outstanding Outstanding Securities of all such series affected by such amendment (all or supplement. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such series voting amended or supplemental indenture, upon receipt by the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities as a separate class)aforesaid, and upon receipt by the Trustee of the documents described in Section 9.06 hereof, the Trustee will join with the Company in the execution of such amended or supplemental indenture and make any further appropriate agreements and stipulations that may be therein contained unless such amended or supplemental indenture directly and adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture. The Holders of a majority in principal amount of the outstanding Securities of all such series affected thereby (all such series voting as a separate class) by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture or the Securities of such seriesseries without notice to any Holder. Notwithstanding the provisions However, with respect to a given Holder of this Section 9.02, without the consent of each Holder such series affected thereby, an amendment amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may not, without such Holder’s consent: (a) change the stated maturity of the Principal of, or any sinking fund obligation or any installment of interest on, such Holder’s Security; (b1) reduce the Principal amount thereof or the rate of interest thereon (including any amount in respect of original issue discount); (c) reduce the above stated percentage of outstanding Securities the consent of whose holders is necessary to modify or amend the Indenture with respect to the Securities of the relevant series; and (d) reduce the percentage in principal amount of outstanding Securities of the relevant series the consent of whose Holders is required for any supplemental indenture or for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in 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 Holders of Securities of such series with respect whose Holders must consent to an amendment, supplement or waiver; (2) reduce the rate of interest on any Security of such covenant series; (3) reduce the principal amount of or provisionthe premium, shall be deemed not to affect if any, on any Security or change the rights under this Indenture Stated Maturity of any Security; (4) change the place, manner, timing or Currency of payment of principal of, premium, if any, or interest on, any Security; (5) reduce the portion of the Holders principal amount of Securities an OID Security of such series payable upon acceleration of its Maturity; or (6) makes any other series or change in the amendment and waiver provisions of the coupons appertaining to such Securitiesthis Section 9.02. It shall not be necessary for the consent any Act of any Holder Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiveramendment, but it shall be sufficient if such consent approves Act shall approve the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07, without prior notice to any Holders, the Company and the Trustee may amend this Indenture and the Securities of any series with the written consent of the Holders of a majority in principal Principal amount of the outstanding Securities of all series affected by such amendment (all such series voting considered together as a separate classone class for this purpose), and the Holders of a majority in principal amount of the outstanding Securities of all series affected thereby (all such series voting considered together as a separate classone class for this purpose) by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture or the Securities of such seriesseries (including, without limitation, consents obtained in connection with a purchase of, or exchange offer for, Securities). Notwithstanding the provisions of this Section 9.02, without the consent of each Holder affected thereby, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (a) change the stated maturity of the Principal of, or any sinking fund obligation or any installment of interest on, such Holder’s Security;, (b) reduce the Principal amount thereof thereof, premium, if any, or the rate of interest thereon (including any amount in respect of original issue discount);; and (c) reduce the above stated percentage of outstanding Securities the consent of whose holders Holders is necessary to modify or amend the Indenture with respect to the Securities of the relevant series; and (d) reduce the percentage in principal amount of outstanding Securities of the relevant series the consent of whose Holders is required for any supplemental indenture or for any waiver of waive compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this Indenturewith respect to such series. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of Holders of Securities of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series or of the coupons appertaining to such Securitiesseries. It shall not be necessary for the consent of any Holder under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07, without prior notice to any Holders, the Company and the Trustee may amend this Indenture and the Securities of any series with the written consent of the Holders of a majority in principal amount of the outstanding Securities of all series affected by such amendment supplemental indenture (all such series voting as a separate one class), and the Holders of a majority in principal amount of the outstanding Securities of all series affected thereby (all such series voting as a separate one class) by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture or the Securities of such series. Notwithstanding the provisions of this Section 9.02, without the consent of each Holder affected thereby, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (ai) change extend the stated maturity of the Principal of, or any sinking fund obligation or any installment of interest on, such Holder’s 's Security; (b) , or reduce the Principal amount thereof or the rate of interest thereon (including any amount in respect of original issue discount), or any premium payable with respect thereto, or adversely affect the rights of such Holder under any mandatory redemption or repurchase provision or any right of redemption or repurchase at the option of such Holder, or reduce the amount of the Principal of an Original Issue Discount Security that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 6.02 or the amount thereof provable in bankruptcy, or change any place of payment where, or the 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 due date therefor; (c) reduce the above stated percentage of outstanding Securities the consent of whose holders is necessary to modify or amend the Indenture with respect to the Securities of the relevant series; and (dii) reduce the percentage in principal amount of outstanding Securities of the relevant series the consent of whose Holders is required for any such supplemental indenture or indenture, for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this Indenture; (iii) waive a Default in the payment of Principal of or interest on any Security of such Holder; or (iv) modify any of the provisions of this Section 9.02, 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. 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 Holders of Securities of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series or of the coupons appertaining to such Securitiesseries. It shall not be necessary for the consent of any Holder under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company or, at the Company's written request, the Trustee shall give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company or, at the Company's written request, the Trustee will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07, without prior notice to any Holders, the The Company and the Trustee may amend this Indenture and or the Securities of without notice to any series Securityholder but with the written consent of the Holders of at least a majority in principal amount of the outstanding Securities of all series affected by such amendment (all such series voting as a separate class), and the Holders of a majority in principal amount of the outstanding Securities of all series affected thereby (all such series voting as a separate class) by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture or the Securities of such seriesthen outstanding. Notwithstanding the provisions of this Section 9.02However, without the consent of each Holder affected therebySecurityholder affected, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (a) change the stated maturity of the Principal of, any payment of principal of or any sinking fund obligation premium or any installment of interest onon the Securities, reduce the principal amount thereof or the interest or any premium thereon, change the method of computing the amount of principal thereof or interest thereon on any date, change any place of payment where, or the coin or currency in which, the Securities or any premium or interest thereon is payable or impair the right to institute suit for the enforcement of any such Holder’s Securitypayment on or after the maturity thereof (or, in the case of redemption or repayment, on or after the redemption date or the repayment date, as the case may be); (b) reduce the Principal amount thereof or the rate of interest thereon (including any amount in respect of original issue discount); (c) reduce the above stated percentage of outstanding Securities the consent of whose holders is necessary to modify or amend the Indenture with respect to the Securities of the relevant series; and (d) reduce the percentage in principal amount of the outstanding Securities of the relevant series Securities, the consent of whose Holders is required for any supplemental indenture such modification or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain Defaults defaults thereunder and their consequences provided for in this Indenture. A supplemental indenture which changes ; or (c) modify any of the provisions of this Section, Section 5.4 or eliminates Section 3.5, except to increase any covenant such percentage or to provide that certain other provision provisions of this Indenture which has expressly been included solely for cannot be modified or waived without the benefit of one or more particular series of Securities, or which modifies the rights of Holders of Securities of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture consent of the Holders Holder of Securities of any other series or of the coupons appertaining to such Securitieseach outstanding Note affected thereby. It shall not be necessary for the consent of any Holder the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver amendment under this Section 9.02 becomes effective, the Company shall give mail to the Holders affected thereby Securityholders a notice briefly describing the such amendment, supplement or waiver. The Company will mail supplemental indentures failure to Holders upon request. Any failure of the Company give such notice to mail such noticeall Securityholders, or any defect therein, shall not, however, in any way not impair or affect the validity of any such supplemental indenture or waiveran amendment under this Section.

With Consent of Holders. Subject to Sections 6.04 and 6.07, without prior notice to any HoldersExcept as provided below in this Section 8.02, the Company Company, each Guarantor, if any, and the Trustee may amend or supplement this Indenture and with the consent (including consents obtained in connection with a tender offer for the Securities or a series of any series with the written consent Securities or a solicitation of consents in respect of the Securities or a series of Securities, provided that such offer or solicitation is made to all Holders of the applicable series of Securities then outstanding on equal terms) of the Holders of at least a majority in aggregate principal amount of the series of Securities affected by such supplemental indenture then outstanding affected thereby. The Holders of a majority in aggregate principal amount of the outstanding Securities of all a series affected by such amendment (all such series voting as a separate class), and the Holders of a majority in principal amount of the then outstanding Securities of all series affected thereby (all such series voting as a separate class) by written notice to the Trustee may waive future compliance in a particular instance by the Company or any Guarantor with any provision of this Indenture or the applicable Securities (including waivers obtained in connection with a tender offer for such Securities or a solicitation of consents in respect of such seriesSecurities. Notwithstanding Upon the provisions request of this Section 9.02the Company and each Guarantor, without if any, accompanied by a resolution of the Board of Directors of each of the Company and each Guarantor, if any, authorizing the execution of any supplemental indenture entered into to effect any such amendment, supplement or waiver, and upon the filing with the Trustee of evidence of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 8.06, the Trustee shall join with the Company and each Holder Guarantor, if any, in the execution of such supplemental indenture. After an amendment, supplement or waiver under this Section 8.02 becomes effective, the Company shall send to the Holders of each Security affected therebythereby a notice briefly describing the amendment, an amendment supplement or waiver, including a waiver pursuant to Section 6.04, may not: (a) change the stated maturity . Any failure of the Principal ofCompany to send such notice, or any sinking fund obligation or any installment of interest on, such Holder’s Security; (b) reduce the Principal amount thereof or the rate of interest thereon (including any amount in respect of original issue discount); (c) reduce the above stated percentage of outstanding Securities the consent of whose holders is necessary to modify or amend the Indenture with respect to the Securities of the relevant series; and (d) reduce the percentage in principal amount of outstanding Securities of the relevant series the consent of whose Holders is required for any supplemental indenture or for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in 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 Holders of Securities of such series with respect to such covenant or provisiondefect therein, shall be deemed not to not, however, in any way impair or affect the rights under this Indenture of the Holders of Securities validity of any other series such amendment, supplement or of the coupons appertaining to such Securitieswaiver. It shall not be necessary for the consent of any Holder the Holders under this Section 9.02 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After Without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 becomes effective8.02 may not: (i) extend the final maturity of the principal of any of the Securities; (ii) reduce the principal amount of any of the Securities (including reducing the amount of the principal of a Discount at Issue Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02); (iii) reduce the rate or extend the time of payment of interest, including default interest, Additional Amounts or any change in the Company shall give Floating or Adjustable Rate Provision pursuant to which such rate is determined that would reduce such rate for any period, if any, on any of the Holders affected thereby Securities; (iv) reduce any amount payable on redemption of any of the Securities; (v) change the currency in which the principal of or premium, if any, Additional Amounts, if any, or interest, if any, on any of the Securities is payable; (vi) impair the right to institute suit for the enforcement of any payment of principal of or premium, if any, Additional Amounts, if any, or interest, if any, on any Security pursuant to Section 5.07 and Section 5.08, except as limited by Section 5.06; (vii) make any change in the percentage of principal amount of the Securities necessary to waive compliance with or to modify certain provisions of this Indenture pursuant to Section 5.04 or Section 5.07 or this clause of this Section 8.02; or (viii) waive a notice briefly describing continuing Default or Event of Default in the amendmentpayment of principal of or premium, supplement if any, Additional Amounts, if any, or waiverinterest, including default interest, if any, on the Securities. The Company will mail supplemental indentures right of any Holder to Holders upon request. Any failure participate in any consent required or sought pursuant to any provision of this Indenture (and the obligation of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of obtain any such supplemental indenture or waiverconsent otherwise required from such Holder) may be subject to the requirement that such Holder shall have been the Holder of record of the Securities as of a record date fixed by the Company in accordance with Section 8.04 of this Indenture.

With Consent of Holders. Subject to Sections 6.04 and 6.07, without prior notice to any HoldersExcept as provided below in this Section 9.02, the Company Company, the Subsidiary Guarantors and the Trustee may amend this Indenture and or the Securities of any series with the written consent (including consents obtained in connection with a tender offer or exchange offer for Securities or a solicitation of consents in respect of 50 Securities, provided that in each case such offer or solicitation is made to all Holders of then outstanding Securities on equal terms) of the Holders of at least a majority in of the principal amount of the outstanding Securities Securities. Upon the request of all series affected the Company and the Subsidiary Guarantors, accompanied by a Board Resolution of the Company and each Subsidiary Guarantor authorizing the execution of any such amendment (all such series voting as a separate class)supplemental indenture, and upon the Holders of a majority in principal amount of the outstanding Securities of all series affected thereby (all such series voting as a separate class) by written notice to filing with the Trustee may waive future compliance by the Company with any provision of this Indenture or the Securities evidence of such series. Notwithstanding the provisions of this Section 9.02, without the consent of each Holder affected therebythe Holders as aforesaid, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (a) change and upon receipt by the stated maturity Trustee of the Principal ofOpinion of Counsel described in Section 9.06, or any sinking fund obligation or any installment of interest on, such Holder’s Security; (b) reduce the Principal amount thereof or Trustee shall join with the rate of interest thereon (including any amount Company and the Subsidiary Guarantors in respect of original issue discount); (c) reduce the above stated percentage of outstanding Securities the consent of whose holders is necessary to modify or amend the Indenture with respect to the Securities of the relevant series; and (d) reduce the percentage in principal amount of outstanding Securities of the relevant series the consent of whose Holders is required for any supplemental indenture or for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in 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 Holders of Securities execution of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series or of the coupons appertaining to such Securitiessupplemental indenture. It shall not be necessary for the consent of any Holder the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After The Holders of a majority of the principal amount of the outstanding Securities may waive compliance in a particular instance by the Company or the Subsidiary Guarantors with any provision of this Indenture or the Securities (including waivers obtained in connection with a tender offer or exchange offer for Securities or a solicitation of consents in respect of Securities, provided that in each case such offer or solicitation is made to all Holders of the then outstanding Securities on equal terms). However, without the consent of each Holder affected, an amendment or waiver under this Section may not: (1) reduce the percentage of principal amount of Securities whose Holders must consent to an amendment, supplement or waiver under of any provision of this Indenture or the Securities; (2) reduce the rate or change the time for payment of interest, including default interest, on the Securities; (3) reduce the principal amount of any Security or change the Maturity Date of the Securities; (4) reduce the redemption price, including premium, if any, payable upon the redemption of any Security or change the time at which any Security may be redeemed; (5) reduce the repurchase price, including premium, if any, payable upon the repurchase of any Security pursuant to Sections 4.11 or 4.16, or change the time at which any Security may or shall be repurchased thereunder; (6) waive a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Securities; (7) make any Security payable in money other than that stated in the Security; (8) impair the right to institute suit for the enforcement of principal of, premium, if any, or principal on any Security pursuant to Sections 6.07 or 6.08, except as limited by Section 6.06; or (9) make any change in Section 6.04 or Section 6.07 or in this sentence of this Section 9.02 becomes effective, the Company shall give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver9.02. The Company will mail supplemental indentures right of any Holder to Holders upon request. Any failure participate in any consent required or sought pursuant to any provision of this Indenture (and the obligation of the Company to mail obtain any such notice, or any defect therein, consent otherwise required from such Holder) may be subject to the requirement that such Holder shall not, however, in any way impair or affect have been the validity Holder of record of any Securities with respect to which such supplemental indenture consent is required or waiversought as of a date identified by the Trustee in a notice furnished to Holders in accordance with the terms of this Indenture.

With Consent of Holders. Subject to Sections 6.04 and 6.07, without prior notice to any Holders, the Company and the Trustee may amend this Indenture and the Securities of any series with the written consent of the Holders of a majority in principal amount of the outstanding Securities of all series affected by such amendment (all such series voting as a separate class), and the Holders of a majority in principal amount of the outstanding Securities of all series affected thereby (all such series voting as a separate class) by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture or the Securities of such series. Notwithstanding the provisions of this Section 9.02, without the consent of each Holder affected thereby, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (ai) change the stated maturity of the Principal of, or any sinking fund obligation or any installment of interest on, such Holder’s 's Security; (bii) reduce the Principal amount thereof or the rate of interest thereon (including any amount in respect of original issue discount); (ciii) if applicable, reduce any amount payable upon redemption of Securities of the relevant series; (iv) if applicable, change the Company's obligation to redeem Securities of the relevant series upon a fundamental change as defined in the relevant indenture supplemental hereto; (v) impair the right of such Holder to institute suit for payment on such Holder's Security when due; (vi) change the currency in which payment of the Principal of and interest on the Securities of the relevant series shall be payable; (vii) if applicable, impair any right of a Holder to convert or exchange Securities of the relevant series; (viii) reduce the above stated percentage of outstanding Securities the consent of whose holders Holders is necessary to modify or amend the Indenture with respect to the Securities of the relevant series; and (dix) reduce the percentage in principal amount of outstanding Securities of the relevant series the consent of whose Holders is required for any supplemental indenture or indenture, for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in 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 Holders of Securities of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series or of the coupons appertaining to such Securitiesseries. It shall not be necessary for the consent of any Holder under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 6.4 and 6.076.7, without prior notice to any Holders, the Company and the Trustee may amend this Indenture and the Securities of any series with the written consent of the Holders of a majority in principal amount of the outstanding Securities of all series affected by such amendment supplemental indenture (all such series voting as a separate one class), and the Holders of a majority in principal amount of the outstanding Securities of all series affected thereby (all such series voting as a separate one class) by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture or the Securities of such series. Notwithstanding the provisions of this Section 9.029.2, without the consent of each Holder affected thereby, an amendment or waiver, including a waiver pursuant to Section 6.046.4, may not: (ai) change extend the stated maturity of the Principal of, or any sinking fund obligation or any installment of interest on, such Holder’s Security; (b) , or reduce the Principal amount thereof or the rate of interest thereon (including any amount in respect of original issue discount), or any premium payable with respect thereto, or adversely affect the rights of such Holder under any mandatory redemption or repurchase provision or any right of redemption or repurchase at the option of such Holder, or reduce the amount of the Principal of an Original Issue Discount Security that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 6.2 or the amount thereof provable in bankruptcy, or change any place of payment where, or the 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 due date therefor; (c) reduce the above stated percentage of outstanding Securities the consent of whose holders is necessary to modify or amend the Indenture with respect to the Securities of the relevant series; and (dii) reduce the percentage in principal amount of outstanding Securities of the relevant series the consent of whose Holders is required for any such supplemental indenture or indenture, for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this Indenture; (iii) waive a Default in the payment of Principal of or interest on any Security of such Holder; or (iv) modify any of the provisions of this Section 9.2, 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. 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 Holders of Securities of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series or of the coupons appertaining to such Securities. It shall not be necessary for the consent of any Holder under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 9.2 becomes effective, the Company shall give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07, without prior notice to any Holders, the (a) The Company and the Trustee may amend or supplement this Junior Indenture and the Securities of in any series with the written consent of the Holders of a majority in principal amount of the outstanding Securities of all series affected manner not permitted by such amendment (all such series voting as a separate class)Section 9.01 hereof, and the Holders of a majority in principal amount of the outstanding Securities of all series affected thereby (all such series voting as a separate class) by written notice to the Trustee or may waive future compliance by the Company with any provision of this Indenture or the Securities of such series. Notwithstanding the provisions of this Section 9.02Junior Indenture, with the consent of the Holders of at least a majority in aggregate principal amount of the Debentures of each series affected thereby. Such an amendment or waiver may not, without the consent of each Holder of the Debentures affected thereby, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (a1) reduce the principal amount of such Debentures; (2) reduce the percentage of principal amount of such Debentures the Holders of which must consent to an amendment of this Junior Indenture or a waiver; (3) change the stated maturity of the Principal of, principal of or any sinking fund obligation the interest on or any installment rate of interest onof such Debentures; or (4) extend the time of payment of interest on such Debentures, except as provided herein; provided that, in the case of the outstanding Debentures of a series then held by a Trust, (i) no such Holder’s amendment shall be made that adversely affects the holders of the Trust Preferred Securities of that Trust, (ii) no termination of the Indenture may occur, and (iii) no waiver of any Event of Default with respect to the Debentures of that series or compliance with any covenant under this Indenture shall be effective, in each case without the prior consent of the holders of at least a majority of the aggregate liquidation preference of the outstanding Trust Preferred Securities of that Trust or the holder of each such Trust Preferred Security;, as applicable. (b) reduce the Principal amount thereof or the rate of interest thereon (including any amount in respect of original issue discount); (c) reduce the above stated percentage of outstanding Securities the consent of whose holders is necessary to modify or amend the Indenture with respect to the Securities of the relevant series; and (d) reduce the percentage in principal amount of outstanding Securities of the relevant series the consent of whose Holders is required for any supplemental indenture or for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this Indenture. A supplemental indenture which Junior Indenture that changes or eliminates any covenant or other provision of this Junior Indenture which that has expressly been included solely for the benefit of one or more particular series of SecuritiesDebentures, or which modifies the rights of the Holders of Securities Debentures of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Junior Indenture of the Holders of Securities Debentures of any other series or of the coupons appertaining to such Securities. series. (c) It shall not be necessary for the consent of any Holder the Holders of Debentures or holders of Trust Preferred Securities under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. . (d) If certain Holders agree to defer or waive certain obligations of the Company hereunder with respect to Debentures held by them, such deferral or waiver shall not affect the rights of any other Holder to receive the payment or performance required hereunder in a timely manner. (e) After an amendment, supplement amendment or waiver under this Section 9.02 becomes effective, the Company shall give mail to the Holders affected thereby each Holder a notice briefly describing the amendment, supplement amendment or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such noticenotices, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture amendment or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07, without prior notice to any HoldersThe Company, the Company Subsidiary Guarantors and the Trustee may amend this Indenture and with respect to a series of Securities or the Securities of any such series with the written consent of the Holders of at least a majority in principal amount of the outstanding Securities of all that series affected by such amendment then outstanding (all such series voting as including consents obtained in connection with a separate class), tender offer or exchange for the Securities of that series) and any past default or compliance with any provisions may also be waived with the consent of the Holders of at least a majority in principal amount of the outstanding Securities of all that series affected thereby (all such series voting as a separate class) by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture or the Securities of such seriesthen outstanding. Notwithstanding the provisions of this Section 9.02However, without the consent of each Holder of an outstanding Security of a series affected thereby, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (a1) change reduce the stated maturity amount of such Securities of that series whose Holders must consent to an amendment; (2) reduce the Principal of, rate of or any sinking fund obligation or any installment extend the time for payment of interest on, on any such Holder’s Security of that series; (3) reduce the principal of or extend the Stated Maturity of any such Security; (b4) reduce the Principal amount thereof premium payable upon the redemption of any such Security or change the rate of interest thereon (including time at which any amount such Security may be redeemed in respect of original issue discount)accordance with Article 3; (c5) reduce the above make any such Security payable in money other than that stated percentage of outstanding Securities the consent of whose holders is necessary to modify or amend the Indenture with respect to the Securities of the relevant series; andin such Security; (d6) reduce make any changes in the percentage in principal amount ranking or priority of outstanding Securities any Security of such series that would adversely affect the relevant series the consent of whose Holders is required for any supplemental indenture or for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in 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 Holders of Securities of such series series; (7) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02; or (8) make any change in, or release other than in accordance with respect to such covenant or provisionthis Indenture, shall be deemed not to any Subsidiary Guarantee that would adversely affect the rights under this Indenture of the Holders of Securities of any other series or of the coupons appertaining to such Securitiesseries. It shall not be necessary for the consent of any Holder the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver amendment under this Section 9.02 becomes effectiveeffective with respect to a series of Securities, the Company shall give mail to the Holders affected thereby of such series a notice briefly describing the such amendment, supplement or waiver. The Company will mail supplemental indentures failure to give such notice to all Holders upon request. Any failure of the Company to mail such noticeseries, or any defect therein, shall not, however, in any way not impair or affect the validity of any such supplemental indenture or waiveran amendment under this Section 9.02.

With Consent of Holders. Subject to Sections 6.04 and 6.07, without prior notice to any Holders, the Company and the Trustee may amend this Indenture and the Securities of any series with the written consent of the Holders of a majority in principal amount of the outstanding Securities of all series affected by such amendment supplemental indenture (all such series voting as a separate one class), and the Holders of a majority in principal amount of the outstanding Securities of all series affected thereby (all such series voting as a separate one class) by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture or the Securities of such series. Notwithstanding the provisions of this Section 9.02, without the consent of each Holder affected thereby, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (ai) change extend the stated maturity of the Principal of, or any sinking fund obligation or any installment of interest on, such Holder’s 's Security; (b) , or reduce the Principal amount thereof or the rate of interest thereon (including any amount in respect of original issue discount), or any premium payable with respect thereto, or adversely affect the rights of such Holder under any mandatory redemption or repurchase provision or any right of redemption or repurchase at the option of such Holder, or reduce the amount of the Principal of an Original Issue Discount Security that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 6.02 or the amount thereof provable in bankruptcy, or change any place of payment where, or the 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 due date therefor; (c) reduce the above stated percentage of outstanding Securities the consent of whose holders is necessary to modify or amend the Indenture with respect to the Securities of the relevant series; and (dii) reduce the percentage in principal amount of outstanding Securities of the relevant series the consent of whose Holders is required for any such supplemental indenture or indenture, for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this Indenture; (iii) waive a Default in the payment of Principal of or interest on any Security of such Holder; (iv) modify any of the provisions of this Section 9.02, 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; or (v) make any change to Article 10 that would adversely affect the rights of any Holders. 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 Holders of Securities of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series or of the coupons appertaining to such Securities. It shall not be necessary for the consent of any Holder under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07, without prior notice to any Holders, the Company and the Trustee may amend this Indenture and the Securities of any series with the written consent of the Holders of a majority in principal Principal amount of the outstanding Securities of all each series affected by such amendment (all such series voting as a separate class)amendment, and the Holders of a majority in principal Principal amount of the outstanding Securities of all each series affected thereby (all such series voting as a separate class) by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture or the Securities of such series. Notwithstanding the provisions of this Section 9.02, without the consent of each Holder affected thereby, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (a) change the stated maturity of the Principal of, or any sinking fund obligation or any installment of interest on, such Holder’s Security;, (b) reduce the Principal amount thereof or the rate of interest thereon (including any amount in respect of original issue discount); (c) reduce the above stated percentage of outstanding Securities the consent of whose holders is necessary to modify or amend the Indenture with respect to the Securities of the relevant series; and (d) reduce the percentage in principal Principal amount of outstanding Securities of the relevant series the consent of whose Holders is required for any supplemental indenture or for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in 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 Holders of Securities of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series or of the coupons appertaining to such Securities. It shall not be necessary for the consent of any Holder under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 ‎6.04 and 6.07‎6.07, without prior notice to any Holders, the Company and the Trustee may amend this Indenture and the Securities of any series with the written consent of the Holders of a majority in principal Principal amount of the outstanding Securities of all each series affected by such amendment (all such series voting together as a separate single class), and the Holders of a majority in principal Principal amount of the outstanding Securities of all each series affected thereby (all such series voting together as a separate single class) by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture or the Securities of such series. Notwithstanding the provisions of this Section ‎Section 9.02, without the consent of each Holder affected thereby, an amendment or waiver, including a waiver pursuant to Section ‎Section 6.04, may not: (a) change the stated maturity of the Principal of, or any sinking fund obligation or any installment of interest on, such Holder’s Security;, (b) reduce the Principal amount thereof or the rate of interest thereon (including any amount in respect of original issue discount); (c) reduce the above stated percentage of outstanding Securities the consent of whose holders is necessary to modify or amend the Indenture with respect to the Securities of the relevant series; and (d) reduce the percentage in principal Principal amount of outstanding Securities of the relevant series the consent of whose Holders is required for any supplemental indenture or for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in 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 Holders of Securities of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series or of the coupons appertaining to such Securitiesseries. It shall not be necessary for the consent of any Holder under this Section ‎Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section ‎Section 9.02 becomes effective, the Company shall give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07, without prior notice to any Holders, the Company and the Trustee may amend this Indenture and the Securities of any series with the written consent of the Holders of a majority in principal amount of the outstanding Securities of all series affected by such amendment (all such series voting as a separate one class), and the Holders of a majority in principal amount of the outstanding Securities of all series affected thereby (all such series voting as a separate one class) by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture or the Securities of such series. Notwithstanding the provisions of this Section 9.02, without the consent of each Holder affected thereby, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (a) change extend the stated maturity of the Principal of, or any sinking fund obligation or any installment of interest on, such Holder’s 's Security; (b) , or reduce the Principal amount thereof or the rate of interest thereon (including any amount in respect of original issue discount), or any premium payable with respect thereto, or adversely affect the rights of such Holder under any mandatory redemption or repurchase provision or any right of redemption or repurchase at the option of such Holder, or reduce the amount of the Principal of an Original Issue Discount Security that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 6.02 or the amount thereof provable in bankruptcy, or change any place of payment where, or the 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 due date therefor; (c) reduce the above stated percentage of outstanding Securities the consent of whose holders is necessary to modify or amend the Indenture with respect to the Securities of the relevant series; and (db) reduce the percentage in principal amount of outstanding Securities of the relevant series the consent of whose Holders is required for any such supplemental indenture or indenture, for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this Indenture; (c) waive a Default in the payment of Principal of or interest on any Security of such Holder; or (d) modify any of the provisions of this Section 9.02, 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. 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 Holders of Securities of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series or of the coupons appertaining to such Securities. It shall not be necessary for the consent of any Holder under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 Except as provided in Section 9.01 and 6.07this Section 9.02, without prior notice to any Holders, the Company and the Trustee may amend this Indenture and the Securities of any series may be amended with the written consent of the Holders of a majority in principal Principal amount of the outstanding Securities of all any series affected by such amendment then outstanding (all such series voting as including consents obtained in connection with a separate class), and the Holders of a majority in principal amount of the outstanding Securities of all series affected thereby (all such series voting as a separate class) by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture tender offer or exchange offer for the Securities of such series) and any past default or compliance with any provisions may also be waived with the consent of the holders of a majority in Principal amount of the Securities of such series then outstanding. Notwithstanding the provisions of this Section 9.02However, without the consent of each Holder of an outstanding Security affected thereby, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (a) change reduce the stated maturity rate of or extend the Principal of, or any sinking fund obligation or any installment time for payment of interest on, on any Security of such Holder’s Securityseries; (b) reduce the Principal amount thereof of or extend the rate Stated Maturity of interest thereon (including any amount in respect Security of original issue discount)such series; (c) reduce change the above stated percentage optional redemption dates or prices or calculations from those described under Article 3 or in the supplemental indenture relating to such series of outstanding Securities the consent of whose holders is necessary to modify or amend the Indenture with respect to the Securities of the relevant series; andSecurities; (d) reduce make any Security payable in money other than that stated in the percentage Security; (e) amend the contractual right expressly set forth in principal amount of outstanding Securities of the relevant series the consent of whose Holders is required for any supplemental indenture or for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences the Securities of any Holder of the Securities to institute suit for the enforcement of any payment on or with respect to such Holder’s Securities after any Interest Payment Date, Stated Maturity or any redemption date, as applicable; (f) make any change in the amendment provisions which require each Holder’s consent or in the waiver provisions; (g) make any change in the ranking or priority of any Security or guarantee thereof that would adversely affect the Holders; or (h) release any Guarantor from its Guarantee, except as provided for in this IndentureIndenture and the relevant 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 Holders of Securities of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series or of the coupons appertaining to such Securitiesseries. It shall not be necessary for the consent of any Holder under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail deliver supplemental indentures to Holders upon request. Any failure of the Company to mail deliver such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07Except as provided below in this Section 9.02, without prior notice to any Holders, the Company and the Trustee may amend this Indenture and the Securities of any series with the written consent of the Holders of a majority in principal amount of the outstanding Securities of all series affected by such amendment (all such series voting as a separate class)may be amended or supplemented, and the Holders of a majority noncompliance in principal amount of the outstanding Securities of all series affected thereby (all such series voting as a separate class) by written notice to the Trustee may waive future compliance by the Company any particular instance with any provision of this Indenture or the Securities may be waived, in each case with the written consent of such the Holders of at least a majority in aggregate principal amount of the then outstanding Securities affected thereby; provided, however , that any amendment to or supplement of this Indenture or the Securities that by its terms affects the rights of Holders of any series of then outstanding Securities but not the others series may be effected, and any default or compliance with any provision of this Indenture affecting the Holders of any series of then outstanding Securities but not the other series may be waived, with the consent of at least a majority in aggregate principal amount of the Securities of the affected series. Notwithstanding the provisions of this Section 9.02, without Without the consent of each Holder of Securities that is affected thereby, an amendment or waiver, including a waiver pursuant to under this Section 6.04, 9.02 may not: (ai) reduce the aggregate principal amount of Securities of any series the Holders of which must consent to an amendment, supplement modification or waiver of any provision of this Indenture; (ii) reduce the rate of or extend the time for payment of interest on any series of Securities; (iii) reduce the principal of or change the stated maturity of any series of Securities; (iv) change the Principal ofdate on which any Security of any of series may be subject to redemption, or reduce the premium payable upon the redemption or repurchase thereof; (v) make any sinking fund obligation or Security of any installment of interest on, such Holder’s series payable in currency other than that stated in the Security; (bvi) reduce the Principal amount thereof or the rate of interest thereon (including any amount in respect of original issue discount); (c) reduce the above stated percentage of outstanding Securities the consent of whose holders is necessary to modify or amend the Indenture with respect to the Securities of the relevant series; and (d) reduce the percentage in principal amount of outstanding Securities of the relevant series the consent of whose Holders is required for change any supplemental indenture or for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this Indenture. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture affecting the ranking of the Securities of any series in a manner which has expressly been included solely adversely affects the Holders thereof; (vii) modify or make any change in Article XII which adversely affects the rights of any Holder; (viii) impair the right of any Holder of Securities to institute suit for the benefit enforcement of one any payment in or more particular with respect to any such series of Securities, or ; or (ix) make any change in the foregoing amendment and waiver provisions which modifies the rights of Holders of Securities of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series or of the coupons appertaining to such Securitiesrequire each Holder’s consent. It shall not be necessary for the consent of any Holder the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement amendment or waiver under this Section 9.02 becomes effective, the Company shall give mail to the Holders affected thereby a notice briefly describing the amendment, supplement amendment or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07, without prior notice to any Holders, the The Company and the Trustee may amend this Indenture and or the Securities of any series Series without notice to any Holder but with the written consent of the Holders of at least a majority in principal amount of the outstanding Securities of all series each Series then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities) affected by such amendment. However, without the consent of each Holder affected, an amendment may not: (all such series voting as a separate class), and 1) make any change to the Holders percentage of a majority in principal amount of the outstanding Securities of all series affected thereby (all such series voting as a separate class) by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture or the Securities of such series. Notwithstanding the provisions of this Section 9.02Series, without the consent of each Holder affected thereby, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (a) change the stated maturity of the Principal of, or any sinking fund obligation or any installment of interest on, such Holder’s Security; (b) reduce the Principal amount thereof or the rate of interest thereon (including any amount in respect of original issue discount); (c) reduce the above stated percentage of outstanding Securities the consent of whose holders is necessary to modify or amend the Indenture with respect to the Securities of the relevant series; and (d) reduce the percentage in principal amount of outstanding Securities of the relevant series the consent of whose Holders is required for any supplemental indenture amendment, 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 consequences) provided for in this Indenture. A supplemental indenture which changes ; (2) reduce the principal amount of, premium, if any, or eliminates interest on, or extend the Stated Maturity or interest payment periods of any covenant Security; (3) make any Security payable in money or securities other provision than those stated in the Security; (4) make any change that adversely affects such Holder’s right to require the Company to purchase the Securities in accordance with the terms thereof and this Indenture; (5) impair the right of any Holder to institute suit for the enforcement of any payment with respect to the Securities; (6) in the case of any subordinated Securities, or coupons appertaining thereto, make any change in the provisions of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies relating to subordination that adversely affects the rights of Holders any Holder under such provisions; or (7) make any change in Section 6.04 or 6.07 or the second sentence of Securities of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series or of the coupons appertaining to such SecuritiesSection 9.02. It shall not be necessary for the consent of any Holder the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver amendment under this Section 9.02 becomes effective, the Company shall give mail to the all affected Holders affected thereby a notice briefly describing the such amendment, supplement or waiver. The Company will mail supplemental indentures failure to Holders upon request. Any failure of the Company give such notice to mail all such noticeHolders, or any defect therein, shall not, however, in any way not impair or affect the validity of any such supplemental indenture or waiveran amendment under this Section.

With Consent of Holders. Subject to Sections 6.04 and 6.07, without prior notice to any Holders, the The Company and the Trustee as to any series of Securities may amend or supplement this Indenture and the or such series of Securities of without notice to any series Securityholder but with the written consent of the Holders of at least a majority in principal amount of the then outstanding Securities of all each series affected by such amendment (all such series voting as a separate class), and the or supplement. The Holders of a majority in principal amount of the any series of Securities then outstanding Securities of all series affected thereby (all such series voting as may also waive compliance in a separate class) by written notice to the Trustee may waive future compliance particular instance by the Company with any provision of this Indenture or the Securities with respect to that series of such series. Notwithstanding the provisions of this Section 9.02Securities; provided, however, that without the consent of each Holder affected therebySecurityholder affected, an amendment amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may not: : (a1) change reduce the stated maturity amount of Securities whose Holders must consent to an amendment, supplement or waiver; (2) reduce the Principal ofrate, or any sinking fund obligation or any installment extend the time for payment of interest on, such Holder’s Security; any Security in a manner adverse to the Holders thereof; (b3) reduce the Principal amount thereof principal of, or extend the rate fixed maturity or fixed redemption date of interest thereon (including any amount Securities, in respect of original issue discount); (c) reduce the above stated percentage of outstanding Securities the consent of whose holders is necessary to modify or amend the Indenture with respect a manner adverse to the Securities Holders thereof; (4) waive a default in the payment of the relevant seriesprincipal of, or interest on, any Security; and (d5) reduce make any Security payable in money other than that stated in the percentage Security; or (6) make any changes in principal amount of outstanding Securities of the relevant series the consent of whose Holders is required for any supplemental indenture Section 6.04, 6.07 and 9.02 (second sentence). An amendment or for any waiver of compliance with certain provisions of under this Indenture or certain Defaults and their consequences provided for in this Indenture. A supplemental indenture Section which waives, 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 or of the coupons appertaining to such Securitiesseries. It shall not be necessary for the consent of any Holder the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement amendment or waiver under this Section 9.02 becomes effective, the Company shall give mail to the Holders of Securities of each series affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture amendment or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07, without prior notice to any HoldersUnless the Securities Resolution otherwise provides, the Company and the Trustee may amend this Indenture and Indenture, the Securities of and any series coupons with the written consent of the Holders of a majority in principal amount of the outstanding Securities of all series affected by the amendment voting as one class; provided that, in the case of a series issued to an Applied Power Trust, so long as any of the related preferred securities of such Applied Power Trust remains outstanding, no such amendment (all shall be made that adversely affects the holders of such series voting as a separate class)preferred securities in any material respect, and no termination of this Indenture shall occur, without the Holders prior consent of the holders of not less than a majority in principal aggregate liquidation amount of such preferred securities then outstanding unless and until the outstanding Securities principal (and premium, if any) of all series affected thereby (all such series voting as a separate class) by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture or the Securities of such series. Notwithstanding series and all accrued and unpaid interest thereon have been paid in full; and provided further that, in the provisions case a series issued to an Applied Power Trust, so long as any of the related preferred securities of such Applied Power Trust remain outstanding, no amendment shall be made to the third paragraph of Section 6.06 of this Section 9.02Indenture without the prior consent of the holders of each such preferred security then outstanding unless and until the principal (and premium, if any) of the Securities of such series and all accrued and unpaid interest thereon have been paid in full. However, without the consent of each Holder affected therebySecurityholder affected, an amendment or waiver, including a waiver pursuant to under this Section 6.04, may not: (a1) reduce the amount of Securities whose Holders must consent to an amendment; (2) reduce the interest on or change the stated maturity of the Principal of, or any sinking fund obligation or any installment time for payment of interest on, such Holder’s on any Security; (b3) change the fixed maturity of any Security; (4) reduce the Principal principal of any non-Discounted Debt Security or reduce the amount thereof or the rate of interest thereon (including principal of any amount in respect of original issue discount)Discounted Debt Security that would be due upon an acceleration thereof; (c5) reduce change the above stated percentage of outstanding Securities the consent of whose holders currency in which principal or interest on a Security is necessary to modify or amend the Indenture with respect to the Securities of the relevant series; andpayable; (d6) reduce make any change that materially adversely affects the percentage right to convert or exchange any Security; or (7) make any change in principal Section 6.04 or 10.02, except to increase the amount of outstanding Securities of the relevant series the consent of whose Holders is required for any supplemental indenture must consent to an amendment or for any waiver of compliance with certain or to provide that other provisions of this Indenture cannot be amended or certain Defaults and their consequences provided for in this Indenturewaived without the consent of each Securityholder affected thereby. A supplemental indenture which changes or eliminates any covenant or other An amendment of a 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 Holders of Securities of such series with respect to such covenant or provision, shall be deemed does not to affect the rights under this Indenture of the Holders of Securities Securityholders of any other series or series. Securityholders need not consent to the exact text of the coupons appertaining to such Securities. It shall not be necessary for the consent of any Holder under this Section 9.02 to approve the particular form of any a proposed amendment, supplement amendment or waiver, but ; it shall be is sufficient if such they consent approves to the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07, without prior notice to any HoldersThe Company, the Company Guarantors and the Trustee may amend this Indenture and the Securities of any series with the written consent of the Holders of at least a majority in principal amount of the outstanding Outstanding Securities affected (including consents obtained in connection with a tender offer or exchange for the Securities) and any past default or compliance with any provisions may also be waived with the consent of all series affected by such amendment (all such series voting as a separate class), and the Holders of at least a majority in principal amount of the outstanding Outstanding Securities of all series affected thereby (all such series voting as a separate class) by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture or the Securities of such seriesaffected. Notwithstanding the provisions of this Section 9.02However, without the consent of each Holder of an Outstanding Security affected thereby, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (a1) change the stated maturity Maturity Date of the Principal of, or any sinking fund obligation principal of or any installment of premium of or interest on, such Holder’s on any Security; (b2) change any obligation of the Company to pay Additional Amounts contemplated by Section 12.01, except as provided for in this Indenture; (3) reduce the Principal principal amount thereof or the rate of interest thereon interest, if any, on any Security; (including 4) change any amount place of payment for any Security; (5) change the currency of payment of principal on (or premium, if any) or interest, if any on any Security; (6) amend the contractual right of any Holder to institute suit for the enforcement of any payment due in respect of original issue discount)any Security on or after the Maturity Date; (c) reduce the above stated percentage of outstanding Securities the consent of whose holders is necessary to modify or amend the Indenture with respect to the Securities of the relevant series; and (d7) reduce the percentage in aggregate principal amount of outstanding the Outstanding Securities of the relevant series required for any such supplemental indenture, or the consent of whose Holders is required for any supplemental indenture or for any waiver of compliance with certain provisions of this Indenture or certain Defaults defaults and their consequences provided for in this Indenture. A supplemental indenture which changes ; (8) waive any default in the payment of principal of, or eliminates premium or interest on, any covenant Security due under this Indenture; or (9) release any Guarantor from its obligations under the Securities Guarantee or other provision this Indenture, except in accordance with the terms of this Indenture which has expressly been included solely Indenture. The Company may, but shall not be obligated to, fix a record date for the benefit purpose of one determining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Holders on such record date or more particular series of Securitiestheir duly designated agents, or which modifies the rights of Holders of Securities of and only such series with respect to such covenant or 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 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of Securities of any other series or of the coupons appertaining to such Securitiesno further effect. It shall not be necessary for the consent of any Holder under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiversupplemental indenture, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company thereof shall give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiverbe approved.

With Consent of Holders. Subject to Sections 6.04 and 6.07, without prior notice to any Holders, the Company and the Trustee may amend this Indenture and the Securities of any series with the written consent of the Holders of a majority in principal amount of the outstanding Securities of all each series affected by such amendment (all such series voting as a separate class)amendment, and the Holders of a majority in principal amount of the outstanding Securities of all each series affected thereby (all such series voting as a separate class) by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture or the Securities of such series. Notwithstanding the provisions of this Section 9.02, without the consent of each Holder affected thereby, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (a) change the stated maturity of the Principal of, or any sinking fund obligation or any installment of interest on, such Holder’s SecuritySecurity or the times at which it may be redeemed or repurchased; (b) reduce the Principal amount thereof or the rate of interest thereon (including any amount in respect of original issue discount); (c) change the coin or currency in which any Security or any premium or interest thereon is payable; (d) impair the right to institute suit for the enforcement of any such payment on or after the maturity thereof (or, in the case of redemption, on or after the redemption date); (e) make any changes that would affect the ranking for the Securities in a manner adverse to the Holders; (f) reduce the above stated percentage of outstanding Securities the consent of whose holders is necessary to modify or amend the Indenture with respect to the Securities of the relevant series; and; (dg) reduce the percentage in principal amount of outstanding Securities of the relevant series the consent of whose Holders is required for any supplemental indenture or for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this Indenture; (h) release any Guarantor from its Guarantee, except as provided in Section 10.09 or in the terms (as set forth on the original issue date) of the series of Securities of such Holders affected thereby; and (i) make any changes to this paragraph of Section 9.02. 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 Holders of Securities of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series or of the coupons appertaining to such Securities. It shall not be necessary for the consent of any Holder under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 6.4 and 6.076.7, without prior notice to any Holders, the Company and the Trustee may amend this Indenture and the Securities of any series with the written consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Securities of all series affected by such amendment (all such series voting as a separate class), and the Holders of a majority in principal amount of the outstanding Securities of all series affected thereby (all such series voting as a separate class) by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture or the Securities of such series. Notwithstanding the provisions of this Section 9.029.2, without the consent of each Holder affected thereby, an amendment or waiver, including a waiver pursuant to Section 6.046.4, may not: (ai) change the stated maturity of the Principal of, or any sinking fund obligation or any installment of interest on, such Holder’s 's Security; (bii) reduce the Principal amount thereof or the rate of interest thereon (including any amount in respect of original issue discount); (ciii) reduce the above stated percentage of outstanding Securities the consent of whose holders is necessary to modify or amend the Indenture with respect to the Securities of the relevant series; and (div) reduce the percentage in or aggregate principal amount of outstanding Securities of the relevant series the consent of whose Holders is required for any supplemental indenture or indenture, for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in 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 Holders of Securities of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series or of the coupons appertaining to such Securities. It shall not be necessary for the consent of any Holder under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 9.2 becomes effective, the Company shall give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 6.4 and 6.076.7, without prior notice to any Holders, the Company and the Trustee may amend this Indenture and the Securities of any series with the written consent of the Holders of a majority in aggregate principal amount of the outstanding Securities of all series affected by such amendment supplemental indenture (all such series voting as a separate one class), and the Holders of a majority in aggregate principal amount of the outstanding Securities of all series affected thereby (all such series voting as a separate one class) by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture or the Securities of such series. Notwithstanding the provisions of this Section 9.029.2, without the consent of each Holder affected thereby, an amendment or waiver, including a waiver pursuant to Section 6.046.4, may not: (a) change extend the stated maturity of the Principal of, or any sinking fund obligation or any installment of interest on, such Holder’s 's Security; (b) , or reduce the Principal amount thereof or the rate of interest thereon (including any amount in respect of original issue discount), or any premium payable with respect thereto, or adversely affect the rights of such Holder under any mandatory redemption or repurchase provision or any right of redemption or repurchase at the option of such Holder, or reduce the amount of the Principal of an Original Issue Discount Security that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 6.2 or the amount thereof provable in bankruptcy, or change any place of payment where, or the 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 due date therefor; (c) reduce the above stated percentage of outstanding Securities the consent of whose holders is necessary to modify or amend the Indenture with respect to the Securities of the relevant series; and (db) reduce the percentage in principal amount of outstanding Securities of the relevant series the consent of whose Holders is required for any such supplemental indenture or indenture, for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this Indenture. A supplemental indenture which changes ; (c) waive a Default in the payment of Principal of or eliminates interest on any covenant Security of such Holder; or (d) modify any of the provisions of this Section 9.2, except to increase any such percentage or to provide that certain 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 Holders of Securities of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series or of the coupons appertaining to such Securities. It shall cannot be necessary for modified or waived without the consent of any the Holder under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall give to the Holders each outstanding Security affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiverthereby.

With Consent of Holders. Subject to Sections 6.04 and 6.07Except as provided below in this Section 9.02, without prior notice to any Holdersthis Indenture, the Company and the Trustee Securities may amend this Indenture and the Securities of any series with the written consent of the Holders of a majority in principal amount of the outstanding Securities of all series affected by such amendment (all such series voting as a separate class)be amended or supplemented, and the Holders of a majority noncompliance in principal amount of the outstanding Securities of all series affected thereby (all such series voting as a separate class) by written notice to the Trustee may waive future compliance by the Company any particular instance with any provision of this Indenture or the Securities may be waived, in each case with the written consent of such the Holders of at least a majority in aggregate principal amount of the then outstanding Securities affected thereby; provided, however , that any amendment to or supplement of this Indenture or the Securities that by its terms affects the rights of Holders of any series of then outstanding Securities but not the others series may be effected, and any default or compliance with any provision of this Indenture affecting the Holders of any series of then outstanding Securities but not the other series may be waived, with the consent of at least a majority in aggregate principal amount of the Securities of the affected series. Notwithstanding the provisions of this Section 9.02, without Without the consent of each Holder of Securities that is affected thereby, an amendment or waiver, including a waiver pursuant to under this Section 6.04, 9.02 may not: (a) a. reduce the aggregate principal amount of Securities of any series the Holders of which must consent to an amendment, supplement modification or waiver of any provision of this Indenture; b. reduce the rate of or extend the time for payment of interest on any series of Securities; c. reduce the principal of or change the stated maturity of any series of Securities; d. change the Principal ofdate on which any Security of any of series may be subject to redemption, or reduce the premium payable upon the redemption or repurchase thereof; e. make any sinking fund obligation or Security of any installment of interest on, such Holder’s series payable in currency other than that stated in the Security; (b) reduce the Principal amount thereof or the rate of interest thereon (including any amount in respect of original issue discount); (c) reduce the above stated percentage of outstanding Securities the consent of whose holders is necessary to f. modify or amend the Indenture with respect to the Securities of the relevant series; and (d) reduce the percentage in principal amount of outstanding Securities of the relevant series the consent of whose Holders is required for change any supplemental indenture or for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this Indenture. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture affecting the ranking of the Securities of any series in a manner which has expressly been included solely adversely affects the Holders thereof; g. modify or make any change in Article XII which adversely affects the rights of any Holder; h. impair the right of any Holder of Securities to institute suit for the benefit enforcement of one any payment in or more particular with respect to any such series of Securities, or ; or i. make any change in the foregoing amendment and waiver provisions which modifies the rights of Holders of Securities of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series or of the coupons appertaining to such Securities. It shall not be necessary for the consent of any Holder under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiverrequire each Holder’s consent.

With Consent of Holders. Subject to Sections 6.04 and 6.076.07(b), without prior notice to any Holders, the Company and the Trustee may amend this Indenture and the Securities of any series with the written consent of the Holders of a majority in principal amount of the outstanding Securities of all each series affected by such amendment (all such series voting as a separate class), and the Holders of a majority in principal amount of the outstanding Securities of all any series affected thereby (all such series voting as a separate class) by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture or the Securities of such series. Notwithstanding the provisions of this Section 9.02, without the consent of each Holder affected thereby, an amendment or waiver, including a waiver pursuant to Section 6.046.07(b), may not: (a) change the stated maturity of the Principal of, or any sinking fund obligation or any installment of interest on, such Holder’s Security;, (b) reduce the Principal amount thereof or the rate of interest thereon (including any amount in respect of original issue discount); (c) reduce the above stated percentage of outstanding Securities the consent of whose holders is necessary to modify or amend the Indenture with respect to the Securities of the relevant series; and; (d) reduce the percentage in principal amount of outstanding Securities of the relevant series the consent of whose Holders is required for any supplemental indenture or for any waiver of compliance with certain provisions of this Indenture or certain Defaults defaults and their consequences provided for in this Indenture; (e) impair the right to institute suit for the enforcement of any payment on or with respect to the Securities; or (f) modify any of the provisions with respect to subordination of the Securities of any series in a manner adverse to Holders, except to clarify ambiguities or to meet regulatory requirements for the Securities to qualify as Tier 2 capital or other regulatory capital for bank regulatory purposes. 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 Holders of Securities of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series or of the coupons appertaining to such Securities. It shall not be necessary for the consent of any Holder under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 6.4 and 6.076.7, without prior notice to any Holders, the Company Company, the Guarantor, and the Trustee may amend this Indenture and the Securities of any series with the written consent of the Holders of a majority in principal amount of the outstanding Securities of all series affected by such amendment supplemental indenture (all such series voting as a separate one class), and the Holders of a majority in principal amount of the outstanding Securities of all series affected thereby (all such series voting as a separate one class) by written notice to the Trustee may waive future compliance by the Company or the Guarantor with any provision of this Indenture or the Securities of such series. Notwithstanding the provisions of this Section 9.029.2, without the consent of each Holder affected thereby, an amendment or waiver, including a waiver pursuant to Section 6.046.4, may not: (ai) change extend the stated maturity of the Principal of, or any sinking fund obligation or any installment of interest on, such Holder’s 's Security; (b) , or reduce the Principal amount thereof or the rate of interest thereon (including any amount in respect of original issue discount), or any premium payable with respect thereto, or adversely affect the rights of such Holder under any mandatory redemption or repurchase provision or any right of redemption or repurchase at the option of such Holder, or reduce the amount of the Principal of an Original Issue Discount Security that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 6.2 or the amount thereof provable in bankruptcy, or change any place of payment where, or the 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 due date therefor; (c) reduce the above stated percentage of outstanding Securities the consent of whose holders is necessary to modify or amend the Indenture with respect to the Securities of the relevant series; and (dii) reduce the percentage in principal amount of outstanding Securities of the relevant series the consent of whose Holders is required for any such supplemental indenture or indenture, for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this Indenture. A supplemental indenture which changes ; (iii) waive a Default in the payment of Principal of or eliminates interest on any covenant Security of such Holder; or (iv) modify any of the provisions of this Section 9.2, except to increase any such percentage or to provide that certain 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 Holders of Securities of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series or of the coupons appertaining to such Securities. It shall cannot be necessary for modified or waived without the consent of any the Holder under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall give to the Holders each outstanding Security affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiverthereby.

With Consent of Holders. Subject to Sections 6.04 and 6.07, without prior notice to any Holders, the Company and the Trustee may amend this Indenture and the Securities of any series with the written consent of the Holders of a majority in principal Principal amount of the outstanding Securities of all series affected by such amendment (all such series voting as a separate class), and the Holders of a majority in principal amount of the outstanding Securities of all series affected thereby (all such series voting as a separate class) by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture or the Securities of such seriesseries (including, without limitation, consents obtained in connection with a purchase of, or exchange offer for, Securities). Notwithstanding the provisions of this Section 9.02, without the consent of each Holder affected thereby, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (a) change the stated maturity of the Principal of, or any sinking fund obligation or any installment of interest on, such Holder▇▇▇▇▇▇’s Security;, (b) reduce the Principal amount thereof thereof, premium, if any, or the rate of interest thereon (including any amount in respect of original issue discount);; and (c) reduce the above stated percentage of outstanding Securities the consent of whose holders Holders is necessary to modify or amend the Indenture with respect to the Securities of the relevant series; and (d) reduce the percentage in principal amount of outstanding Securities of the relevant series the consent of whose Holders is required for any supplemental indenture or for any waiver of waive compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this Indenturewith respect to such series. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of Holders of Securities of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series or of the coupons appertaining to such Securitiesseries. It shall not be necessary for the consent of any Holder under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.