Common use of With Consent of Holders of Securities Clause in Contracts

With Consent of Holders of Securities. Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture, the Securities and any Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Securities of all Series affected by such supplemental indenture (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase thereof), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, and interest on, if any, the Securities of such Series, except a Payment Default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Securities of such Series or any Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Securities of such Series affected by such Default or Event of Default (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Securities of such Series). Section 2.11 hereof shall determine which Securities of such Series are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities of such Series as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02(b) hereof, the Trustee will join with the Company and any Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental indenture. It is not necessary for the consent of the Holders of Securities of such Series under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders of Securities of such Series affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Securities of such Series then outstanding affected by such noncompliance waive compliance in a particular instance by the Company with any provision of this Indenture, the Securities of such Series or any Guarantees. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Securities of a Series held by a non-consenting Holder):

With Consent of Holders of Securities. Except as provided below in this Section 9.02The Company, the Company applicable Guarantor(s), if any, and the Trustee may amend or supplement this Indenture, the Securities and any Guarantees enter into a supplemental indenture with the written consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Securities of all each Series affected by such supplemental indenture (including, without limitation, including consents obtained in connection with a tender offer or exchange offer for, or purchase thereoffor the Securities of such Series), and, subject for the purpose of adding any provisions to Sections 6.04 and 6.07 hereof, or amending in any existing Default manner or Event of Default (other than a Default or Event of Default in the payment eliminating any of the principal ofprovisions of this Indenture, premium on, if any, and interest on, if any, of any resolutions of the Board of Directors or Officer’s Certificate establishing the Securities of such Series, except a Payment Default resulting from an acceleration that has been rescinded) or compliance with of any provision amended or supplemental indenture or of this Indenture or modifying in any manner the Securities rights of the Holders of each such Series or any Guarantees may be waived with the consent of Series. Except as provided in Section 6.04, the Holders of a majority in aggregate principal amount of the then outstanding Securities of such any Series affected by such Default or Event of Default notice to the Trustee (including, without limitation, consents including waivers obtained in connection with a tender offer or exchange offer for, or purchase of, for the Securities of such Series). Section 2.11 hereof shall determine which ) may waive compliance by the Company or any Guarantor of Securities of such Series are considered to be “outstanding” for purposes with any provision of this Section 9.02Indenture or the Securities or the applicable Guarantee with respect to such Series. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities of such Series as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02(b) hereof, the Trustee will join with the Company and any Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental indenture. It is shall not be necessary for the consent of the Holders of Securities of such Series under this Section 9.02 to approve the particular form of any proposed amendment, supplement amended or supplemental indenture or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement amended or supplemental indenture or waiver under this Section 9.02 becomes effective, the Company will shall mail to the Holders of Securities of such Series affected thereby thereby, a notice briefly describing the amendment, supplement amended or supplemental indenture or waiver. Any failure of by the Company to mail or publish such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Securities of such Series then outstanding affected by such noncompliance waive compliance in a particular instance by the Company with any provision of this Indenture, the Securities of such Series or any Guarantees. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Securities of a Series held by a non-consenting Holder):.

With Consent of Holders of Securities. Except as provided below in this Section 9.02, the Company and the Trustee may amend this Indenture or supplement this Indenture, the Securities and of any Guarantees series with the consent of the Holders of at least a majority in aggregate principal amount of the Securities of such series then outstanding Securities of all Series affected by such supplemental indenture voting as a single class (including, without limitation, including consents obtained in connection with a tender offer or exchange offer for, or purchase thereofof, such Securities), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default with respect to a particular series of Securities (other than a Default or Event of Default in the payment of the principal of, premium onpremium, if any, and or interest on, if any, the Securities of on such SeriesSecurities, except a Payment Default payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the such Securities of such Series or any Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Securities of such Series affected by such Default or Event of Default series voting as a single class (including, without limitation, including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Securities of such SeriesSecurities). Section 2.11 hereof shall determine which Securities of such Series are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the Company accompanied by a resolution of its Board of Directors Resolution authorizing the execution of any such amended or supplemental indentureIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities of such Series as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02(b) 7.02 hereof, the Trustee will shall join with the Company and any and, if applicable, the Guarantors in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture Indenture directly affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental indentureIndenture. It is shall not be necessary for the consent of the Holders of Securities of such Series under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is 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 will shall mail to the Holders of Securities of such Series affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereofhereof and except as otherwise provided below in this Section 9.02, the Holders of a majority in aggregate principal amount of the Securities of such Series any series then outstanding affected by such noncompliance voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, Indenture or the Securities of such Series or any Guaranteesseries. However, without the consent of each Holder affected, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Securities of a Series such series held by a non-consenting Holder):

With Consent of Holders of Securities. Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture, or the Securities and of any Guarantees series may be amended or supplemented, with the consent of the Holders of at least a majority in aggregate principal amount of the Securities then outstanding Securities of all Series series affected by such supplemental indenture (voting as a single class) (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase thereofSecurities), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, and or interest on, if any, on the Securities of such Series, except a Payment Default resulting from an acceleration that has been rescindedSecurities) or compliance with any provision of this Indenture or the Securities of such Series or any Guarantees series may be waived with the consent of the Holders of a majority in aggregate principal amount of the Securities then outstanding Securities of such Series all series affected by such Default or Event of Default waiver (voting as a single class) (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, for the Securities of such SeriesSecurities). Section 2.11 hereof shall determine which Securities of such Series are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the Company accompanied by a resolution copy of its a Board Resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of the certificate, authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities of each such Series series as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02(b) hereof, the Trustee will shall join with the Company and any Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental indenture. It is shall not be necessary for the consent of the Holders of Securities of such Series under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is 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 will shall mail to the Holders of Securities of such Series series affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Securities of such Series then outstanding affected by such noncompliance waive compliance in a particular instance by the Company with any provision of this Indenture, the Securities of such Series or any Guarantees. However, without the consent of each Holder of Securities affected, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Securities of a Series held by a non-consenting Holder):

With Consent of Holders of Securities. Except as provided below in this Section 9.02, the Company Company, any Guarantors and the Trustee may amend or supplement this Indenture, Indenture and the Securities and any the Security Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Securities of all each Series affected by such amendment or supplemental indenture voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase thereofof, the Securities of such Series), and, subject to Sections 6.04 6.08 and 6.07 6.13 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium onof or interest, if any, and interest on, if any, on the Securities of such SeriesSecurities, except a Payment Default payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Securities of with respect to such Series or any the corresponding Security Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Securities of such Series affected by such Default or Event of Default voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Securities of such Series). Section 2.11 2.09 hereof shall will determine which Securities of such Series are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities of such Series as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02(b) 7.02 hereof, the Trustee will join with the Company and any the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental indentureIndenture. It is not necessary for the consent of the Holders of Securities of such Series under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail send or cause to be sent to the Holders of Securities of such Series affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail send such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 6.08 and 6.07 6.13 hereof, the Holders of a majority in aggregate principal amount of the outstanding Securities of such any Series then outstanding affected by such noncompliance voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, Indenture or the Securities or the Security Guarantees of such Series or any GuaranteesSeries. However, without the consent of each Holder affected, an amendment, supplement or waiver (including a waiver pursuant to Section 6.13) under this Section 9.02 may not (with respect to any Securities of a Series held by a non-consenting Holder):

With Consent of Holders of Securities. Except as provided below in this Section 9.02, the Company and the Trustee may amend this Indenture or supplement this Indenture, the Securities and of any Guarantees series with the consent of the Holders of at least a majority in aggregate principal amount of the Securities of such series then outstanding Securities of all Series affected by such supplemental indenture voting as a single class (including, without limitation, including consents obtained in connection with a tender offer or exchange offer for, or purchase thereofof, such Securities), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default with respect to a particular series of Securities (other than a Default or Event of Default in the payment of the principal of, premium onpremium, if any, and or interest on, if any, the Securities of on such SeriesSecurities, except a Payment Default payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the such Securities of such Series or any Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Securities of such Series affected by such Default or Event of Default series voting as a single class (including, without limitation, including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Securities of such SeriesSecurities). Section 2.11 hereof shall determine which Securities of such Series are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the Company accompanied by a resolution of its Board of Directors Resolution authorizing the execution of any such amended or supplemental indentureIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities of such Series as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02(b) Sections 7.02 and 9.06 hereof, the Trustee will shall join with the Company and any and, if applicable, the Guarantors in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture 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 will shall not be obligated to, enter into such amended or supplemental indentureIndenture. It is shall not be necessary for the consent of the Holders of Securities of such Series under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is 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 will shall mail to the Holders of Securities of such Series affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereofhereof and except as otherwise provided below in this Section 9.02, the Holders of a majority in aggregate principal amount of the Securities of such Series any series then outstanding affected by such noncompliance voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, Indenture or the Securities of such Series or any Guaranteesseries. However, without the consent of each Holder affected, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Securities of a Series such series held by a non-consenting Holder):

With Consent of Holders of Securities. Except as provided below in this Section 9.02, the Company Issuer[ , the Guarantors] and the Trustee may amend or supplement this Indenture, the Security Guarantees and the Securities and any Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Securities then outstanding Securities of all Series affected by such supplemental indenture voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase thereofof, the Securities), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium onpremium, if any, and or interest on, if any, on the Securities of such SeriesSecurities, except a Payment Default payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture Indenture, the Security Guarantees or the Securities of such Series or any Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Securities of such Series affected by such Default or Event of Default voting as a single class (including, without limitation, including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Securities of such SeriesSecurities). Section 2.11 2.15 hereof shall determine which Securities of such Series are considered to be “"outstanding” " for purposes of this Section 9.02. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities of such Series as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02(b) hereof, the Trustee will join with the Company and any Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental indenture. It is not be necessary for the consent of the Holders of Securities of such Series under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company Issuer will mail to the Holders of Securities of such Series affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuer to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Securities of such Series then outstanding affected by such noncompliance voting as a single class may waive compliance in a particular instance by the Company Issuer with any provision of this Indenture, Indenture or the Securities of such Series or any GuaranteesSecurities. However, without the consent of each Holder affected, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Securities of a Series held by a non-consenting Holder):

With Consent of Holders of Securities. Except as provided below in this Section 9.029.02 with respect to each series of Securities, the Company Issuers, any Guarantor (with respect to its Security Guarantee) and the Trustee may amend or supplement this Indenture, the Securities of one or more series and any the Security Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Securities of all Series affected by such supplemental indenture series (including Additional Securities of such series, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or a tender offer or exchange offer for, or purchase thereofof, the applicable series of Securities), and, subject to Sections 6.04 and 6.07 hereof6.07, any existing Default or Event of Default with respect to such series of Securities (other than a Default or Event of Default in the payment of the principal of, premium onand Additional Amounts, if any, and or interest on, if any, the Securities of on such SeriesSecurities, except a Payment Default payment default resulting from an acceleration that has been rescinded) or compliance in respect of a series of Securities with any provision of this Indenture Indenture, the Security Guarantees or the such series of Securities of such Series or any Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Securities of such Series affected by series (including Additional Securities of such Default or Event of Default series, if any) voting as a single class (including, without limitation, including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Securities of such Seriesseries). Section 2.11 hereof 2.08 and Section 2.09 shall determine which Securities of such Series series are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureIssuers, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities of such Series as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02(b) hereof7.02, the Trustee will shall join with the Company and any Guarantors Issuers in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects affect the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental indenture. It is shall not be necessary for the consent of the Holders of Securities of such Series under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is 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 will mail Issuers shall deliver to the Holders of Securities of such Series affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuers to mail deliver such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Securities of such Series then outstanding affected by such noncompliance waive compliance in a particular instance by the Company with any provision of this Indenture, the Securities of such Series or any Guarantees. However, without Without the consent of each Holder affectedof Securities affected thereby, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Securities of a Series held by a non-consenting Holder):

With Consent of Holders of Securities. Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture, the Securities and any Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Securities of all Series affected by such supplemental indenture (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase thereof), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, and interest on, if any, the Securities of such Series, except a Payment Default or Event of Default in the payment of the principal of, premium on, if any, and interest on, if any, the Securities of such Series resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Securities of such Series or any Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Securities of such Series affected by such Default or Event of Default (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Securities of such Series). Section 2.11 hereof shall determine which Securities of such Series are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities of such Series as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02(b) hereof, the Trustee will join with the Company and any Guarantors Guarantors, as applicable, in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental indenture. It is not necessary for the consent of the Holders of Securities of such Series under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders of Securities of such Series affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Securities of such Series then outstanding affected by such noncompliance waive compliance in a particular instance by the Company with any provision of this Indenture, the Securities of such Series or any Guarantees. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Securities of a Series held by a non-consenting Holder):

With Consent of Holders of Securities. Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture, the Securities and any Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Securities of all Series affected by such supplemental indenture (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase thereof), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, and interest on, if any, the Securities of such Series, except a Payment Default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Securities of such Series or any Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Securities of such Series affected by such Default or Event of Default (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Securities of such Series). Section 2.11 hereof shall determine which Securities of such Series are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities of such Series as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02(b) hereof, the Trustee will join with the Company and any Guarantors Guarantors, as applicable, in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental indenture. It is not necessary for the consent of the Holders of Securities of such Series under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders of Securities of such Series affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Securities of such Series then outstanding affected by such noncompliance waive compliance in a particular instance by the Company with any provision of this Indenture, the Securities of such Series or any Guarantees. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Securities of a Series held by a non-consenting Holder):

With Consent of Holders of Securities. Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture, or the Securities and of any Guarantees series may be amended or supplemented, with the consent of the Holders of at least a majority in aggregate principal amount of the Securities then outstanding Securities of all Series series affected by such supplemental indenture (voting as a single class) (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase thereofSecurities), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, and or interest on, if any, on the Securities of such Series, except a Payment Default resulting from an acceleration that has been rescindedSecurities) or compliance with any provision of this Indenture or the Securities of such Series or any Guarantees series may be waived with the consent of the Holders of a majority in aggregate principal amount of the Securities then outstanding Securities of such Series all series affected by such Default or Event of Default waiver (voting as a single class) (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, for the Securities of such SeriesSecurities). Section 2.11 hereof shall determine which Securities of such Series are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the Company accompanied by a resolution copy of its a Board Resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of the certificate, authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities of each such Series series as aforesaid, and upon receipt by the Trustee of the documents described in Section Sections 7.02(b) ), 9.06 and 11.05 hereof, the Trustee will shall join with the Company and any Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental indenture. It is shall not be necessary for the consent of the Holders of Securities of such Series under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is 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 will shall mail to the Holders of Securities of such Series each series affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Securities of such Series then outstanding affected by such noncompliance waive compliance in a particular instance by the Company with any provision of this Indenture, the Securities of such Series or any Guarantees. However, without the consent of each Holder of Securities affected, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Securities of a Series held by a non-consenting Holder):

With Consent of Holders of Securities. Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture, or the Securities and of any Guarantees series may be amended or supplemented, with the consent of the Holders of at least a majority in aggregate principal amount of the Securities then outstanding Securities of all Series series affected by such supplemental indenture (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase thereofSecurities), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, and or interest on, if any, on the Securities of such Series, except a Payment Default resulting from an acceleration that has been rescindedSecurities) or compliance with any provision of this Indenture or the Securities of such Series or any Guarantees series may be waived with the consent of the Holders of a majority in aggregate principal amount of the Securities then outstanding Securities of such Series all series affected by such Default or Event of Default waiver (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, for the Securities). Any amendment to the provisions of Article 10 hereof will require the consent of the Holders of at least 75% in aggregate principal amount of the Securities then outstanding of all series affected by such amendment (treating all series that are Pari Passu Series with respected to each other as a single class) if such amendment would adversely affect the rights of Holders of such Series)Securities. Section 2.11 hereof shall determine which Securities of such Series are considered to be “outstanding” for For purposes of determining the consent required under this Section 9.029.02 all Pari Passu Series shall be treated as a single class. Upon the request of the Company accompanied by a resolution copy of its a Board Resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of the certificate, authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities of each such Series series as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02(b) hereof, the Trustee will shall join with the Company and any Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental indenture. It is shall not be necessary for the consent of the Holders of Securities of such Series under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is 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 will shall mail to the Holders of Securities of such Series series affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Securities of such Series then outstanding affected by such noncompliance waive compliance in a particular instance by the Company with any provision of this Indenture, the Securities of such Series or any Guarantees. However, without the consent of each Holder affected, of Securities affected an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Securities of a Series held by a non-consenting Holder):not:

With Consent of Holders of Securities. Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture, or the Securities and of any Guarantees series may be amended or supplemented, with the consent of the Holders of at least a majority in aggregate principal amount of the Securities then outstanding Securities of all Series series affected by such supplemental indenture indenture, voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase thereofSecurities), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, and or interest on, if any, on the Securities of such Series, except a Payment Default resulting from an acceleration that has been rescindedSecurities) or compliance with any provision of this Indenture or the Securities of such Series or any Guarantees series may be waived with the consent of the Holders of a majority in aggregate principal amount of the Securities then outstanding Securities of such Series all series affected by such Default or Event of Default waiver, voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, for the Securities). Any amendment to the provisions of Article 10 hereof will require the consent of the Holders of at least 75% in aggregate principal amount of the Securities then outstanding (treating all outstanding series as a single class) if such amendment would adversely affect the rights of such Series). Section 2.11 hereof shall determine which Securities Holders of such Series are considered to be “outstanding” for purposes of this Section 9.02the Securities. Upon the request of the Company accompanied by a resolution copy of its a Board Resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of the certificate, authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities of each such Series series as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02(b) hereof, the Trustee will shall join with the Company and any Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental indenture. It is shall not be necessary for the consent of the Holders of Securities of such Series under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is 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 will shall mail to the Holders of Securities of such Series series affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Securities of such Series then outstanding affected by such noncompliance waive compliance in a particular instance by the Company with any provision of this Indenture, the Securities of such Series or any Guarantees. However, without the consent of each Holder of Securities affected, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Securities of a Series held by a non-consenting Holder):

With Consent of Holders of Securities. Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture, or the Securities and of any Guarantees series may be amended or supplemented, with the consent of the Holders of at least a majority in aggregate principal amount of the Securities then outstanding Securities of all Series series affected by such supplemental indenture (voting as a single class) (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase thereofSecurities), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, and or interest on, if any, on the Securities of such Series, except a Payment Default resulting from an acceleration that has been rescindedSecurities) or compliance with any provision of this Indenture or the Securities of such Series or any Guarantees series may be waived with the consent of the Holders of a majority in aggregate principal amount of the Securities then outstanding Securities of such Series all series affected by such Default or Event of Default waiver (voting as a single class) (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, for the Securities of such SeriesSecurities). Section 2.11 hereof shall determine which Securities of such Series are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the Company accompanied by a resolution copy of its a Board Resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of the certificate, authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities of each such Series series as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02(b) hereof, the Trustee will shall join with the Company and any Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental indenture. It is shall not be necessary for the consent of the Holders of Securities of such Series under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is 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 will shall mail to the Holders of Securities of such Series series affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to -40- mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Securities of such Series then outstanding affected by such noncompliance waive compliance in a particular instance by the Company with any provision of this Indenture, the Securities of such Series or any Guarantees. However, without the consent of each Holder of Securities affected, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Securities of a Series held by a non-consenting Holder):

With Consent of Holders of Securities. Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture, or the Securities and of any Guarantees series may be amended or supplemented, with the consent of the Holders of at least a majority in aggregate principal amount of the Securities then outstanding Securities of all Series series affected by such supplemental indenture (voting as a single class) (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase thereofSecurities), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, and or interest on, if any, on the Securities of such Series, except a Payment Default resulting from an acceleration that has been rescindedSecurities) or compliance with any provision of this Indenture or the Securities of such Series or any Guarantees series may be waived with the consent of the Holders of a majority in aggregate principal amount of the Securities then outstanding Securities of such Series all series affected by such Default or Event of Default waiver (voting as a single class) (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, for the Securities of such SeriesSecurities). Section 2.11 hereof shall determine which Securities of such Series are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the Company accompanied by a resolution copy of its a Board Resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of the certificate, authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities of each such Series series as aforesaid, and upon receipt by the Trustee of the documents described in Section Sections 7.02(b) ), 9.06 and 12.05 hereof, the Trustee will shall join with the Company and any Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental indenture. It is shall not be necessary for the consent of the Holders of Securities of such Series under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is 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 will shall mail to the Holders of Securities of such Series each series affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Securities of such Series then outstanding affected by such noncompliance waive compliance in a particular instance by the Company with any provision of this Indenture, the Securities of such Series or any Guarantees. However, without the consent of each Holder of Securities affected, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Securities of a Series held by a non-consenting Holder):

With Consent of Holders of Securities. Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture, or the Securities and of any Guarantees series may be amended or supplemented, with the consent of the Holders of at least a majority in aggregate principal amount of the Securities then outstanding Securities of all Series series affected by such supplemental indenture (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase thereofSecurities), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, and or interest on, if any, on the Securities of such Series, except a Payment Default resulting from an acceleration that has been rescindedSecurities) or compliance with any provision of this Indenture or the Securities of such Series or any Guarantees series may be waived with the consent of the Holders of a majority in aggregate principal amount of the Securities then outstanding Securities of such Series all series affected by such Default or Event of Default waiver (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, for the Securities). Any amendment to the provisions of Article 10 hereof will require the consent of the Holders of at least 75% in aggregate principal amount of the Securities then outstanding of all series affected by such amendment (treating all series that are Pari Passu Series with respected to each other as a single class) if such amendment would adversely affect the rights of Holders of such Series)Securities. Section 2.11 hereof shall determine which Securities of such Series are considered to be “outstanding” for For purposes of determining the consent required under this Section 9.029.02 all Pari Passu Series shall be treated as a single class. Upon the request of the Company accompanied by a resolution copy of its a Board Resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors Trustees and to be in full force and effect on the date of the certificate, authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities of each such Series series as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02(b) hereof, the Trustee will shall join with the Company and any Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental indenture. It is shall not be necessary for the consent of the Holders of Securities of such Series under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is 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 will shall mail to the Holders of Securities of such Series series affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Securities of such Series then outstanding affected by such noncompliance waive compliance in a particular instance by the Company with any provision of this Indenture, the Securities of such Series or any Guarantees. However, without the consent of each Holder affected, of Securities affected an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Securities of a Series held by a non-consenting Holder):not:

With Consent of Holders of Securities. Except as provided below in this Section 9.02, the The Company and the Trustee may amend or supplement this Indenture, Indenture or the Securities and of any Guarantees Series with the consent of the Holders of at least a majority in aggregate principal amount of the Securities of such Series then outstanding Securities of all Series affected by such supplemental indenture voting as a single class (including, without limitation, including consents obtained in connection with a tender offer or exchange offer for, or purchase thereoffor Securities), and, subject to Sections 6.02, 6.04 and 6.07 hereof6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium onpremium, if any, and or interest on, if any, on the Securities of such Series, (except a Payment Default payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Securities of such any Series or any Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Securities of such Series affected by such Default or Event of Default voting as a single class (including, without limitation, including consents obtained in connection with or a tender offer or exchange offer for, or purchase of, for the Securities of such SeriesSecurities). Section 2.11 hereof shall determine which Securities of such Series are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities of such Series as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02(b) hereof9.06, the Trustee will shall join with the Company and any Guarantors in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture directly affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretionmay, but will shall not be obligated to, enter into such amended or supplemental indenture. It is shall not be necessary for the consent of the Holders of Securities of such Series under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is 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 will shall mail to the Holders of Securities of such Series affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Securities of such Series then outstanding affected by such noncompliance waive compliance in a particular instance by the Company with any provision of this Indenture, the Securities of such Series or any Guarantees. However, without the consent of each Holder affectedthe Holders of all of the affected Securities, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Securities Security of a any Series held by a non-consenting Holder):

With Consent of Holders of Securities. Except as provided below in this Section 9.028.02, the Company and the Trustee may amend or supplement this Indenture, the Indenture and the Securities and any Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Securities (including Additional Securities, if any) then outstanding Securities of all Series affected by such supplemental indenture voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase thereofSecurities), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, and interest on, if any, the Securities of such Series, except a Payment Default resulting from an acceleration that has been rescinded) or compliance with any provision of this the Indenture or the Securities of such Series or any Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Securities of such Series affected by such Default or Event of Default (including Additional Securities, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Securities of such SeriesSecurities). Section 2.11 hereof shall determine which Securities of such Series are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities of such Series as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02(b) hereof11.03 of the Original Indenture, the Trustee will shall join with the Company and any Guarantors in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture Indenture directly affects the Trustee’s 's own rights, duties or immunities under this the Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental indentureIndenture. It is shall not be necessary for the consent of the Holders of Securities of such Series under this Section 9.02 8.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 8.02 becomes effective, the Company will shall mail to the Holders of Securities of such Series affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver. Subject to Sections 6.04 5.08 and 6.07 hereof5.13 of the Original Indenture, the Holders of a majority in aggregate principal amount of the Securities of such Series (including Additional Securities, if any) then outstanding affected by such noncompliance voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Securities of such Series Indenture or any Guaranteesthe Securities. However, without the consent of each Holder affected, an amendment, supplement amendment or waiver under this Section 9.02 8.02 may not (with respect to any Securities of a Series held by a non-consenting Holder):

With Consent of Holders of Securities. Except as provided below in this Section 9.029.2, the Company Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Securities and any the Subsidiary Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Securities then outstanding Securities of all Series affected by such supplemental indenture (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase thereoffor the Securities), and, subject to Sections 6.04 6.4 and 6.07 6.7 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium onpremium, if any, and or interest on, if any, on the Securities of such Series, except a Payment Default resulting from an acceleration that has been rescindedSecurities) or compliance with any provision of this Indenture Indenture, the Securities or the Securities of such Series or any Subsidiary Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Securities of such Series affected by such Default or Event of Default (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, for the Securities of such SeriesSecurities). Section 2.11 hereof shall determine which Securities In addition, any amendment to the provisions of such Series are considered to be “outstanding” for purposes Article 10 of this Section 9.02. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of Indenture shall require the consent of the Holders of at least 66_% in aggregate principal amount of the Securities then outstanding if such amendment would adversely affect the rights of Holders of Securities; provided that, no amendment may be made to the provisions of Article 10 of this Indenture that adversely affects the rights of any holder of Senior Debt then outstanding unless the holders of such Series as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02(b) hereof, the Trustee will join with the Company and any Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental indenture. It is not necessary for the consent of the Holders of Securities of such Series under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders of Securities of such Series affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, Senior Debt (or any defect therein, will not, however, in any way impair group or affect the validity of any representative thereof authorized to consent) consent to such amended or supplemental indenture or waiverchange. Subject to Sections 6.04 6.4 and 6.07 6.7 hereof, the Holders of a majority in aggregate principal amount of the Securities of such Series then outstanding affected by such noncompliance may waive compliance in a particular instance by the Company or any Subsidiary Guarantor with any provision of this Indenture, the Securities of such Series or any the Subsidiary Guarantees. However, without the consent of each Holder affected, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Securities of a Series held by a non-consenting Holder):

With Consent of Holders of Securities. Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture, or the Securities and of any Guarantees series may be amended or supplemented, with the consent of the Holders of at least a majority in aggregate principal amount of the Securities then outstanding Securities of all Series series affected by such supplemental indenture indenture, treated as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase thereofSecurities), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, and or interest on, if any, on the Securities of such Series, except a Payment Default resulting from an acceleration that has been rescindedSecurities) or compliance with any provision of this Indenture or the Securities of such Series or any Guarantees series may be waived with the consent of the Holders of a majority in aggregate principal amount of the Securities then outstanding Securities of such Series all series affected by such Default or Event of Default waiver, treated as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, for the Securities). Any amendment to the provisions of Article 10 hereof will require the consent of the Holders of at least 75% in aggregate principal amount of the Securities then outstanding (treating all outstanding series as a single class) if such amendment would adversely affect the rights of such Series). Section 2.11 hereof shall determine which Securities Holders of such Series are considered to be “outstanding” for purposes of this Section 9.02the Securities. Upon the request of the Company accompanied by a resolution copy of its a Board Resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of the certificate, authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities of each such Series series as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02(b) hereof, the Trustee will shall join with the Company and any Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental indenture. It is shall not be necessary for the consent of the Holders of Securities of such Series under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is 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 will shall mail to the Holders of Securities of such Series series affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Securities of such Series then outstanding affected by such noncompliance waive compliance in a particular instance by the Company with any provision of this Indenture, the Securities of such Series or any Guarantees. However, without the consent of each Holder of Securities affected, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Securities of a Series held by a non-consenting Holder):

With Consent of Holders of Securities. Except as provided below in this Section 9.029.2, the Company and the Trustee may amend or supplement this Indenture, Indenture and the Securities and any Guarantees with the consent of the Holders of at least a majority in aggregate principal amount Principal Amount of the Securities of a series then outstanding Securities of all Series affected by such supplemental indenture voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase thereofthe Securities), and, subject to Sections 6.04 6.4, 6.6 and 6.07 6.7 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium onpremium, if any, on and interest on, if any, on the Securities of such Seriesany series, except a Payment Default payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Securities of such Series or any Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount Principal Amount of the then outstanding Securities of such Series affected by such Default or Event of Default a series voting as a single class (including, without limitation, including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Securities of such SeriesSecurities). Section 2.11 2.8 hereof shall determine which Securities of such Series series are considered to be “outstanding” for purposes of this Section 9.029.2. Upon the request of the Company accompanied by a resolution of its Board of Directors Resolution authorizing the execution of any such amended or supplemental indentureIndenture, and upon the filing with receipt by the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities of such Series as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02(b) Sections 7.2 and 9.6 hereof, the Trustee will shall join with the Company and any Guarantors in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture Indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretionmay, but will shall not be obligated to, enter into such amended or supplemental indentureIndenture. It is shall not be necessary for the consent of the Holders of Securities of such Series any series under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is 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 will shall mail to the Holders of Securities of such Series any series affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver. Subject to Sections 6.04 6.4, 6.6 and 6.07 6.7 hereof, the Holders of a majority in aggregate principal amount Principal Amount of the Securities of such Series any series then outstanding affected by such noncompliance voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, Indenture or the Securities of such Series series, but no such waiver shall extend to or affect such provision except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any Guaranteessuch provision shall remain in full force and effect. However, without the consent of each Holder affected, an amendment, supplement amendment or waiver under this Section 9.02 9.2 may not (with respect to any Securities of a Series held by a non-consenting Holder):

With Consent of Holders of Securities. Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture, or the Securities and any Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Securities then outstanding Securities of all Series affected by such supplemental indenture (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase thereofSecurities), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, and or interest on, if any, on the Securities of such Series, except a Payment Default resulting from an acceleration that has been rescindedSecurities) or compliance with any provision of this Indenture or the Securities of such Series or any Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Securities of such Series affected by such Default or Event of Default (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, for the Securities). Any amendment to the provisions of Article 11 hereof including the related definitions will require the consent of the Holders of at least 75% in aggregate principal amount of the Securities then outstanding if such amendment would adversely affect the rights of such Series). Section 2.11 hereof shall determine which Securities Holders of such Series are considered to be “outstanding” for purposes of this Section 9.02Securities. Upon the request of the Company accompanied by a resolution of its the Board of Directors of the Company, authorizing the execution of any such amended or supplemental indentureIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities of such Series as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02(b) 7.02 hereof, the Trustee will shall join with the Company and any Guarantors in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture directly Indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental indentureIndenture. It is shall not be necessary for the consent of the Holders of Securities of such Series under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is 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 will shall mail to the Holders of Securities of such Series affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Securities of such Series then outstanding affected by such noncompliance may waive compliance in a particular instance by the Company with any provision of this Indenture, Indenture or the Securities of such Series or any GuaranteesSecurities. However, without the consent of each Holder affected, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Securities of a Series held by a non-consenting Holder):

With Consent of Holders of Securities. Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture, or the Securities and of any Guarantees series may be amended or supplemented, with the consent of the Holders of at least a majority in aggregate principal amount of the Securities then outstanding Securities of all Series series affected by such supplemental indenture (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase thereofSecurities), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, and or interest on, if any, on the Securities of such Series, except a Payment Default resulting from an acceleration that has been rescindedSecurities) or compliance with any provision of this Indenture or the Securities of such Series or any Guarantees series may be waived with the consent of the Holders of a majority in aggregate principal amount of the Securities then outstanding Securities of such Series all series affected by such Default or Event of Default waiver (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, for the Securities). Any amendment to the provisions of Article 10 hereof will require the consent of the Holders of at least 75% in aggregate principal amount of the Securities then outstanding of all series affected by such amendment (treating all series that are Pari Passu Series with respect to each other as a single class) if such amendment would adversely affect the rights of Holders of such Series)Securities. Section 2.11 hereof shall determine which Securities of such Series are considered to be “outstanding” for For purposes of determining the consent required under this Section 9.029.02 all Pari Passu Series shall be treated as a single class. Upon the request of the Company accompanied by a resolution copy of its a Board Resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of the certificate, authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities of each such Series series as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02(b) hereof, the Trustee will shall join with the Company and any Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental indenture. It is shall not be necessary for the consent of the Holders of Securities of such Series under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is 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 will shall mail to the Holders of Securities of such Series series affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Securities of such Series then outstanding affected by such noncompliance waive compliance in a particular instance by the Company with any provision of this Indenture, the Securities of such Series or any Guarantees. However, without the consent of each Holder affected, of Securities affected an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Securities of a Series held by a non-consenting Holder):

With Consent of Holders of Securities. Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture, Indenture and the Securities and any Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Securities then outstanding Securities of all Series affected by such supplemental indenture outstanding, voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase thereofof, the Securities), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium onpremium, if any, and or interest on, if any, on the Securities of such SeriesSecurities, except a Payment Default payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Securities of such Series or any Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Securities of such Series affected by such Default or Event of Default Securities, voting as a single class (including, without limitation, including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Securities of such SeriesSecurities). Section 2.11 2.09 hereof shall determine which Securities of such Series are considered to be “"outstanding” " for purposes of this Section 9.02. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities of such Series as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02(b) 7.02 hereof, the Trustee will shall join with the Company and any Guarantors in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture Indenture directly affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental indentureIndenture. It is shall not be necessary for the consent of the Holders of Securities of such Series under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is 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 will shall mail to the Holders of Securities of such Series affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Securities of such Series then outstanding affected by such noncompliance outstanding, voting as a single class, may waive compliance in a particular instance by the Company with any provision of this Indenture, Indenture or the Securities of such Series or any GuaranteesSecurities. However, without the consent of each Holder affected, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Securities of a Series held by a non-consenting Holder):

With Consent of Holders of Securities. Except as provided below in this Section 9.02, CDW, the Company Guarantors and the Trustee may amend or supplement this Indenture, Indenture and the Securities and any Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding each series of Securities of all Series affected by such supplemental indenture or indenture then outstanding voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase thereofof, the Securities), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium onpremium, if any, and or interest on, if any, on the Securities of such Series, except a Payment Default resulting from an acceleration that has been rescindedSecurities) or compliance with any provision of this Indenture Indenture, the Guarantees or the Securities of such Series or any Guarantees the affected series may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Securities of such Series affected by such Default or Event of Default series voting as a single class (including, without limitation, including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Securities of such SeriesSecurities). Section 2.11 2.08 hereof and Section 2.09 hereof shall determine which Securities of such Series are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Company CDW accompanied by a resolution Board Resolution of its Board of Directors CDW authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities of each such Series series as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02(b) 7.02 hereof, the Trustee will shall join with the Company and any Guarantors CDW in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental indenture. It is shall not be necessary for the consent of the Holders of Securities of such Series under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is 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 will CDW shall mail to the Holders of Securities of such Series each series affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company CDW to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, Notwithstanding the Holders of a majority in aggregate principal amount of the Securities of such Series then outstanding affected by such noncompliance waive compliance in a particular instance by the Company with any provision of this Indenture, the Securities of such Series or any Guarantees. Howeverforegoing, without the consent of each affected Holder affectedof Securities of the applicable series, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Securities of a Series held by a non-consenting Holder):

With Consent of Holders of Securities. Except as provided below in this Section 9.02, the Company Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Securities and any the Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Securities then outstanding Securities of all Series affected by such supplemental indenture (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase thereoffor the Securities), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium onpremium, if any, and or interest on, if any, on the Securities of such SeriesSecurities, except a Payment Default payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture Indenture, the Securities or the Securities of such Series or any Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Securities of such Series affected by such Default or Event of Default (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer forfor the Securities). Notwithstanding the foregoing, or without the consent of at least 662/3% in aggregate principal amount of the Securities then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for the Securities Securities), no waiver or amendment to this Indenture may make any change in the provisions of such Series)Sections 3.09, 4.10 and 4.13 hereof that adversely affect the rights of any Holder of Securities. Section 2.11 hereof shall determine which Securities In addition, any amendment to the provisions of such Series are considered to be “outstanding” for purposes Article 10 of this Section 9.02. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of Indenture shall require the consent of the Holders of at least 662/3% in aggregate principal amount of the Securities then outstanding if such amendment would adversely affect the rights of Holders of Securities; provided that, no amendment may be made to the provisions of Article 10 of this Indenture that adversely affects the rights of any holder of Senior Debt then outstanding unless the holders of such Series as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02(b) hereof, the Trustee will join with the Company and any Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental indenture. It is not necessary for the consent of the Holders of Securities of such Series under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders of Securities of such Series affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, Senior Debt (or any defect therein, will not, however, in any way impair group or affect the validity of any representative thereof authorized to consent) consent to such amended or supplemental indenture or waiverchange. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Securities of such Series then outstanding affected by such noncompliance may waive compliance in a particular instance by the Company or any Subsidiary Guarantor with any provision of this Indenture, the Securities of such Series or any the Guarantees. However, without the consent of each Holder affected, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Securities of a Series held by a non-consenting Holder):

With Consent of Holders of Securities. Except as provided below in this Section 9.02, the Company and the Trustee may amend this Indenture or supplement this Indenture, the Securities and of any Guarantees series with the consent of the Holders of at least a majority in aggregate principal amount of the Securities of such series then outstanding Securities of all Series affected by such supplemental indenture voting as a single class (including, without limitation, including consents obtained in connection with a tender offer or exchange offer for, or purchase thereofof, such Securities), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default with respect to a particular series of Securities (other than a Default or Event of Default in the payment of the principal of, premium onpremium, if any, and or interest on, if any, the Securities of on such SeriesSecurities, except a Payment Default payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the such Securities of such Series or any Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Securities of such Series affected by such Default or Event of Default series voting as a single class (including, without limitation, including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Securities of such SeriesSecurities). Section 2.11 hereof shall determine which Securities of such Series are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the Company accompanied by a resolution of its Board of Directors Resolution authorizing the execution of any such amended or supplemental indentureIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities of such Series as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02(b) 7.02 hereof, the Trustee will shall join with the Company and any and, if applicable, the Guarantors in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture 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 will shall not be obligated to, enter into such amended or supplemental indentureIndenture. It is shall not be necessary for the consent of the Holders of Securities of such Series under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is 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 will shall mail to the Holders of Securities of such Series affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereofhereof and except as otherwise provided below in this Section 9.02, the Holders of a majority in aggregate principal amount of the Securities of such Series any series then outstanding affected by such noncompliance voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, Indenture or the Securities of such Series or any Guaranteesseries. However, without the consent of each Holder affected, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Securities of a Series such series held by a non-consenting Holder):

With Consent of Holders of Securities. Except as provided below in this Section 9.029.2, the Company and the Trustee may amend or supplement this Indenture, Indenture and the Securities and any Guarantees with the consent of the Holders of at least a majority in aggregate principal amount Principal Amount of the Securities of a series then outstanding Securities of all Series affected by such supplemental indenture voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase thereofthe Securities), and, subject to Sections 6.04 6.4, 6.6 and 6.07 6.7 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium onpremium, if any, on and interest on, if any, on the Securities of such Seriesany series, except a Payment Default payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Securities of such Series or any Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount Principal Amount of the then outstanding Securities of such Series affected by such Default or Event of Default a series voting as a single class (including, without limitation, including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Securities of such SeriesSecurities). Section 2.11 2.8 hereof shall determine which Securities of such Series series are considered to be “outstanding” for purposes of this Section 9.029.2. Upon the request of the Company accompanied by a resolution of its Board of Directors Resolution authorizing the execution of any such amended or supplemental indentureIndenture, and upon the filing with receipt by the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities of such Series as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02(b) Sections 7.2 and 9.6 hereof, the Trustee will shall join with the Company and any Guarantors in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture Indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretionmay, but will shall not be obligated to, enter into such amended or supplemental indentureIndenture. It is shall not be necessary for the consent of the Holders of Securities of such Series any series under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is 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 will shall mail to the Holders of Securities of such Series any series affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver. Subject to Sections 6.04 6.4, 6.6 and 6.07 6.7 hereof, the Holders of a majority in aggregate principal amount Principal Amount of the Securities of such Series any series then outstanding affected by such noncompliance voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, Indenture or the Securities of such Series series , but no such waiver shall extend to or affect such provision except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any Guaranteessuch provision shall remain in full force and effect . However, without the consent of each Holder affected, an amendment, supplement amendment or waiver under this Section 9.02 9.2 may not (with respect to any Securities of a Series held by a non-consenting Holder):

With Consent of Holders of Securities. Except as provided below in this Section 9.02, the Company Company, a Subsidiary Guarantor (with respect to a Subsidiary Guarantee or the Indenture to which it is a party) and the Trustee may amend or supplement this Indenture, the Securities and any or the Subsidiary Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Securities then outstanding Securities of all Series affected by such supplemental indenture (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase thereofSecurities), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, and or interest on, if any, on the Securities of such Series, except a Payment Default resulting from an acceleration that has been rescindedSecurities) or compliance with any provision of this Indenture or the Securities of such Series or any Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Securities of such Series affected by such Default or Event of Default (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, for the Securities). Any amendment to the provisions of Article 11 hereof including the related definitions will require the consent of the Holders of at least 75% in aggregate principal amount of the Securities then outstanding if such amendment would adversely affect the rights of such Series). Section 2.11 hereof shall determine which Securities Holders of such Series are considered to be “outstanding” for purposes of this Section 9.02Securities. Upon the request of the Company accompanied by a resolution of its the Board of Directors of the Company or a Subsidiary Guarantor, as applicable, authorizing the execution of any such amended or supplemental indentureIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities of such Series as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02(b) 7.02 hereof, the Trustee will shall join with the Company and any Guarantors or such Subsidiary Guarantor in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture directly Indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental indentureIndenture. It is shall not be necessary for the consent of the Holders of Securities of such Series under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is 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 will shall mail to the Holders of Securities of such Series affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Securities of such Series then outstanding affected by such noncompliance may waive compliance in a particular instance by the Company with any provision of this Indenture, Indenture or the Securities of such Series or any GuaranteesSecurities. However, without the consent of each Holder affected, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Securities of a Series held by a non-consenting Holder):

With Consent of Holders of Securities. Except as provided below in this Section 9.02, the Company The Partnership and the Trustee may amend or supplement this Indenture, Indenture or the Securities and of any Guarantees Series with the consent of the Holders of at least a majority in aggregate principal amount of the Securities of such Series then outstanding Securities of all Series affected by such supplemental indenture voting as a single class (including, without limitation, including consents obtained in connection with a tender offer or exchange offer for, or purchase thereoffor Securities), and, subject to Sections 6.02, 6.04 and 6.07 hereof6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium onpremium, if any, and or interest on, if any, on the Securities of such Series, (except a Payment Default payment default resulting from an acceleration that has been rescinded)) or compliance with any provision of this Indenture or the Securities of such any Series or any Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Securities of such Series affected by such Default or Event of Default voting as a single class (including, without limitation, including consents obtained in connection with or a tender offer or exchange offer for, or purchase of, for the Securities of such SeriesSecurities). Section 2.11 hereof shall determine which Securities of such Series are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the Company Partnership accompanied by a resolution of its Board of Directors Resolution authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities of such Series as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02(b) hereof9.06, the Trustee will shall join with the Company and any Guarantors Partnership in the execution of such amended or supplemental indenture 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 discretionmay, but will shall not be obligated to, enter into such amended or supplemental indenture. It is shall not be necessary for the consent of the Holders of Securities of such Series under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is 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 will Partnership shall mail to the Holders of Securities of such Series affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Partnership to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Securities of such Series then outstanding affected by such noncompliance waive compliance in a particular instance by the Company with any provision of this Indenture, the Securities of such Series or any Guarantees. However, without the consent of each Holder affectedthe Holders of all of the affected Securities, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Securities Security of a any Series held by a non-consenting Holder):

With Consent of Holders of Securities. Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture, Indenture and the Securities and any Guarantees of an affected Series with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Securities of all Series affected by such supplemental indenture (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase thereof), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, and interest on, if any, the Securities of such Seriesaffected Series then outstanding, except voting as a Payment Default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Securities of such Series or any Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Securities of such Series affected by such Default or Event of Default separate class, (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Securities of each affected Series). Subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default with respect to a Series of Securities (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Securities of such Series, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Securities of such Series may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Securities of such Series voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Securities of such Series). Section 2.11 2.08 hereof shall determine which Securities of such Series are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the Company accompanied by a resolution of its Board of Directors Resolution authorizing the execution of any such amended or supplemental indentureIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities of such each required Series as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02(b) 7.02 hereof, the Trustee will join with the Company and any Guarantors in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture 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 will not be obligated to, enter into such amended or supplemental indentureIndenture. It is not be necessary for the consent of the Holders of Securities of such any Series under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders of Securities of such each Series affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Securities of such any Series then outstanding affected by such noncompliance voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Securities of Indenture with respect to such Series or any Guaranteessuch Series of Securities. However, without the consent of each Holder affected, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Securities of a Series held by a non-consenting Holder):

With Consent of Holders of Securities. Except as provided below in this Section 9.02, the Company and the Trustee may amend this Indenture or supplement this Indenture, the Securities and of any Guarantees series with the consent of the Holders of at least a majority in aggregate principal amount of the Securities of such series then outstanding Securities of all Series affected by such supplemental indenture voting as a single class (including, without limitation, including consents obtained in connection with a tender offer or exchange offer for, or purchase thereofof, such Securities), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default with respect to a particular series of Securities (other than a Default or Event of Default in the payment of the principal of, premium onpremium, if any, and or interest on, if any, the Securities of on such SeriesSecurities, except a Payment Default payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the such Securities of such Series or any Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Securities of such Series affected by such Default or Event of Default series voting as a single class (including, without limitation, including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Securities of such SeriesSecurities). Section 2.11 hereof shall determine which Securities of such Series are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the Company accompanied by a resolution of its Board of Directors Resolution authorizing the execution of any such amended or supplemental indentureIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities of such Series as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02(b) 7.02 hereof, the Trustee will shall join with the Company and any and, if applicable, the Guarantors in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture Indenture directly affects the Trustee’s Trustee `s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental indentureIndenture. It is shall not be necessary for the consent of the Holders of Securities of such Series under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is 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 will shall mail to the Holders of Securities of such Series affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereofhereof and except as otherwise provided below in this Section 9.02, the Holders of a majority in aggregate principal amount of the Securities of such Series any series then outstanding affected by such noncompliance voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, Indenture or the Securities of such Series or any Guaranteesseries. However, without the consent of each Holder affected, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Securities of a Series such series held by a non-consenting Holder):

With Consent of Holders of Securities. Except as provided below in this Section 9.02, the Company Company, a Subsidiary Guarantor (with respect to a Subsidiary Guarantee or the Indenture to which it is a party) and the Trustee may amend or supplement this Indenture, the Securities and any or the Subsidiary Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Securities then outstanding Securities of all Series affected by such supplemental indenture (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase thereofSecurities), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, and or interest on, if any, on the Securities of such Series, except a Payment Default resulting from an acceleration that has been rescindedSecurities) or compliance with any provision of this Indenture or the Securities of such Series or any Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Securities of such Series affected by such Default or Event of Default (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, for the Securities). Any amendment to the provisions of Article 12 hereof including the related definitions will require the consent of the Holders of at least 75% in aggregate principal amount of the Securities then outstanding if such amendment would adversely affect the rights of such Series). Section 2.11 hereof shall determine which Securities Holders of such Series are considered to be “outstanding” for purposes of this Section 9.02Securities. Upon the request of the Company accompanied by a resolution of its the Board of Directors of the Company or a Subsidiary Guarantor, as applicable, authorizing the execution of any such amended or supplemental indentureIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities of such Series as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02(b) 7.02 hereof, the Trustee will shall join with the Company and any Guarantors or such Subsidiary Guarantor in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture directly Indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental indentureIndenture. It is shall not be necessary for the consent of the Holders of Securities of such Series under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is 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 will shall mail to the Holders of Securities of such Series affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Securities of such Series then outstanding affected by such noncompliance may waive compliance in a particular instance by the Company with any provision of this Indenture, Indenture or the Securities of such Series or any GuaranteesSecurities. However, without the consent of each Holder affected, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Securities of a Series held by a non-consenting Holder):

With Consent of Holders of Securities. Except With the consent of the Holders of not less than a majority in aggregate principal amount of the Securities issued pursuant to this Indenture (including consents obtained in connection with a tender offer or exchange offer) and then outstanding, voting as provided below in this Section 9.02a single class, the Company Issuer, the Guarantors and the Trustee may amend enter into a supplemental indenture or supplement 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, the Securities or the Guarantees or of modifying in any manner the rights of the Holders under this Indenture, including the definitions herein; provided, that (x) if any such supplemental indenture would by its terms disproportionately and any Guarantees with adversely affect a series of Securities under this Indenture, as determined in good faith by the Issuer (which determination shall be binding), such supplemental indenture shall also require the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Securities of all Series affected by such supplemental indenture (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase thereof), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, and interest on, if any, the Securities of such Series, except a Payment Default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Securities of such Series or any Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Securities of such Series affected by series and (y) if any such Default or Event of Default (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, supplemental indenture would only affect the Securities of such Series). Section 2.11 hereof shall determine which Securities certain series of such Series are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureSecurities, and upon the filing with the Trustee of evidence satisfactory to the Trustee of then only the consent of the Holders of Securities of such Series as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02(b) hereof, the Trustee will join with the Company and any Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental indenture. It is not necessary for the consent of the Holders of Securities of such Series under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders of Securities of such Series affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of at least a majority in aggregate principal amount of the then outstanding Securities of such Series affected series (and not the consent of at least a majority in principal amount of all Securities issued under this Indenture and then outstanding affected by outstanding) shall be required; and provided, further, that no such noncompliance waive compliance in a particular instance by the Company with any provision of this Indenture, the Securities of such Series or any Guarantees. Howeversupplemental indenture shall, without the consent of the Holder of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Securities of a Series held by a non-consenting Holder):outstanding Security affected thereby:

With Consent of Holders of Securities. Except as provided below in this Section 9.02, the Company Company, a Guarantor (with respect to a Guarantee or this Indenture to which it is a party) and the Trustee may amend or supplement this IndentureIndenture (including Section 3.11, 4.10 and 4.15 hereof), the Securities and any the Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Securities of all Series each series affected by such supplemental indenture thereby voting as a single class (including, without limitation, including consents obtained in connection with a tender offer or exchange offer for, or purchase thereofof, the Securities), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default with respect to any series of Securities (other than a Default or Event of Default in the payment of the principal of, premium onpremium, if any, and or interest on, if any, on the Securities of such SeriesSecurities, except a Payment Default payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture Indenture, the Securities or the Securities of such Series or any Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Securities of such Series each series affected by such Default or Event of Default thereby voting as a single class (including, without limitation, including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Securities of such SeriesSecurities). Section 2.11 hereof shall determine which Securities of such Series are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities of such Series each series affected thereby as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02(b) 7.02 hereof, the Trustee will shall join with the Company and any Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental 88 88 indenture directly affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental indenture. It is not necessary for the consent of the Holders of Securities of such Series under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders of Securities of such Series affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Securities of such Series then outstanding affected by such noncompliance waive compliance in a particular instance by the Company with any provision of this Indenture, the Securities of such Series or any Guarantees. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Securities of a Series held by a non-consenting Holder):.

With Consent of Holders of Securities. Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture, or the Securities and of any Guarantees series may be amended or supplemented, with the consent of the Holders of at least a majority in aggregate principal amount of the Securities then outstanding Securities of all Series series affected by such supplemental indenture (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase thereofSecurities), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, and or interest on, if any, on the Securities of such Series, except a Payment Default resulting from an acceleration that has been rescindedSecurities) or compliance with any provision of this Indenture or the Securities of such Series or any Guarantees series may be waived with the consent of the Holders of a majority in aggregate principal amount of the Securities then outstanding Securities of such Series all series affected by such Default or Event of Default waiver (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer forfor the Securities). Any amendment to the provisions of Article 10 hereof will require the consent of the Holders of at least 75% in aggregate principal amount of the Securities then outstanding of all affected series (treating all series that are Pari Passu Series with respect to each other as a single class), and in the case of Securities issued to one or purchase ofmore Selective Capital Trusts, the holders of 75% in aggregate liquidation preference of the related Trust Preferred Securities (treating all such securities as a single class) if such amendment would adversely affect the rights of Holders of the Securities. 45 For purposes of determining the consent required under this Section 9.02: (a) any consent by the Holders of Securities of a series held by a Trust shall also require the consent of a majority or other applicable percentage in liquidation preference of Trust Preferred Securities of such Trust; (b) if any consent is given by holders of Trust Preferred Securities pursuant to clause (a), no separate consent shall be required from the Holders of the related series of Securities; and (c) all of the applicable series of Securities that are Pari Passu Series). Section 2.11 hereof shall determine which , and all Trust Preferred Securities of such Series are considered to the related Trusts, shall be “outstanding” for purposes of this Section 9.02treated as a single class. Upon the request of the Company accompanied by a resolution copy of its a Board Resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of the certificate, authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities of each such Series series as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02(b) hereof, the Trustee will shall join with the Company and any Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental indenture. It is shall not be necessary for the consent of the Holders of Securities of such Series under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is 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 will shall mail to the Holders of Securities of such Series series affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Securities of such Series then outstanding affected by such noncompliance waive compliance in a particular instance by the Company with any provision of this Indenture, the Securities of such Series or any Guarantees. However, without the consent of each Holder of Securities affected, and each holder of the related Trust Preferred Securities affected, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Securities of a Series held by a non-consenting Holder):not:

With Consent of Holders of Securities. Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture, or the Securities and of any Guarantees series may be amended or supplemented, with the consent of the Holders of at least a majority in aggregate principal amount of the Securities then outstanding Securities of all Series series affected by such supplemental indenture (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase thereofSecurities), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, and or interest on, if any, on the Securities of such Series, except a Payment Default resulting from an acceleration that has been rescindedSecurities) or compliance with any provision of this Indenture or the Securities of such Series or any Guarantees series may be waived with the consent of the Holders of a majority in aggregate principal amount of the Securities then outstanding Securities of such Series all series affected by such Default or Event of Default waiver (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer forfor the Securities). Any amendment to the provisions of Article 10 hereof will require the consent of the Holders of at least 75% in aggregate principal amount of the Securities then outstanding of all affected series (treating all series that are Pari Passu Series with respect to each other as a single class), and in the case of Securities issued to one or purchase ofmore Selective Capital Trusts, the holders of 75% in aggregate liquidation preference of the related Trust Preferred Securities (treating all such securities as a single class) if such amendment would adversely affect the rights of Holders of the Securities. For purposes of determining the consent required under this Section 9.02: (a) any consent by the Holders of Securities of a series held by a Trust shall also require the consent of a majority or other applicable percentage in liquidation preference of Trust Preferred Securities of such Trust; (b) if any consent is given by holders of Trust Preferred Securities pursuant to clause (a), no separate consent shall be required from the Holders of the related series of Securities; and (c) all of the applicable series of Securities that are Pari Passu Series). Section 2.11 hereof shall determine which , and all Trust Preferred Securities of such Series are considered to the related Trusts, shall be “outstanding” for purposes of this Section 9.02treated as a single class. Upon the request of the Company accompanied by a resolution copy of its a Board Resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of the certificate, authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities of each such Series series as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02(b) hereof, the Trustee will shall join with the Company and any Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental indenture. It is shall not be necessary for the consent of the Holders of Securities of such Series under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is 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 will shall mail to the Holders of Securities of such Series series affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Securities of such Series then outstanding affected by such noncompliance waive compliance in a particular instance by the Company with any provision of this Indenture, the Securities of such Series or any Guarantees. However, without the consent of each Holder of Securities affected, and each holder of the related Trust Preferred Securities affected, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Securities of a Series held by a non-consenting Holder):not:

With Consent of Holders of Securities. Except as provided below in this Section 9.029.2, the Company and the Trustee may amend or supplement this Indenture, Indenture and the Securities and any Guarantees with the consent of the Holders of at least a majority in aggregate principal amount Principal Amount of the Securities of a series then outstanding Securities of all Series affected by such supplemental indenture voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase thereofthe Securities), and, subject to Sections 6.04 6.4, 6.6 and 6.07 6.7 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium onpremium, if any, on and interest on, if any, on the Securities of such Seriesany series, except a Payment Default payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Securities of such Series or any Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount Principal Amount of the then outstanding Securities of such Series affected by such Default or Event of Default a series voting as a single class (including, without limitation, including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Securities of such SeriesSecurities). Section 2.11 2.8 hereof shall determine which Securities of such Series series are considered to be “outstanding” for purposes of this Section 9.029.2. Upon the request of the Company accompanied by a resolution of its Board of Directors Resolution authorizing the execution of any such amended or supplemental indentureIndenture, and upon the filing with receipt by the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities of such Series as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02(b) Sections 7.2 and 9.6 hereof, the Trustee will shall join with the Company and any Guarantors in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture Indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretionmay, but will shall not be obligated to, enter into such amended or supplemental indentureIndenture. It is shall not be necessary for the consent of the Holders of Securities of such Series any series under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is 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 will shall mail to the Holders of Securities of such Series any series affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver. Subject to Sections 6.04 6.4, 6.6 and 6.07 6.7 hereof, the Holders of a majority in aggregate principal amount Principal Amount of the Securities of such Series any series then outstanding affected by such noncompliance voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, Indenture or the Securities of such Series or any Guaranteesseries. However, without the consent of each Holder affected, an amendment, supplement amendment or waiver under this Section 9.02 9.2 may not (with respect to any Securities of a Series held by a non-consenting Holder):

With Consent of Holders of Securities. Except as -------------------------------------- provided below in this Section 9.029.02 or as provided in Section 10.13 or Section 12.13 of this Indenture, the Company and the Trustee may amend or supplement this Indenture, the Securities and any the Subsidiary Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Securities then outstanding Securities of all Series affected by such supplemental indenture (including, without limitation, consents obtained in connection with a purchase of, or a tender offer or exchange offer for, or purchase thereofSecurities), and, and subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, and interest on, if any, the Securities of such Series, except a Payment Default resulting from an acceleration that has been rescinded) default or compliance with any provision of this Indenture Indenture, the Securities or the Securities of such Series or any Subsidiary Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Securities of such Series affected by such Default or Event of Default (including, without limitation, consents obtained in connection with a purchase of, or a tender offer or exchange offer for, or purchase of, the Securities of such SeriesSecurities). Section 2.11 hereof shall determine which Securities of such Series are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Securities of such Series as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02(b) hereofan Officers' Certificate and an Opinion of Counsel, the Trustee will shall join with the Company and any the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretionmay, but will shall not be obligated to, enter into such amended or supplemental indenture. It is shall not be necessary for the consent of the Holders of Securities of such Series under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is 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 will shall mail to the Holders of Securities of such Series each Security affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 6.04, 6.07, 10.13 and 6.07 12.13 hereof, the Holders of a majority in aggregate principal amount of the Securities of such Series then outstanding affected by such noncompliance may amend or waive compliance in a particular instance by the Company or the Guarantors with any provision of this Indenture, Indenture or the Securities of such Series or any the Subsidiary Guarantees. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Securities of a Series Security held by a non-non- consenting Holder):

With Consent of Holders of Securities. Except With the consent of the Holders of not less than a majority in aggregate principal amount of the Securities issued pursuant to this Indenture (including consents obtained in connection with a tender offer or exchange offer) and then outstanding, voting as provided below in this Section 9.02a single class, the Company Issuer and the Trustee may amend enter into a supplemental indenture or supplement 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, the Securities or the Guarantees or of modifying in any manner the rights of the Holders under this Indenture, including the definitions herein; provided, that (i) if any such supplemental indenture would by its terms disproportionately and any Guarantees with adversely affect a series of Securities under this Indenture, as determined in good faith by the Issuer (which determination shall be binding), such supplemental indenture shall also require the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Securities of all Series affected by such supplemental indenture (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase thereof), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, and interest on, if any, the Securities of such Series, except a Payment Default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Securities of such Series or any Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Securities of such Series affected by series and (ii) if any such Default or Event of Default (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, supplemental indenture would only affect the Securities of such Series). Section 2.11 hereof shall determine which Securities certain series of such Series are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureSecurities, and upon the filing with the Trustee of evidence satisfactory to the Trustee of then only the consent of the Holders of Securities of such Series as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02(b) hereof, the Trustee will join with the Company and any Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental indenture. It is not necessary for the consent of the Holders of Securities of such Series under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders of Securities of such Series affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of at least a majority in aggregate principal amount of the then outstanding Securities of such Series affected series (and not the consent of at least a majority in principal amount of all Securities issued under this Indenture and then outstanding affected by outstanding) shall be required; and provided, further, that no such noncompliance waive compliance in a particular instance by the Company with any provision of this Indenture, the Securities of such Series or any Guarantees. Howeversupplemental indenture shall, without the consent of the Holder of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Securities of a Series held by a non-consenting Holder):outstanding Security affected thereby:

With Consent of Holders of Securities. Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture, Indenture and the Securities and any Guarantees of an affected Series with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Securities of all Series affected by such supplemental indenture (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase thereof), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, and interest on, if any, the Securities of such Seriesaffected Series then outstanding, except voting as a Payment Default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Securities of such Series or any Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Securities of such Series affected by such Default or Event of Default separate class, (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Securities of each affected Series). Subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default with respect to a Series of Securities (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Securities of such Series, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Securities of such Series may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Securities of such Series voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Securities of such Series). Section 2.11 2.08 hereof shall determine which Securities of such Series are considered to be “"outstanding” " for purposes of this Section 9.02. Upon the request of the Company accompanied by a resolution of its Board of Directors Resolution authorizing the execution of any such amended or supplemental indentureIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities of such each required Series as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02(b) 7.02 hereof, the Trustee will join with the Company and any Guarantors in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture Indenture directly affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental indentureIndenture. It is not be necessary for the consent of the Holders of Securities of such any Series under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders of Securities of such each Series affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Securities of such any Series then outstanding affected by such noncompliance voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Securities of Indenture with respect to such Series or any Guaranteessuch Series of Securities. However, without the consent of each Holder affected, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Securities of a Series held by a non-consenting Holder):

With Consent of Holders of Securities. Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture, Indenture or the Securities and any Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Securities then outstanding Securities of all Series affected by such supplemental indenture (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase thereofSecurities), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, and or interest on, if any, on the Securities of such Series, except a Payment Default resulting from an acceleration that has been rescindedSecurities) or compliance with any provision of this Indenture or the Securities of such Series or any Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Securities of such Series affected by such Default or Event of Default (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, for the Securities). Any amendment to the provisions of Article 12 hereof including the related definitions will require the consent of the Holders of at least 75% in aggregate principal amount of the Securities then outstanding if such amendment would adversely affect the rights of such Series). Section 2.11 hereof shall determine which Securities Holders of such Series are considered to be “outstanding” for purposes of this Section 9.02Securities. Upon the request of the Company accompanied by a resolution of its the Board of Directors of the Company, authorizing the execution of any such amended or supplemental indentureIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities of such Series as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02(b) 7.02 hereof, the Trustee will shall join with the Company and any Guarantors in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture directly Indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental indentureIndenture. It is shall not be necessary for the consent of the Holders of Securities of such Series under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is 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 will shall mail to the Holders of Securities of such Series affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Securities of such Series then outstanding affected by such noncompliance may waive compliance in a particular instance by the Company with any provision of this Indenture, Indenture or the Securities of such Series or any GuaranteesSecurities. However, without the consent of each Holder affected, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Securities of a Series held by a non-consenting Holder):

With Consent of Holders of Securities. Except as provided below in this Section 9.029.2, the Company and the Trustee may amend or supplement this Indenture, Indenture and the Securities and any Guarantees with the consent of the Holders of at least a majority in aggregate principal amount Principal Amount of the Securities of a series then outstanding Securities of all Series affected by such supplemental indenture voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase thereofthe Securities), and, subject to Sections 6.04 6.4, 6.6 and 6.07 6.7 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium onpremium, if any, on and interest on, if any, on the Securities of such Seriesany series, except a Payment Default payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Securities of such Series or any Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount Principal Amount of the then outstanding Securities of such Series affected by such Default or Event of Default a series voting as a single class (including, without limitation, including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Securities of such SeriesSecurities). Section 2.11 2.8 hereof shall determine which Securities of such Series series are considered to be “outstanding” for purposes of this Section 9.029.2. Upon the request of the Company accompanied by a resolution of its Board of Directors Resolution authorizing the execution of any such amended or supplemental indentureIndenture, and upon the filing with receipt by the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities of such Series as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02(b) Sections 7.2 and 9.6 hereof, the Trustee will shall join with the Company and any Guarantors in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture Indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretionmay, but will shall not be obligated to, enter into such amended or supplemental indentureIndenture. It is shall not be necessary for the consent of the Holders of Securities of such Series any series under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is 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 will shall mail to the Holders of Securities of such Series any series affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver. Subject to Sections 6.04 6.4, 6.6 and 6.07 6.7 hereof, the Holders of a majority in aggregate principal amount Principal Amount of the Securities of such Series any series then outstanding affected by such noncompliance voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, Indenture or the Securities of such Series series, but no such waiver shall extend to or affect such provision except to the extent so expressly waived and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any Guaranteessuch provision shall remain in full force and effect. However, without the consent of each Holder affected, an amendment, supplement amendment or waiver under this Section 9.02 9.2 may not (with respect to any Securities of a Series held by a non-consenting Holder):

With Consent of Holders of Securities. Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture, Indenture and the Securities and any Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Securities then outstanding Securities of all Series affected by such supplemental indenture outstanding, voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase thereofof, the Securities), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium onpremium, if any, and or interest on, if any, on the Securities of such SeriesSecurities, except a Payment Default payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Securities of such Series or any Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Securities of such Series affected by such Default or Event of Default Securities, voting as a single class (including, without limitation, including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Securities of such SeriesSecurities). Section 2.11 2.09 hereof shall determine which Securities of such Series are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities of such Series as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02(b) 7.02 hereof, the Trustee will shall join with the Company and any Guarantors in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture 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 will shall not be obligated to, enter into such amended or supplemental indentureIndenture. It is shall not be necessary for the consent of the Holders of Securities of such Series under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is 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 will shall mail to the Holders of Securities of such Series affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Securities of such Series then outstanding affected by such noncompliance outstanding, voting as a single class, may waive compliance in a particular instance by the Company with any provision of this Indenture, Indenture or the Securities of such Series or any GuaranteesSecurities. However, without the consent of each Holder affected, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Securities of a Series held by a non-consenting Holder):

With Consent of Holders of Securities. Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture, or the Securities and of any Guarantees series may be amended or supplemented, with the consent of the Holders of at least a majority in aggregate principal amount of the Securities then outstanding Securities of all Series series affected by such supplemental indenture (voting as a single class) (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase thereofSecurities), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, and or interest on, if any, on the Securities of such Series, except a Payment Default resulting from an acceleration that has been rescindedSecurities) or compliance with any provision of this Indenture or the Securities of such Series or any Guarantees series may be waived with the consent of the Holders of a majority in aggregate principal amount of the Securities then outstanding Securities of such Series all series affected by such Default or Event of Default waiver (voting as a single class) (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, for the Securities of such SeriesSecurities). Section 2.11 hereof shall determine which Securities of such Series are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the Company accompanied by a resolution copy of its a Board Resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of the certificate, authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities of each such Series series as aforesaid, and upon receipt by the Trustee of the documents described in Section Sections 7.02(b) ), 9.06 and 12.05 hereof, the Trustee will shall join with the Company and any Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental indenture. It is shall not be necessary for the consent of the Holders of Securities of such Series under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is 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 will shall mail to the Holders of Securities of such Series each series affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Securities of such Series then outstanding affected by such noncompliance waive compliance in a particular instance by the Company with any provision of this Indenture, the Securities of such Series or any Guarantees. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Securities of a Series held by a non-consenting Holder):.

With Consent of Holders of Securities. Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture, or the Securities and of any Guarantees series may be amended or supplemented, with the consent of the Holders of at least a majority in aggregate principal amount of the Securities then outstanding Securities of all Series series affected by such supplemental indenture indenture, voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase thereofSecurities), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, and or interest on, if any, on the Securities of such Series, except a Payment Default resulting from an acceleration that has been rescindedSecurities) or compliance with any provision of this Indenture or the Securities of such Series or any Guarantees series may be waived with the consent of the Holders of a majority in aggregate principal amount of the Securities then outstanding Securities of such Series all series affected by such Default or Event of Default waiver, voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, for the Securities). Any amendment to the provisions of Article 10 hereof will require the consent of the Holders of at least 75% in aggregate principal amount of the Securities then outstanding (treating all outstanding series as a single class) if such amendment would adversely affect the rights of such Series). Section 2.11 hereof shall determine which Securities Holders of such Series are considered to be “outstanding” for purposes of this Section 9.02the Securities. Upon the request of the Company accompanied by a resolution copy of its a Board Resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors Trustees and to be in full force and effect on the date of the certificate, authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities of each such Series series as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02(b) hereof, the Trustee will shall join with the Company and any Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental indenture. It is shall not be necessary for the consent of the Holders of Securities of such Series under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is 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 will shall mail to the Holders of Securities of such Series series affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Securities of such Series then outstanding affected by such noncompliance waive compliance in a particular instance by the Company with any provision of this Indenture, the Securities of such Series or any Guarantees. However, without the consent of each Holder of Securities affected, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Securities of a Series held by a non-consenting Holder):