Common use of Action by Holders Clause in Contracts

Action by Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given, made or taken by the Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agents duly appointed in writing, and may be given, made or taken in connection with a purchase of, or tender offer or exchange offer for, outstanding Notes; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Issuer if made in the manner provided in this Section 12.15. Without limiting the generality of this Section 12.15, unless otherwise provided in or pursuant to this Indenture, (i) a Holder, including a Depositary or its nominee that is a Holder of a Global Note, may give, make or take, by an agent or agents duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other Act provided in or pursuant to this Indenture to be given, made or taken by the Holders, and a Depositary or its nominee that is a Holder of a Global Note may duly appoint in writing as its agent or agents members of, or participants in, such Depositary holding interests in such Global Note in the records of such Depositary; and (ii) with respect to any Global Note the Depositary for which is DTC, any consent or other action given, made or taken by an “agent member” of DTC by electronic means in accordance with the Automated Tender Offer Procedures system or other customary procedures of, and pursuant to authorization by, DTC shall be deemed to constitute the “Act” of the Holder of such Global Note, and such Act shall be deemed to have been delivered to the Issuer and the Trustee upon the delivery by DTC of an “agent’s message” or other notice of such consent or other action having been so given, made or taken in accordance with the customary procedures of DTC.

Action by Holders. Whenever in this Indenture it is provided that the Holders of a specified percentage in aggregate principal amount of the Debt Securities of any series may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action), the fact that at the time of taking any such action the Holders of such specified percentage have joined therein may be evidenced (a) Any by any instrument or any number of instruments of similar tenor executed by such Holders in person or by agent or proxy appointed in writing, or (b) by the record of such Holders voting in favor thereof at any meeting of such Holders duly called and held in accordance with the provisions of Article VIII, or (c) by a combination of such instrument or instruments and any such record of such a meeting of such Holders. If the Company shall solicit from the Holders of Debt Securities of any series any request, demand, authorization, direction, notice, consent, waiver or other action, the Company may, at its option, as evidenced by an Officer's Certificate, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other action, but the Company shall have no obligation to do so. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture may be given before or after the record date, but only the Holders of record at the close of business on the record date shall be deemed to be given, made or taken by Holders for the purposes of determining whether Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agents duly appointed in writing, and may be given, made or taken in connection with a purchase of, or tender offer or exchange offer for, outstanding Notes; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof requisite proportion of execution outstanding Debt Securities of any series have authorized or agreed or consented to such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Issuer if made in the manner provided in this Section 12.15. Without limiting the generality of this Section 12.15, unless otherwise provided in or pursuant to this Indenture, (i) a Holder, including a Depositary or its nominee that is a Holder of a Global Note, may give, make or take, by an agent or agents duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other Act provided in or pursuant to this Indenture to be given, made or taken by the Holdersaction, and a Depositary for that purpose the outstanding Debt Securities of any such series shall be computed as of the record date; provided, however, that no such authorization, agreement or its nominee that is a Holder consent by such Holders of a Global Note may duly appoint in writing as its agent or agents members of, or participants in, Debt Securities of any such Depositary holding interests in such Global Note in series on the records of such Depositary; and (ii) with respect to any Global Note the Depositary for which is DTC, any consent or other action given, made or taken by an “agent member” of DTC by electronic means in accordance with the Automated Tender Offer Procedures system or other customary procedures of, and pursuant to authorization by, DTC record date shall be deemed to constitute the “Act” of the Holder of such Global Note, and such Act effective unless it shall be deemed to have been delivered become effective pursuant to the Issuer and provisions of this Indenture not later than six months after the Trustee upon the delivery by DTC of an “agent’s message” or other notice of such consent or other action having been so given, made or taken in accordance with the customary procedures of DTCrecord date.

Action by Holders. Whenever in this Indenture it is provided that the Holders of a specified percentage of the aggregate principal amount of the Bonds may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action), the fact that at the time of taking any such action, the Holders of such specified percentage have joined therein may be evidenced by (a) Any request, demand, authorization, direction, notice, consent, waiver any instrument or other action provided by this Indenture to be given, made or taken by the Holders may be embodied in and evidenced by one or more any number of instruments of substantially similar tenor signed executed by such Holders in person or by agents duly agent or proxy appointed in writing, (b) the record of the Holders voting in favor thereof at any meeting of Holders duly called and may be given, made or taken held in connection accordance with a purchase ofthe provisions of Article 10, or tender offer or exchange offer for, outstanding Notes; and, except as herein otherwise expressly provided, such action shall become effective when (c) a combination of such instrument or instruments are delivered and any such record of such a meeting of Holders. The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to the Trustee andconsent to any amendment, where it is hereby expressly required, supplement or waiver or to the Issuertake any other action under this Indenture. Such instrument The right of any Holder to participate in any action or instruments consent required or sought pursuant to any provision of this Indenture (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” obligation of the Holders signing Company to obtain any such instrument or instruments. Proof consent otherwise required from such Holder) may be subject to the requirement that such Holder shall have been the Holder of execution record of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Issuer if made in the manner provided in this Section 12.15. Without limiting the generality of this Section 12.15, unless otherwise provided in or pursuant to this Indenture, (i) a Holder, including a Depositary or its nominee that is a Holder of a Global Note, may give, make or take, by an agent or agents duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other Act provided in or pursuant to this Indenture to be given, made or taken by the Holders, and a Depositary or its nominee that is a Holder of a Global Note may duly appoint in writing as its agent or agents members of, or participants in, such Depositary holding interests in such Global Note in the records of such Depositary; and (ii) Bonds with respect to any Global Note which such action or consent is required or sought as of the Depositary for which is DTC, any consent or other action given, made or taken record date identified by an “agent member” of DTC by electronic means the Company in a notice furnished to Holders in accordance with the Automated Tender Offer Procedures system terms of this Indenture. If a record date is fixed, then notwithstanding the provisions of the immediately succeeding paragraph, those Persons who were Holders at such record date (or other customary procedures oftheir duly designated agents or proxies), and pursuant to authorization byonly those Persons, DTC shall be deemed entitled to constitute consent to such amendment, supplement or waiver or to revoke any consent previously given, whether or not such Persons continue to be Holders after such record date. No consent shall be valid or effective for more than 90 days after such record date unless consents from Holders of the “Act” principal amount of Bonds required hereunder for such amendment or waiver to be effective shall have also been given and not revoked within such 90-day period. Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder is a continuing consent by the Holder of a Bond or portion of a Bond that evidences the same debt as the consenting Holder’s Bond, and, if a record date is established in respect of any amendment, supplement or waiver, a consent by the Holder on that record date will bind any subsequent holder, even if notation of the consent is not made on any Bond. However, any such Global Note, and such Act shall be deemed Holder may revoke the consent as to have been delivered to the Issuer and his or her Bond or portion of a Bond if the Trustee upon the delivery by DTC of an “agent’s message” or other receives written notice of revocation before a date and time therefor identified by the Company in a notice furnished to such consent or other action having been so given, made or taken Holder in accordance with the customary procedures terms of DTCthis Indenture or, if no such date and time shall be identified, the date the amendment, supplement or waiver becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder. After an amendment, supplement or waiver becomes effective, it shall bind every Holder, unless it is of the type described in any of clauses (a) through (l) of Section 10.02 hereof. In such case, the amendment, supplement or waiver shall bind each Holder who has consented to it and every subsequent Holder that evidences the same debt as the consenting Holder’s Bond.

Action by Holders. Whenever in this Indenture it is provided that the holders of a majority or specified percentage in aggregate principal amount of the Securities of a particular series may take any action (a) Any including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action), the fact that at the time of taking any such action the holders of such majority or specified percentage of that series have joined therein may be evidenced by any instrument or any number of instruments of similar tenor executed by such holders of Securities of that series in person or by agent or proxy appointed in writing. If the Company shall solicit from the Securityholders of any series any request, demand, authorization, direction, notice, consent, waiver or other action, the Company may, at its option, as evidenced by an Officers' Certificate, fix in advance a record date for such series for the determination of Securityholders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other action, but the Company shall have no obligation to do so. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture may be given before or after the record date, but only the Securityholders of record at the close of business on the record date shall be deemed to be given, made or taken by Securityholders for the Holders may be embodied in and evidenced by one or more instruments purposes of substantially similar tenor signed by such Holders in person or by agents duly appointed in writing, and may be given, made or taken in connection with a purchase of, or tender offer or exchange offer for, outstanding Notes; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” determining whether Securityholders of the Holders signing requisite proportion of outstanding Securities of that series have authorized or agreed or consented to such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Issuer if made in the manner provided in this Section 12.15. Without limiting the generality of this Section 12.15, unless otherwise provided in or pursuant to this Indenture, (i) a Holder, including a Depositary or its nominee that is a Holder of a Global Note, may give, make or take, by an agent or agents duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other Act action, and for that purpose the outstanding Securities of that series shall be computed as of the record date; provided in that no such authorization, agreement or consent by such Securityholders on the record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture to be given, made or taken by not later than six months after the Holders, and a Depositary or its nominee that is a Holder record date. In determining whether the holders of the requisite aggregate principal amount of Securities of a Global Note may duly appoint particular series have concurred in writing as its agent or agents members ofany direction, or participants in, such Depositary holding interests in such Global Note in the records of such Depositary; and (ii) with respect to any Global Note the Depositary for which is DTC, any consent or other action givenwaiver under this Indenture, made or taken by an “agent member” the principal amount of DTC by electronic means in accordance with the Automated Tender Offer Procedures system or other customary procedures of, and pursuant to authorization by, DTC a Discount Security that shall be deemed to constitute be outstanding for such purposes shall be the “Act” amount of the Holder principal thereof that would be due and payable as of the date of such Global Note, and such Act shall be deemed determination upon a declaration of acceleration of the maturity thereof pursuant to have been delivered to the Issuer and the Trustee upon the delivery by DTC of an “agent’s message” or other notice of such consent or other action having been so given, made or taken in accordance with the customary procedures of DTCSection 6.01.

Action by Holders. Whenever in this Indenture it is provided that the holders of a majority or specified percentage in aggregate principal amount of the Securities of a particular series may take any action (a) Any including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action), the fact that at the time of taking any such action the holders of such majority or specified percentage of that series have joined therein may be evidenced by any instrument or any number of instruments of similar tenor executed by such holders of Securities of that series in person or by agent or proxy appointed in writing. If the Company shall solicit from the Securityholders of any series any request, demand, authorization, direction, notice, consent, waiver or other action, the Company may, at its option, as evidenced by an Officers’ Certificate, fix in advance a record date for such series for the determination of Securityholders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other action, but the Company shall have no obligation to do so. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture may be given before or after the record date, but only the Securityholders of record at the close of business on the record date shall be deemed to be given, made or taken by Securityholders for the Holders may be embodied in and evidenced by one or more instruments purposes of substantially similar tenor signed by such Holders in person or by agents duly appointed in writing, and may be given, made or taken in connection with a purchase of, or tender offer or exchange offer for, outstanding Notes; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” determining whether Securityholders of the Holders signing requisite proportion of outstanding Securities of that series have authorized or agreed or consented to such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Issuer if made in the manner provided in this Section 12.15. Without limiting the generality of this Section 12.15, unless otherwise provided in or pursuant to this Indenture, (i) a Holder, including a Depositary or its nominee that is a Holder of a Global Note, may give, make or take, by an agent or agents duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other Act action, and for that purpose the outstanding Securities of that series shall be computed as of the record date; provided in that no such authorization, agreement or consent by such Securityholders on the record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture to be given, made or taken by not later than six months after the Holders, and a Depositary or its nominee that is a Holder record date. In determining whether the holders of the requisite aggregate principal amount of Securities of a Global Note may duly appoint particular series have concurred in writing as its agent or agents members ofany direction, or participants in, such Depositary holding interests in such Global Note in the records of such Depositary; and (ii) with respect to any Global Note the Depositary for which is DTC, any consent or other action givenwaiver under this Indenture, made or taken by an “agent member” the principal amount of DTC by electronic means in accordance with the Automated Tender Offer Procedures system or other customary procedures of, and pursuant to authorization by, DTC a Discount Security that shall be deemed to constitute be outstanding for such purposes shall be the “Act” amount of the Holder principal thereof that would be due and payable as of the date of such Global Note, and such Act shall be deemed determination upon a declaration of acceleration of the maturity thereof pursuant to have been delivered to the Issuer and the Trustee upon the delivery by DTC of an “agent’s message” or other notice of such consent or other action having been so given, made or taken in accordance with the customary procedures of DTCSection 6.01.

Action by Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given, made or taken by the Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agents duly appointed in writing, and may be given, made or taken in connection with a purchase of, or tender offer or exchange offer for, outstanding Notes; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the IssuerCompany. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Issuer Company if made in the manner provided in this Section 12.1513.15. Without limiting the generality of this Section 12.1513.15, unless otherwise provided in or pursuant to this Indenture, (i) a Holder, including a Depositary or its nominee that is a Holder of a Global Note, may give, make or take, by an agent or agents duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other Act provided in or pursuant to this Indenture to be given, made or taken by the Holders, and a Depositary or its nominee that is a Holder of a Global Note may duly appoint in writing as its agent or agents members of, or participants in, such Depositary holding interests in such Global Note in the records of such Depositary; and (ii) with respect to any Global Note the Depositary for which is DTC, any consent or other action given, made or taken by an “agent member” of DTC by electronic means in accordance with the Automated Tender Offer Procedures system or other customary procedures of, and pursuant to authorization by, DTC shall be deemed to constitute the “Act” of the Holder of such Global Note, and such Act shall be deemed to have been delivered to the Issuer Company and the Trustee upon the delivery by DTC of an “agent’s message” or other notice of such consent or other action having been so given, made or taken in accordance with the customary procedures of DTC.

Action by Holders. Whenever in this Indenture it is provided that the Holders of a specified percentage of the aggregate principal amount of the Notes may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action), the fact that at the time of taking any such action, the Holders of such specified percentage have joined therein may be evidenced (a) Any request, demand, authorization, direction, notice, consent, waiver by any instrument or other action provided by this Indenture to be given, made or taken by the Holders may be embodied in and evidenced by one or more any number of instruments of substantially similar tenor signed executed by such Holders in person or by agents duly agent or proxy appointed in writing, or (b) by the record of the Holders voting in favor thereof at any meeting of Holders duly called and may be given, made or taken held in connection accordance with a purchase ofthe provisions of Article 9, or tender offer or exchange offer for, outstanding Notes; and, except as herein otherwise expressly provided, such action shall become effective when (c) by a combination of such instrument or instruments are delivered and any such record of such a meeting of Holders. The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to the Trustee andconsent to any amendment, where it is hereby expressly required, supplement or waiver or to the Issuertake any other action under this Indenture. Such instrument The right of any Holder to participate in any action or instruments consent required or sought pursuant to any provision of this Indenture (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” obligation of the Holders signing Company to obtain any such instrument or instruments. Proof consent otherwise required from such Holder) may be subject to the requirement that such Holder shall have been the Holder of execution record of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Issuer if made in the manner provided in this Section 12.15. Without limiting the generality of this Section 12.15, unless otherwise provided in or pursuant to this Indenture, (i) a Holder, including a Depositary or its nominee that is a Holder of a Global Note, may give, make or take, by an agent or agents duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other Act provided in or pursuant to this Indenture to be given, made or taken by the Holders, and a Depositary or its nominee that is a Holder of a Global Note may duly appoint in writing as its agent or agents members of, or participants in, such Depositary holding interests in such Global Note in the records of such Depositary; and (ii) Notes with respect to any Global Note which such action or consent is required or sought as of the Depositary for which is DTC, any consent or other action given, made or taken record date identified by an “agent member” of DTC by electronic means the Company in a notice furnished to Holders in accordance with the Automated Tender Offer Procedures system terms of this Indenture. If a record date is fixed, then notwithstanding the provisions of the immediately succeeding paragraph, those Persons who were Holders at such record date (or other customary procedures oftheir duly designated agents or proxies), and pursuant to authorization byonly those Persons, DTC shall be deemed entitled to constitute the “Act” consent to such amendment, supplement or waiver or to revoke any consent previously given, whether or not such Persons continue to be Holders after such record date. No consent shall be valid or effective for more than 90 days after such record date unless consents from Holders of the principal amount of Notes required hereunder for such amendment or waiver to be effective shall have also been given and not revoked within such 90-day period. Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder is a continuing consent by the Holder and every subsequent Holder of such Global a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, and even if notation of the consent is not made on any Note. However, any such Act shall be deemed Holder or subsequent Holder may revoke the consent as to have been delivered to the Issuer and his or her Note or portion of a Note if the Trustee upon the delivery by DTC of an “agent’s message” or other receives written notice of revocation before a date and time therefor identified by the Company in a notice furnished to such consent or other action having been so given, made or taken Holder in accordance with the customary procedures terms of DTCthis Indenture or, if no such date and time shall be identified, the date the amendment, supplement or waiver becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.

Action by Holders. Whenever in this Indenture it is provided that the Holders of a specified percentage in aggregate principal amount of the Notes may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action), the fact that at the time of taking any such action, the Holders of such specified percentage have joined therein may be evidenced (a) Any request, demand, authorization, direction, notice, consent, waiver by any instrument or other action provided by this Indenture to be given, made or taken by the Holders may be embodied in and evidenced by one or more any number of instruments of substantially similar tenor signed executed by such Holders in person or by agents duly agent or proxy appointed in writing, or (b) by the record of the Holders voting in favor thereof at any meeting of Holders duly called and may be given, made or taken held in connection accordance with a purchase ofthe provisions of Article 8, or tender offer (c) by a combination of such instrument or exchange offer for, outstanding Notes; instruments and any such record of such a meeting of Holders and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or such record are delivered to the Trustee and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instrumentsCompany. Proof of execution of any such instrument or record or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Issuer Company, if made in the manner provided in this Section 12.15Section. Without limiting Whenever the generality Company or the Trustee solicits the taking of this Section 12.15any action by the Holders, unless otherwise provided the Company or the Trustee may fix, but shall not be required to, in or pursuant advance of such solicitation, a date as the record date for determining Holders entitled to this Indenture, (i) a Holder, including a Depositary or its nominee that take such action. The record date if one is a Holder selected shall be not more than 15 days prior to the date of a Global Note, may give, make or take, by an agent or agents duly appointed in writing, any commencement of solicitation of such action. Any request, demand, authorization, direction, notice, consent, waiver or other Act provided in or pursuant to this Indenture to be given, made or taken action by the Holders, and a Depositary or its nominee that is a Holder of a Global any Note may duly appoint in writing as its agent or agents members of, or participants in, such Depositary holding interests in such Global Note in shall bind every future Holder of the records of such Depositary; and (ii) with respect to any Global Note the Depositary for which is DTC, any consent or other action given, made or taken by an “agent member” of DTC by electronic means in accordance with the Automated Tender Offer Procedures system or other customary procedures ofsame Note, and pursuant to authorization by, DTC shall be deemed to constitute the “Act” of the Holder of such Global Noteevery Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, and such Act shall omitted, or suffered to be deemed to have been delivered to the Issuer and done by the Trustee upon or the delivery by DTC of an “agent’s message” Company in reliance thereon, whether or other notice not notation of such consent or other action having been so given, is made or taken in accordance with the customary procedures of DTCupon such Note.

Action by Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given, made or taken by the Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agents duly appointed in writing, and may be given, made or taken in connection with a purchase of, or tender offer or exchange offer for, outstanding Notes; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the IssuerCompany. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Issuer Company if made in the manner provided in this Section 12.15. Without limiting the generality of this Section 12.15, unless otherwise provided in or pursuant to this Indenture, (i) a Holder, including a Depositary or its nominee that is a Holder of a Global Note, may give, make or take, by an agent or agents duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other Act provided in or pursuant to this Indenture to be given, made or taken by the Holders, and a Depositary or its nominee that is a Holder of a Global Note may duly appoint in writing as its agent or agents members of, or participants in, such Depositary holding interests in such Global Note in the records of such Depositary; and (ii) with respect to any Global Note the Depositary for which is DTC, any consent or other action given, made or taken by an “agent member” of DTC by electronic means in accordance with the Automated Tender Offer Procedures system or other customary procedures of, and pursuant to authorization by, DTC shall be deemed to constitute the “Act” of the Holder of such Global Note, and such Act shall be deemed to have been delivered to the Issuer Company and the Trustee upon the delivery by DTC of an “agent’s message” or other notice of such consent or other action having been so given, made or taken in accordance with the customary procedures of DTC.

Action by Holders. Whenever in this Indenture it is provided that the Holders of a specified percentage of the aggregate principal amount of the Notes may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action), the fact that at the time of taking any such action, the Holders of such specified percentage have joined therein may be evidenced by (a) Any request, demand, authorization, direction, notice, consent, waiver any instrument or other action provided by this Indenture to be given, made or taken by the Holders may be embodied in and evidenced by one or more any number of instruments of substantially similar tenor signed executed by such Holders in person or by agents duly agent or proxy appointed in writing, (b) the record of the Holders voting in favor thereof at any meeting of Holders duly called and may be given, made or taken held in connection accordance with a purchase ofthe provisions of Article 10, or tender offer or exchange offer for, outstanding Notes; and, except as herein otherwise expressly provided, such action shall become effective when (c) a combination of such instrument or instruments are delivered and any such record of such a meeting of Holders. The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to the Trustee andconsent to any amendment, where it is hereby expressly required, supplement or waiver or to the Issuertake any other action under this Indenture. Such instrument The right of any Holder to participate in any action or instruments consent required or sought pursuant to any provision of this Indenture (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” obligation of the Holders signing Company to obtain any such instrument or instruments. Proof consent otherwise required from such Holder) may be subject to the requirement that such Holder shall have been the Holder of execution record of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Issuer if made in the manner provided in this Section 12.15. Without limiting the generality of this Section 12.15, unless otherwise provided in or pursuant to this Indenture, (i) a Holder, including a Depositary or its nominee that is a Holder of a Global Note, may give, make or take, by an agent or agents duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other Act provided in or pursuant to this Indenture to be given, made or taken by the Holders, and a Depositary or its nominee that is a Holder of a Global Note may duly appoint in writing as its agent or agents members of, or participants in, such Depositary holding interests in such Global Note in the records of such Depositary; and (ii) Notes with respect to any Global Note which such action or consent is required or sought as of the Depositary for which is DTC, any consent or other action given, made or taken record date identified by an “agent member” of DTC by electronic means the Company in a notice furnished to Holders in accordance with the Automated Tender Offer Procedures system terms of this Indenture. If a record date is fixed, then notwithstanding the provisions of the immediately succeeding paragraph, those Persons who were Holders at such record date (or other customary procedures oftheir duly designated agents or proxies), and pursuant to authorization byonly those Persons, DTC shall be deemed entitled to constitute the “Act” consent to such amendment, supplement or waiver or to revoke any consent previously given, whether or not such Persons continue to be Holders after such record date. No consent shall be valid or effective for more than 90 days after such record date unless consents from Holders of the principal amount of Notes required hereunder for such amendment or waiver to be effective shall have also been given and not revoked within such 90-day period. Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder is a continuing consent by the Holder and every subsequent Holder of such Global a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, and even if notation of the consent is not made on any Note. However, any such Act shall be deemed Holder or subsequent Holder may revoke the consent as to have been delivered to the Issuer and his or her Note or portion of a Note if the Trustee upon the delivery by DTC of an “agent’s message” or other receives written notice of revocation before a date and time therefor identified by the Company in a notice furnished to such consent or other action having been so given, made or taken Holder in accordance with the customary procedures terms of DTCthis Indenture or, if no such date and time shall be identified, the date the amendment, supplement or waiver becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder. After an amendment, supplement or waiver becomes effective, it shall bind every Holder, unless it is of the type described in any of clauses (a) through (l) of Section 11.02 hereof. In such case, the amendment, supplement or waiver shall bind each Holder who has consented to it and every subsequent Holder that evidences the same debt as the consenting Holder’s Note.

Action by Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given, made or taken by the Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agents duly appointed in writing, and may be given, made or taken in connection with a purchase of, or tender offer or exchange offer for, outstanding Notes; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the IssuerPartnership. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Issuer Partnership if made in the manner provided in this Section 12.15. 123 Without limiting the generality of this Section 12.15, unless otherwise provided in or pursuant to this Indenture, (i) a Holder, including a Depositary or its nominee that is a Holder of a Global Note, may give, make or take, by an agent or agents duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other Act provided in or pursuant to this Indenture to be given, made or taken by the Holders, and a Depositary or its nominee that is a Holder of a Global Note may duly appoint in writing as its agent or agents members of, or participants in, such Depositary holding interests in such Global Note in the records of such Depositary; and (ii) with respect to any Global Note the Depositary for which is DTC, any consent or other action given, made or taken by an “agent member” of DTC by electronic means in accordance with the Automated Tender Offer Procedures system or other customary procedures of, and pursuant to authorization by, DTC shall be deemed to constitute the “Act” of the Holder of such Global Note, and such Act shall be deemed to have been delivered to the Issuer Partnership and the Trustee upon the delivery by DTC of an “agent’s message” or other notice of such consent or other action having been so given, made or taken in accordance with the customary procedures of DTC.

Action by Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given, made or taken by the Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agents duly appointed in writing, and may be given, made or taken in connection with a purchase of, or tender offer or exchange offer for, outstanding Notes; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such 107 agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Issuer if made in the manner provided in this Section 12.15. Without limiting the generality of this Section 12.15, unless otherwise provided in or pursuant to this Indenture, (i) a Holder, including a Depositary or its nominee that is a Holder of a Global Note, may give, make or take, by an agent or agents duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other Act provided in or pursuant to this Indenture to be given, made or taken by the Holders, and a Depositary or its nominee that is a Holder of a Global Note may duly appoint in writing as its agent or agents members of, or participants in, such Depositary holding interests in such Global Note in the records of such Depositary; and (ii) with respect to any Global Note the Depositary for which is DTC, any consent or other action given, made or taken by an “agent member” of DTC by electronic means in accordance with the Automated Tender Offer Procedures system or other customary procedures of, and pursuant to authorization by, DTC shall be deemed to constitute the “Act” of the Holder of such Global Note, and such Act shall be deemed to have been delivered to the Issuer and the Trustee upon the delivery by DTC of an “agent’s message” or other notice of such consent or other action having been so given, made or taken in accordance with the customary procedures of DTC.

Action by Holders. Whenever in this Indenture it is provided that the Holders of a specified percentage of the aggregate principal amount of the Notes may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action), the fact that at the time of taking any such action, the Holders of such specified percentage have joined therein may be evidenced (a) Any request, demand, authorization, direction, notice, consent, waiver by any instrument or other action provided by this Indenture to be given, made or taken by the Holders may be embodied in and evidenced by one or more any number of instruments of substantially similar tenor signed executed by such Holders in person or by agents duly agent or proxy appointed in writing, or (b) by the record of the Holders voting in favor thereof at any meeting of Holders duly called and may be given, made or taken held in connection accordance with a purchase ofthe provisions of Article 12, or tender offer (c) by a combination of such instrument or exchange offer forinstruments and any such record of such a meeting of Holders. Whenever the Company or the Trustee solicits the taking of any action by the Holders of the Notes, outstanding Notes; andthe Company or the Trustee may, except but shall not be required to, fix in advance of such solicitation, a date as the record date for determining Holders entitled to take such action. The record date if one is selected shall be not more than fifteen days prior to the date of commencement of solicitation of such action. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or record or both are delivered to the Trustee and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (Company and the Guarantors. A Holder entitled to take any action embodied therein and evidenced thereby) are herein sometimes referred hereunder with regard to as the “Act” any particular Note may do so with regard to all or any part of the Holders signing principal amount of such instrument Note or instrumentsby one or more duly appointed agents, each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Proof Any notice given or action taken by a Holder or its agents with regard to different parts of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Issuer if made in the manner provided in this Section 12.15. Without limiting the generality of this Section 12.15, unless otherwise provided in or principal amount pursuant to this Indenture, (i) a paragraph shall have the same effect as if given or taken by separate Holders of each such different part. A Holder, including a Depositary or its nominee that is a the Holder of a Global Note, may givemake, make give or take, by an agent a proxy or agents proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other Act action provided in or pursuant to this Indenture to be givenmade, made given or taken by the Holders, and a Depositary or its nominee that is a the Holder of a Global Note may duly appoint in writing as provide its agent proxy or agents members of, or participants in, such Depositary holding proxies to the beneficial owners of interests in any such Global Note in the records of through such Depositary; ’s standing instructions and (ii) with respect to any Global Note the Depositary for which is DTC, any consent or other action given, made or taken by an “agent member” of DTC by electronic means in accordance with the Automated Tender Offer Procedures system or other customary procedures of, and pursuant to authorization by, DTC shall be deemed to constitute the “Act” of the Holder of such Global Note, and such Act shall be deemed to have been delivered to the Issuer and the Trustee upon the delivery by DTC of an “agent’s message” or other notice of such consent or other action having been so given, made or taken in accordance with the customary procedures of DTCpractices.

Action by Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given, made or taken by the Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agents duly appointed in writing, and may be given, made or taken in connection with a purchase of, or tender offer or exchange offer for, outstanding Notes; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the IssuerPartnership. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Issuer Partnership if made in the manner provided in this Section 12.15. Without limiting the generality of this Section 12.15, unless otherwise provided in or pursuant to this Indenture, (i) a Holder, including a Depositary or its nominee that is a Holder of a Global Note, may give, make or take, by an agent or agents duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other Act provided in or pursuant to this Indenture to be given, made or taken by the Holders, and a Depositary or its nominee that is a Holder of a Global Note may duly appoint in writing as its agent or agents members of, or participants in, such Depositary holding interests in such Global Note in the records of such Depositary; and (ii) with respect to any Global Note the Depositary for which is DTC, any consent or other action given, made or taken by an “agent member” of DTC by electronic means in accordance with the Automated Tender Offer Procedures system or other customary procedures of, and pursuant to authorization by, DTC shall be deemed to constitute the “Act” of the Holder of such Global Note, and such Act shall be deemed to have been delivered to the Issuer Partnership and the Trustee upon the delivery by DTC of an “agent’s message” or other notice of such consent or other action having been so given, made or taken in accordance with the customary procedures of DTC.

Action by Holders. Whenever in this Indenture it is provided that the Holders of a specified percentage in aggregate principal amount of the Senior Notes may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action) the fact that at the time of taking any such action the Holders of such specified percentage have joined therein may be evidenced (a) Any by any instrument or any number of instruments of similar tenor executed by such Holders in person or by agent or proxy appointed in writing, or (b) by the record of such Holder voting in favor thereof at any meeting of such Holders duly called and held in accordance with the provisions of Article Eight, or (c) by a combination of such instrument or instruments and any such record of such a meeting of such Holders. If the Corporation shall solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver or other action, the Corporation may, at its option, as evidenced by an Officers' Certificate, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other action, but the Corporation shall have no obligation to do so. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture may be given before or after the record date, but only the Holders of record at the close of business on the record date shall be deemed to be given, made or taken by Holders for the purposes of determining whether Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agents duly appointed in writing, and may be given, made or taken in connection with a purchase of, or tender offer or exchange offer for, outstanding Notes; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing requisite proportion of outstanding Senior Notes have authorized or agreed or consented to such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Issuer if made in the manner provided in this Section 12.15. Without limiting the generality of this Section 12.15, unless otherwise provided in or pursuant to this Indenture, (i) a Holder, including a Depositary or its nominee that is a Holder of a Global Note, may give, make or take, by an agent or agents duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other Act provided in or pursuant to this Indenture to be given, made or taken by the Holdersaction, and a Depositary for that purpose the outstanding Senior Notes shall be computed as of the record date; provided, however, that no such -------- ------- authorization, agreement or its nominee that is a Holder of a Global Note may duly appoint in writing as its agent or agents members of, or participants in, consent by such Depositary holding interests in such Global Note in Holders on the records of such Depositary; and (ii) with respect to any Global Note the Depositary for which is DTC, any consent or other action given, made or taken by an “agent member” of DTC by electronic means in accordance with the Automated Tender Offer Procedures system or other customary procedures of, and pursuant to authorization by, DTC record date shall be deemed effective unless it shall become effective pursuant to constitute the “Act” provisions of this Indenture not later than six months after the Holder record date. In soliciting authorizations, agreements or consents from Holders, the Corporation may, at its option but subject to applicable law, require that such authorizations, agreements or consents be given on an irrevocable basis or, alternatively, impose such limitations on the revocability of such Global Noteauthorizations, and such Act shall be deemed to have been delivered to the Issuer and the Trustee upon the delivery by DTC of an “agent’s message” agreements or other notice of such consent or other action having been so given, made or taken in accordance with the customary procedures of DTCconsents as it determines.

Action by Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given, made given or taken by the Holders or by holders of Preferred Securities may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or holders of Preferred Securities, as applicable, personally or by agents an agent duly appointed in writing, and may be given, made or taken in connection with a purchase of, or tender offer or exchange offer for, outstanding Notes; writing and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the IssuerCompany. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the Holders or holders of Preferred Securities signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Issuer Company, if made in the manner provided in this Section 12.15Section. Without limiting the generality of this Section 12.15Section, unless otherwise provided in or pursuant to this Indenture, (i) a Holder, including a Depositary or its nominee that is a Holder of a Global NoteDebenture, may givemake, make give or take, by an agent a proxy, or agents proxies, duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other Act action provided in or pursuant to this Indenture to be givenmade, made given or taken by the Holders, and a Depositary or its nominee that is a Holder of a Global Note Debenture may duly appoint in writing as provide its agent proxy or agents members of, or participants in, such Depositary holding proxies to the beneficial owners of interests in any such Global Note in the records of Debenture through such Depositary; 's standing instructions and (ii) with respect to any Global Note the Depositary for which is DTC, any consent or other action given, made or taken by an “agent member” of DTC by electronic means in accordance with the Automated Tender Offer Procedures system or other customary procedures of, and pursuant to authorization by, DTC shall be deemed to constitute the “Act” of the Holder of such Global Note, and such Act shall be deemed to have been delivered to the Issuer and the Trustee upon the delivery by DTC of an “agent’s message” or other notice of such consent or other action having been so given, made or taken in accordance with the customary procedures of DTCpractices.

Action by Holders. Whenever in this Indenture it is provided that the Holders of a specified percentage in aggregate principal amount of the Debentures of any series may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action), the fact that at the time of taking any such action the Holders of such specified percentage have joined therein may be evidenced (a) Any by any instrument or any number of instruments of similar tenor executed by such Holders in person or by agent or proxy appointed in writing, or (b) by the record of such Holders voting in favor thereof at any meeting of such Holders duly called and held in accordance with the provisions of Article VIII, or (c) by a combination of such instrument or instruments and any such record of such a meeting of such Holders. If the Company shall solicit from the Holders of Debentures of any series any request, demand, authorization, direction, notice, consent, waiver or other action, the Company may, at its option, as evidenced by an Officer's Certificate, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other action, but the Company shall have no obligation to do so. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture may be given before or after the record date, but only the Holders of record at the close of business on the record date shall be deemed to be given, made or taken by Holders for the purposes of determining whether Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agents duly appointed in writing, and may be given, made or taken in connection with a purchase of, or tender offer or exchange offer for, outstanding Notes; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof requisite proportion of execution outstanding Debentures of any series have authorized or agreed or consented to such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Issuer if made in the manner provided in this Section 12.15. Without limiting the generality of this Section 12.15, unless otherwise provided in or pursuant to this Indenture, (i) a Holder, including a Depositary or its nominee that is a Holder of a Global Note, may give, make or take, by an agent or agents duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other Act provided in or pursuant to this Indenture to be given, made or taken by the Holdersaction, and a Depositary for that purpose the outstanding Debentures of any such series shall be computed as of the record date; provided, however, that no such authorization, agreement or its nominee that is a Holder consent by such Holders of a Global Note may duly appoint in writing as its agent or agents members of, or participants in, Debentures of any such Depositary holding interests in such Global Note in series on the records of such Depositary; and (ii) with respect to any Global Note the Depositary for which is DTC, any consent or other action given, made or taken by an “agent member” of DTC by electronic means in accordance with the Automated Tender Offer Procedures system or other customary procedures of, and pursuant to authorization by, DTC record date shall be deemed to constitute the “Act” of the Holder of such Global Note, and such Act effective unless it shall be deemed to have been delivered become effective pursuant to the Issuer and provisions of this Indenture not later than six months after the Trustee upon the delivery by DTC of an “agent’s message” or other notice of such consent or other action having been so given, made or taken in accordance with the customary procedures of DTCrecord date.

Action by Holders. Whenever in this Indenture it is provided that the Holders of a specified percentage of the aggregate principal amount of the Notes may take any action (a) Any including the making of any demand or request, demand, authorization, direction, the giving of any notice, consent, consent or waiver or the taking of any other action provided by this Indenture to be givenaction), made or taken by the fact that at the time of taking any such action, the Holders of such specified percentage have joined therein may be embodied in and evidenced by one any instrument or more any number of instruments of substantially similar tenor signed executed by such Holders in person or by agents duly agent or proxy appointed in writing, or by the record of the Holders voting in favor thereof at any meeting of Holders duly called and may be given, made or taken held in connection accordance with a purchase ofthe provisions of Article 9, or tender offer or exchange offer for, outstanding Notes; and, except as herein otherwise expressly provided, such action shall become effective when by a combination of such instrument or instruments are delivered and any such record of such a meeting of Holders. Whenever the Company or the Trustee solicits the taking of any action by the Holders of the Notes, the Company or the Trustee may, but shall not be required to, fix in advance of such solicitation, a date as the record date for determining Holders entitled to take such action. The record date if one is selected shall be not more than fifteen days prior to the Trustee anddate of commencement of solicitation of such action. Except as set forth in Section 2.05(c), where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Issuer if made in the manner provided in this Section 12.15. Without limiting the generality of this Section 12.15, unless otherwise provided in or pursuant to this Indenture, (i) a Holder, including a Depositary or its nominee that is a Holder of a Global Note, may give, make or take, by an agent or agents duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other Act provided in or pursuant to this Indenture to be given, made or taken by the Holders, and a Depositary or its nominee that is a Holder of a Global Note may duly appoint in writing as its agent or agents members of, or participants in, such the Depositary holding interests in such Global Note in the records of such Depositary; and (ii“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or its custodian, or under such Global Notes. The Depositary may be treated by the Company, any other obligor upon the Notes, the Trustee and any agent of any of them as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, any other obligor upon the Notes, the Trustee or any agent of any of them from giving effect to any written certification, proxy or other authorization furnished by the Depositary for which is DTCor impair, any consent or other action givenas between the Depositary and its Agent Members, made or taken by an “agent member” the operation of DTC by electronic means in accordance with customary practices governing the Automated Tender Offer Procedures system or other customary procedures of, and pursuant to authorization by, DTC shall be deemed to constitute the “Act” exercise of the rights of a beneficial owner of any Note. The Holder of such a Global NoteNote may grant proxies and otherwise authorize any Person, including Agent Members and such Act shall be deemed Persons that may hold interests through Agent Members, to have been delivered take any action that a Holder is entitled to take under this Indenture or the Issuer and the Trustee upon the delivery by DTC of an “agent’s message” or other notice of such consent or other action having been so given, made or taken in accordance with the customary procedures of DTCNotes.

Action by Holders. Whenever in this Indenture it is provided that the Holders of a specified percentage of the aggregate principal amount of the Notes may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action), the fact that at the time of taking any such action, the Holders of such specified percentage have joined therein may be evidenced by (a) Any request, demand, authorization, direction, notice, consent, waiver any instrument or other action provided by this Indenture to be given, made or taken by the Holders may be embodied in and evidenced by one or more any number of instruments of substantially similar tenor signed executed by such Holders in person or by agents duly agent or proxy appointed in writing, (b) the record of the Holders voting in favor thereof at any meeting of Holders duly called and may be given, made or taken held in connection accordance with a purchase ofthe provisions of Article 9, or tender offer or exchange offer for, outstanding Notes; and, except as herein otherwise expressly provided, such action shall become effective when (c) a combination of such instrument or instruments are delivered and any such record of such a meeting of Holders. The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to the Trustee andconsent to any amendment, where it is hereby expressly required, supplement or waiver or to the Issuertake any other action under this Indenture. Such instrument The right of any Holder to participate in any action or instruments consent required or sought pursuant to any provision of this Indenture (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” obligation of the Holders signing Company to obtain any such instrument or instruments. Proof consent otherwise required from such Holder) may be subject to the requirement that such Holder shall have been the Holder of execution record of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Issuer if made in the manner provided in this Section 12.15. Without limiting the generality of this Section 12.15, unless otherwise provided in or pursuant to this Indenture, (i) a Holder, including a Depositary or its nominee that is a Holder of a Global Note, may give, make or take, by an agent or agents duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other Act provided in or pursuant to this Indenture to be given, made or taken by the Holders, and a Depositary or its nominee that is a Holder of a Global Note may duly appoint in writing as its agent or agents members of, or participants in, such Depositary holding interests in such Global Note in the records of such Depositary; and (ii) Notes with respect to any Global Note which such action or consent is required or sought as of the Depositary for which is DTC, any consent or other action given, made or taken record date identified by an “agent member” of DTC by electronic means the Company in a notice furnished to Holders in accordance with the Automated Tender Offer Procedures system terms of this Indenture. If a record date is fixed, then notwithstanding the provisions of the immediately succeeding paragraph, those Persons who were Holders at such record date (or other customary procedures oftheir duly designated agents or proxies), and pursuant to authorization byonly those Persons, DTC shall be deemed entitled to constitute the “Act” consent to such amendment, supplement or waiver or to revoke any consent previously given, whether or not such Persons continue to be Holders after such record date. No consent shall be valid or effective for more than 90 days after such record date unless consents from Holders of the principal amount of Notes required hereunder for such amendment or waiver to be effective shall have also been given and not revoked within such 90-day period. Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder is a continuing consent by the Holder and every subsequent Holder of such Global a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, and even if notation of the consent is not made on any Note. However, any such Act shall be deemed Holder or subsequent Holder may revoke the consent as to have been delivered to the Issuer and his or her Note or portion of a Note if the Trustee upon the delivery by DTC of an “agent’s message” or other receives written notice of revocation before a date and time therefor identified by the Company in a notice furnished to such consent or other action having been so given, made or taken Holder in accordance with the customary procedures terms of DTCthis Indenture or, if no such date and time shall be identified, the date the amendment, supplement or waiver becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder. After an amendment, supplement or waiver becomes effective, it shall bind every Holder, unless it is of the type described in any of clauses (a) through (l) of Section 10.02 hereof. In such case, the amendment, supplement or waiver shall bind each Holder who has consented to it and every subsequent Holder that evidences the same debt as the consenting Holder’s Note.

Action by Holders. Whenever in this Indenture it is provided that the Holders of a specified percentage in aggregate principal amount of the Notes may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action (an "ACT")), the fact that at the time of taking any Act, the Holders of such specified percentage have joined therein may be evidenced (a) Any request, demand, authorization, direction, notice, consent, waiver by any instrument or other action provided by this Indenture to be given, made or taken by the Holders may be embodied in and evidenced by one or more any number of instruments of substantially similar tenor signed executed by such Holders in person or by agents duly agent or proxy appointed in writing, or (b) by the record of the Holders voting in favor thereof at any meeting of Holders duly called and may be given, made or taken held in connection accordance with a purchase ofthe provisions of Article 7, or tender offer (c) by a combination of such instrument or exchange offer for, outstanding Notes; instruments and any such record of such a meeting of Holders and, except as herein otherwise expressly provided, such action an Act shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instrumentsCompany. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Issuer Company, if made in the manner provided in this Section 12.15Section. Without limiting Whenever the generality Company or the Trustee solicits the taking of this Section 12.15any Act by the Holders of the Notes, unless otherwise provided the Company or the Trustee may fix, but shall not be required to, in or pursuant advance of such solicitation, a date as the record date for determining Holders entitled to this Indenture, take such Act. The record date if one is selected shall be not more than fifteen (i15) a Holder, including a Depositary or its nominee that is a Holder days prior to the date of a Global Note, may give, make or take, by an agent or agents duly appointed in writing, any commencement of solicitation of such action. Any request, demand, authorization, direction, notice, notice consent, waiver or other Act provided in or pursuant to this Indenture to be given, made or taken action by the Holders, and a Depositary or its nominee that is a Holder of a Global any Note may duly appoint in writing as its agent or agents members of, or participants in, such Depositary holding interests in such Global Note in shall bind every future Holder of the records of such Depositary; and (ii) with respect to any Global Note the Depositary for which is DTC, any consent or other action given, made or taken by an “agent member” of DTC by electronic means in accordance with the Automated Tender Offer Procedures system or other customary procedures ofsame Note, and pursuant to authorization by, DTC shall be deemed to constitute the “Act” of the Holder of such Global Noteevery Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, and such Act shall omitted, or suffered to be deemed to have been delivered to the Issuer and done by the Trustee upon or the delivery by DTC of an “agent’s message” 56 Company in reliance thereon, whether or other notice not notation of such consent or other action having been so given, is made or taken in accordance with the customary procedures of DTCupon such Note.