Common use of Supplemental Indenture With Consent of Noteholders Clause in Contracts

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) of the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, the Issuer, when authorized by the resolutions of the Board of Directors, the Guarantor and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or modifying in any manner the rights of the Holders of the Notes; provided that no such supplemental indenture shall, without the consent of the Holder of each Note so affected: (a) change the Stated Maturity of the principal of or any installment of interest on the Notes, reduce the principal amount of, or the rate or amount of interest on, or any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the Holders of the Notes, change the place of payment, or the coin or currency, for payment of principal of or interest on any Note or impair the right to institute suit for the enforcement of any payment on or with respect to the Notes; (b) reduce the percentage in principal amount of the outstanding Notes necessary to modify or amend this Indenture, to waive compliance with certain provisions of this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor in respect of the due and punctual payments of principal and interest; or (d) modify any of this Section 9.02 or Section 6.07 or any of the requirements thereof for waiver of certain past Defaults or certain covenants, except to increase the required percentage to effect the action or to provide that certain other provisions may not be modified or waived without the consent of the Holders of the Notes. Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the Issuer’s or the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) 8 hereof) of the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, the Issuer, when authorized by the resolutions of the Board of Directors, the Guarantor and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or modifying in any manner the rights of the Holders of the Notes; provided provided, that no such supplemental indenture shall, without the consent of the Holder of each Note so affectedaffected thereby: (a) change the Stated Maturity of the principal of or any installment of interest on the Notes, reduce the principal amount of, or the rate or amount of interest on, or any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the Holders Holder of the Notes, change the place of payment, or the coin or currency, for payment of principal of or interest on any Note or impair the right to institute suit for the enforcement of any payment on or with respect to the Notes; (b) reduce the percentage in principal amount of the outstanding Notes necessary to modify or amend this Indenture, to waive compliance with certain provisions of this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor in respect of the due and punctual payments of principal and interest; or (d) modify any of this Section 9.02 or Section 6.07 hereof or any of the requirements thereof for provisions relating to the waiver of certain past Defaults or certain covenants, except to increase the required percentage to effect the action or to provide that certain other provisions may not be modified or waived without the consent of the Holders of the Notes. Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the Issuer’s or the General Partner’s Secretary or Assistant Secretary Partner authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. (a) With the consent (evidenced as provided in Article 8) of the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstandingMajority Noteholders, the IssuerIssuer may, when authorized by the resolutions of the Board of Directors, the Guarantor and the Trustee mayTrustee, from time subject to time Sections 11.3 and at any time11.4, shall, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of amending the provisions of this Indenture or any supplemental indenture or modifying in any manner the rights of the Holders of the NotesIndenture; provided provided, however, that no such supplemental indenture shall, without the consent of the Holder Noteholder of each Outstanding Note so affecteddirectly affected thereby, no such supplemental indenture shall (with respect to any Notes held by non-consenting Noteholder of such Notes) cause any of the following: (ai) change the Stated Maturity maturity of any payment of the principal of of, or any installment of interest on the Noteson, any Note, or reduce the principal amount of, thereof or the rate of interest thereon, or change the method of computing the amount of principal thereof or interest on, payable thereon on any date or change any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the Holders of the Notes, change the place of paymentpayment where, or the coin or currencycurrency in which, for payment of the principal of or interest (including Additional Amounts) on any Note is payable, or impair the right of the Noteholders to institute suit for the enforcement of any such payment on or with respect to after the Notes;maturity or the date of payment, as the case may be, thereof (or, in the case of redemption or repayment, on or after the Early Tax Redemption Date or the Payment Date, as the case may be); or (bii) reduce the percentage in aggregate principal amount of the outstanding Notes necessary to modify Outstanding Notes, the consent of whose holders is required for any such supplemental indenture, or amend this Indenture, to waive the consent of whose holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences consequences, provided for in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor in respect of the due and punctual payments of principal and interest; or (diii) modify any of the provisions of this Section 9.02 or Section 6.07 or any of the requirements thereof for waiver of certain past Defaults or certain covenants7.4, except to increase the required any such percentage to effect the action or to provide that certain other provisions may of this Indenture cannot be modified or waived without the consent of the Holders of the Notes. each Noteholder. (b) Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified receipt by the Issuer’s or Trustee of Board Resolutions and such other documentation as the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, Trustee may reasonably require and upon the filing with the Trustee of evidence of the consent Act of Noteholders as aforesaidsaid Noteholders, the Trustee shall join with the Issuer and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture affects or other instrument, as the Trustee’s own rightscase may be, duties or immunities under this Indenture or otherwise, in which case subject to the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. provisions of Sections 11.3 and 11.4. (c) It shall not be necessary for the consent any Act of the Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. (d) The Trustee may execute and deliver any amendment to the Guaranty or grant any waiver thereof with the consent of the majority Noteholders. (e) The Issuer shall deliver notice to the Rating Agencies of any indenture or supplemental indenture or any amendment or waiver to the Guaranty to be executed pursuant to this Section 11.1 prior to the execution of such indenture or supplemental indenture or such amendment or waiver to the Guaranty.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) of the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, the Issuer, when authorized by the resolutions of the Board of Directors, the Guarantor and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or modifying in any manner the rights of the Holders of the Notes; provided that no such supplemental indenture shall, without the consent of the Holder of each Note so affected: (a) change the Stated Maturity of the principal of or any installment of interest on the Notes, reduce the principal amount of, or the rate or amount of interest on, or any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the Holders Holder of the Notes, change the place of payment, or the coin or currency, for payment of principal of or interest on any Note or impair the right to institute suit for the enforcement of any payment on or with respect to the Notes; (b) reduce the percentage in principal amount of the outstanding Notes necessary to modify or amend this Indenture, to waive compliance with certain provisions of this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor in respect of the due and punctual payments of principal and interest; or (d) modify any of this Section 9.02 or Section 6.07 or any of the requirements thereof for waiver of certain past Defaults or certain covenants, except to increase the required percentage to effect the action or to provide that certain other provisions may not be modified or waived without the consent of the Holders of the Notes. Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the Issuer’s or the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) 9) of the Holders holders of not less than at least a majority in aggregate principal amount of the Notes at the time outstanding, the IssuerCompany, when authorized by the resolutions of the Board of Directors, the Guarantor and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Notes; provided that no such supplemental indenture shall, without shall (i) reduce the consent principal amount of the Holder of each Note so affected: (a) or change the Stated Maturity of the principal of or any installment of interest on the NotesNote, (ii) reduce the principal amount of, or the rate or extend the time of payment of Interest on any Note, (iii) reduce any amount of interest on, or any premium payable on redemption of, or repurchase of any Note (including upon the Notes, occurrence of a Fundamental Change) or adversely affect any right of repayment of the Holders of the Notes, change the place of payment, time at which or the coin circumstances under which the Notes may or currencyshall be redeemed or repurchased (subject to the immediately succeeding sentence), for payment of principal of or interest on any Note or (iv) impair the right of any Noteholder to institute suit for the enforcement payment on any Note, (v) make the principal or Interest of any payment on Note payable in any coin or with respect currency other than that provided in the Notes, (vi) impair the right to convert the Notes into Common Stock subject to the Notes; terms set forth herein, (bvii) reduce the percentage in principal amount number of the outstanding Notes necessary to modify shares of Common Stock or amend this Indentureother property receivable upon conversion, to waive compliance with certain provisions of this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor in respect of the due and punctual payments of principal and interest; or (dviii) modify any of the provisions of this Section 9.02 11.02 or Section 6.07 or any of the requirements thereof for waiver of certain past Defaults or certain covenants7.05, except to increase the required any such percentage to effect the action or to provide that certain other provisions may of this Indenture cannot be modified or waived without the consent of the Holders holder of each Note so affected, (ix) change any obligation of the Company to maintain an office or agency in the places and for the purposes set forth in Section 5.02, (x) reduce the quorum or voting requirements set forth in Article 10, (xi) make any change in Article 16 or Article 18 that adversely affects the rights of any Noteholder under Article 16 or Article 18, (xii) modify the Subsidiary Guarantees in any manner adverse to the Noteholders or (xiii) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all Notes then outstanding. Notwithstanding the immediately preceding sentence, the Company and the Trustee, with the consent of the holders of at least a majority in aggregate principal amount of the Notes at the time outstanding, may waive or modify Section 3.05 of the Indenture relative to the Company’s obligation to make an offer to repurchase the Notes as a result of a Fundamental Change (other than reducing the Fundamental Change Repurchase Price which can only be modified with the consent of the holders of all Notes then outstanding). Upon the written request of the IssuerCompany, accompanied by a copy of the resolutions of the Board of Directors certified by the Issuer’s or the General Partner’s its Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 11.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) 8 hereof) of the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, the Issuer, when authorized by the resolutions of the Board of Directors, the Guarantor and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or modifying in any manner the rights of the Holders of the Notes; provided provided, that no such supplemental indenture shall, without the consent of the Holder of each Note so affectedaffected thereby: (a) change the Stated Maturity of the principal of or any installment of interest on the Notes, reduce the principal amount of, or the rate or amount of interest on, or any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the Holders Holder of the Notes, change the place of payment, or the coin or currency, for payment of principal of or interest on any Note or impair the right to institute suit for the enforcement of any payment on or with respect to the Notes; (b) reduce the percentage in principal amount of the outstanding Notes necessary to modify or amend this Indenture, to waive compliance with certain provisions of this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor in respect of the due and punctual payments of principal and interest; or; (d) modify any of this Section 9.02 or Section 6.07 hereof or any of the requirements thereof for provisions relating to the waiver of certain past Defaults or certain covenants, except to increase the required percentage to effect the action or to provide that certain other provisions may not be modified or waived without the consent of the Holders of the Notes; or (e) change the terms of the subordination of the Notes in a manner adverse in any material respect to the Holders of the Notes. Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the Issuer’s or the General Partner’s Secretary or Assistant Secretary Partner authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) Nine) of the Holders holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, the IssuerCompany, when authorized by the resolutions of the Board of Directors, the Guarantor and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Notes; provided provided, however, that no such supplemental indenture shallshall (i) extend the fixed maturity of any Note, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof or premium, if any, thereon, or reduce any amount payable on redemption thereof, or impair the right of any Noteholder to institute suit for the payment thereof, or make the principal thereof or interest or premium, if any, thereon payable in any coin or currency other than that provided in the Notes, or modify the provisions of this Indenture with respect to the subordination of the Notes in a manner adverse to the Noteholders in any material respect, or change the obligation of the Company to redeem any Note upon the happening of a Fundamental Change in a manner adverse to the holder of Notes, or impair the right to convert the Notes into Common Stock subject to the terms set forth herein, including Section 15.6, in each case, without the consent of the Holder holder of each Note so affected: (a) change the Stated Maturity of the principal of or any installment of interest on the Notes, reduce the principal amount of, or the rate or amount of interest on, or any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the Holders of the Notes, change the place of payment, or the coin or currency, for payment of principal of or interest on any Note or impair the right to institute suit for the enforcement of any payment on or with respect to the Notes; (bii) reduce the aforesaid percentage in principal amount of Notes, the outstanding Notes necessary holders of which are required to modify or amend this Indentureconsent to any such supplemental indenture, to waive compliance with certain provisions of this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor in respect of the due and punctual payments of principal and interest; or (d) modify any of this Section 9.02 or Section 6.07 or any of the requirements thereof for waiver of certain past Defaults or certain covenants, except to increase the required percentage to effect the action or to provide that certain other provisions may not be modified or waived without the consent of the Holders holders of the Notesall Notes then outstanding. Upon the written request of the IssuerCompany, accompanied by a copy of the resolutions of the Board of Directors certified by the Issuer’s or the General Partner’s its Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor Company in the execution of such supplemental indenture unless such supplemental 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 shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 11.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) approval of the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstandingNoteholders, the Issuer, when authorized by the resolutions of the Board of Directors, the Guarantor and the Trustee Trustees may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Notes; provided that the entering into such supplemental indenture is approved by a resolution of the Noteholders meeting in accordance with Article 10, by the vote of Noteholders who (i) hold not less than a majority of the aggregate principal amount of the Notes at the time outstanding, determined in accordance with Section 9.04; and also (ii) hold at least 75% of the principal amount of the Notes present or represented in that Noteholders meeting; and provided further that no such supplemental indenture shallshall modify any term, covenant or provisions hereof which under the provisions of the Trust Indenture Act cannot be modified or amended without the consent of the holders of each or all Notes then outstanding or affected thereby, without the consent of the Holder holder of each Note so affected: (a) change the Stated Maturity of the principal of or any installment of interest on the Notes, reduce the principal amount of, or the rate or amount of interest on, or any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the Holders of the Notes, change the place of payment, or the coin or currency, for payment of principal of or interest on any Note or impair the right to institute suit for the enforcement of any payment on or with respect to the Notes; (b) reduce the percentage in principal amount of the outstanding Notes necessary to modify or amend this Indenture, to waive compliance with certain provisions of this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor in respect of the due and punctual payments of principal and interest; or (d) modify any of this Section 9.02 or Section 6.07 or any of the requirements thereof for waiver of certain past Defaults or certain covenants, except to increase the required percentage to effect the action or to provide that certain other provisions may not be modified or waived without the consent of the Holders of the Notes. Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the Issuer’s or the General Partner’s its Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee Trustees of evidence of the consent of Noteholders as aforesaid, the Trustee Trustees shall join with the Issuer and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s Trustees’ own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee Trustees may in its their discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 10.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) of the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, the IssuerIssuer and the Guarantor, when authorized by the resolutions of the Board of Directors, the Guarantor and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or modifying in any manner the rights of the Holders of the Notes; provided that no such supplemental indenture shall, without the consent of the Holder of each Note so affectedaffected by such supplemental indenture: (a) change the Stated Maturity of the principal of or any installment of interest Interest on the Notes, Notes or reduce the principal amount of, of or the rate or amount of interest on, or any premium payable Interest on redemption of, the Notes, or adversely affect any right of repayment of the Holders of the Notes, ; (b) change the place of payment, or the coin or currency, for payment of principal of or interest Interest on any Note or impair the right to institute suit for the enforcement of any payment on or with respect to the Notes; (bc) reduce the percentage in principal amount of the outstanding Notes necessary to modify or amend this Indenture, to waive compliance with certain provisions of this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (cd) modify or affect in any manner adverse to the Holders of the Notes the terms and conditions of the obligations of the Issuer or the Guarantor in respect of the due and punctual payments of principal and interestInterest; or (de) modify any of this Section 9.02 or the second paragraph of Section 6.07 or any of the requirements thereof for waiver of certain past Defaults or certain covenants6.07, except to increase the required percentage to effect the action or to provide that certain other provisions may not be modified or waived without the consent of the Holders of the Notes. Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the Issuer’s or the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) of the Holders Majority Noteholders, by act of not less than a majority in aggregate principal amount of said Noteholders delivered to the Notes at Company and the time outstandingTrustee, the IssuerCompany, when authorized by the resolutions of the a Board of DirectorsResolution, the Guarantor and the Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders Noteholders under this Indenture (including, without limitation, any modification to the provisions of this Indenture with respect to any Offer to Purchase, provided such modifications are effected prior to the Notesmailing to any Noteholder of an Offer with respect to such Offer to Purchase); provided provided, however, that no such supplemental indenture shall, without the consent of the Holder Holders of each Note so affected: 90% of the aggregate principal amount of then Outstanding Notes affected thereby, (ai) change the Stated Maturity of the principal of of, or any installment of interest on the Noteson, any Note, or reduce the principal amount of, thereof or the rate or amount of interest on, thereon or any premium payable on upon the redemption of, the Notesthereof, or adversely affect any right of repayment of the Holders of the Notes, change the place Place of paymentPayment where, or the coin or currencycurrency in which, for payment of principal of any Note or any premium or interest on any Note thereon is payable, or impair the right of the Noteholders to institute suit for the enforcement of any such payment on or with respect to after the Notes; Stated Maturity thereof (bor, in the case of redemption or repayment, on or after the Early Tax Redemption Date, the Optional Redemption Date or the Payment Date, as the case may be), or (ii) reduce the percentage in principal amount of the outstanding Notes necessary to modify Outstanding Notes, the consent of whose Noteholders is required for any such supplemental indenture, or amend this Indenture, to waive the consent of whose Noteholders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults Defaults hereunder and their consequences consequences) provided for in this Indenture, or (iii) following the mailing to reduce a Noteholder of an Offer with respect to an Offer to Purchase and until the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor in respect of the due and punctual payments of principal and interest; or (d) modify any of this Section 9.02 or Section 6.07 or any of the requirements thereof for waiver of certain past Defaults or certain covenants, except to increase the required percentage to effect the action or to provide that certain other provisions may not be modified or waived without the consent of the Holders of the Notes. Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the Issuer’s or the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor in the execution Expiration Date of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 Offer to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.Purchase,

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) 12) of the Holders holders of not less than a majority in aggregate principal amount of the Combined Notes at the time outstanding, the IssuerCompany, when authorized by the resolutions of the Board of Directors, the Guarantor and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Notes; provided that no such supplemental indenture shall, without the consent of the Holder of each Note so affected: (a) change extend the Stated Maturity of the principal of or any installment of interest on the Notes, reduce the principal amount of, or the rate or amount of interest on, or any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the Holders of the Notes, change the place of payment, or the coin or currency, for payment of principal of or interest on any Note or impair the right to institute suit for the enforcement fixed maturity of any payment on or with respect to the NotesNote; (b) reduce the percentage in principal amount rate or extend the time of the outstanding Notes necessary to modify or amend this Indenture, to waive compliance with certain provisions payment of this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this IndentureInterest thereon; (c) modify reduce the principal amount thereof or affect reduce any amount payable on redemption or repurchase thereof; (d) change the obligation of the Company to repurchase any Note upon the happening of a Termination of Trading in any a manner adverse to the Holders holders of Notes; (e) impair the right of any Noteholder to institute suit for the payment thereof; (f) make the principal thereof or Interest thereon payable in any coin or currency other than that provided in the Notes; (g) impair the right to convert the Notes into Common Stock or reduce the number of shares of Common Stock or any other property receivable by a Noteholder upon conversion subject to the terms and conditions set forth herein, including Section 14.05, in each case, without the consent of the obligations holder of the Issuer or the Guarantor in respect of the due and punctual payments of principal and interest; oreach Note so affected; (dh) modify any of the provisions of this Section 9.02 or Section 6.07 or any of the requirements thereof for waiver of certain past Defaults or certain covenants6.07, except to increase the required any such percentage to effect the action or to provide that certain other provisions may of this Indenture cannot be modified or waived without the consent of the Holders holder of each Note so affected; (i) change any obligation of the Company to maintain an office or agency in the places and for the purposes set forth in Section 4.02; (j) reduce the quorum or voting requirements set forth in Article 13; (k) subordinate the Notes or any Guarantee to any other obligation of the Company or the applicable Guarantor; (l) release the security interest granted in favor of the holders of the Notes in the Collateral other than pursuant to the terms of the Security Documents; (m) release any other security interest that may have been granted in favor of the holders of the Notes other than pursuant to the terms of such security interest; (n) reduce the amount payable as Additional Amounts; (o) reduce any premium payable upon a Change of Control or, at any time after a Change of Control has occurred, change the time at which the Change of Control Offer relating thereto must be made or at which the Notes must be repurchased pursuant to such Change of Control Offer; (p) at any time after the Company is obligated to make an Asset Sale Offer with the Excess Proceeds from Asset Sales, change the time at which such Asset Sale Offer must be made or at which the Notes must be repurchased pursuant thereto; (q) make any change in any Guarantee that would adversely affect the holders; or (r) reduce the aforesaid percentage of Combined Notes, the holders of which are required to consent to any such supplemental indenture, in each case, without the consent of the holders of all Notes then outstanding. Upon the written request of the IssuerCompany, accompanied by a copy of the resolutions of the Board of Directors certified by the Issuer’s or the General Partner’s its Secretary or Assistant Secretary authorizing the execution of any such supplemental indentureindenture (in form satisfactory to the Trustee), and upon the filing with the Trustee of evidence of the consent of the Combined Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Combined Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) Nine) of the Holders holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, the IssuerCompany, when authorized by the resolutions of the Board of Directors, the Guarantor and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Notes; provided provided, however, that no such supplemental indenture shallshall (i) extend the fixed maturity of any Note, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof or premium, if any, thereon, or reduce any amount payable on redemption thereof, or impair the right of any Noteholder to institute suit for the payment thereof, or make the principal thereof or interest or premium, if any, thereon payable in any coin or currency other than that provided in the Notes, or modify the provisions of this Indenture with respect to the subordination of the Notes in a manner adverse to the Noteholders in any material respect, or change the obligation of the Company to redeem any Note upon the happening of a Fundamental Change in a manner adverse to the holder of Notes, or impair the right to convert the Notes into Common Stock subject to the terms set forth herein, including Section 15.06, in each case, without the consent of the Holder holder of each Note so affected: (a) change the Stated Maturity of the principal of or any installment of interest on the Notes, reduce the principal amount of, or the rate or amount of interest on, or any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the Holders of the Notes, change the place of payment, or the coin or currency, for payment of principal of or interest on any Note or impair the right to institute suit for the enforcement of any payment on or with respect to the Notes; (bii) reduce the aforesaid percentage in principal amount of Notes, the outstanding Notes necessary holders of which are required to modify or amend this Indentureconsent to any such supplemental indenture, to waive compliance with certain provisions of this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor in respect of the due and punctual payments of principal and interest; or (d) modify any of this Section 9.02 or Section 6.07 or any of the requirements thereof for waiver of certain past Defaults or certain covenants, except to increase the required percentage to effect the action or to provide that certain other provisions may not be modified or waived without the consent of the Holders holders of the Notesall Notes then outstanding. Upon the written request of the IssuerCompany, accompanied by a copy of the resolutions of the Board of Directors certified by the Issuer’s or the General Partner’s its Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor Company in the execution of such supplemental indenture unless such supplemental 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 shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 11.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) of the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, the Issuer, when authorized by the resolutions of the Board of Directors, the Guarantor and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or modifying in any manner the rights of the Holders of the Notes; provided that no such supplemental indenture shall, without the consent of the Holder of each Note so affected: (a) change the Stated Maturity Date of the principal of or any installment of interest on the Notes, reduce the principal amount of, or the rate or amount of interest on, or any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the Holders Holder of the Notes, change the place of payment, or the coin or currency, for payment of principal of or interest on any Note or impair the right to institute suit for the enforcement of any payment on or with respect to the Notes; (b) reduce the percentage in principal amount of the outstanding Notes necessary to modify or amend this IndentureIndenture as provided in this Section 9.02, to waive compliance with certain provisions of this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders of the Notes the terms and conditions of the obligations of the Issuer or the Guarantor in respect of the due and punctual payments of principal and interest; or; (d) modify any of this Section 9.02 or Section 6.07 or any of the requirements thereof for provisions relating to the waiver of certain past Defaults defaults or certain covenants, except to increase the required percentage to effect the action or to provide that certain other provisions may not be modified or waived without the consent of the Holders of the Notes; (e) change the ranking of the Notes; (f) modify the provisions of Section 3.05 in a manner adverse to the Holders of the Notes, including the Issuer’s obligation to repurchase the Notes following a Designated Event; or (g) adversely affect the rights of Holders of the Notes contained in Section 13.01 of this Indenture. Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the Issuer’s or the General PartnerGuarantor’s Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. With the -------------------------------------------------- consent (evidenced as provided in Article 8) Nine) of the Holders holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, the IssuerCompany, when authorized by the resolutions of the Board of Directors, the Guarantor and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Notes; provided provided, however, that no such supplemental indenture shallshall (i) extend the fixed maturity of any Note, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof or premium, if any, thereon, or reduce any amount payable on redemption thereof, or impair the right of any Noteholder to institute suit for the payment thereof, or make the principal thereof or interest or premium, if any, thereon payable in any coin or currency other than that provided in the Notes, or modify the provisions of this Indenture with respect to the subordination of the Notes in a manner adverse to the Noteholders in any material respect, or change the obligation of the Company to redeem any Note upon the happening of a Fundamental Change in a manner adverse to the holder of Notes, or impair the right to convert the Notes into Common Stock subject to the terms set forth herein, including Section 15.6, in each case, without the consent of the Holder holder of each Note so affected: (a) change the Stated Maturity of the principal of or any installment of interest on the Notes, reduce the principal amount of, or the rate or amount of interest on, or any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the Holders of the Notes, change the place of payment, or the coin or currency, for payment of principal of or interest on any Note or impair the right to institute suit for the enforcement of any payment on or with respect to the Notes; (bii) reduce the aforesaid percentage in principal amount of Notes, the outstanding Notes necessary holders of which are required to modify or amend this Indentureconsent to any such supplemental indenture, to waive compliance with certain provisions of this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor in respect of the due and punctual payments of principal and interest; or (d) modify any of this Section 9.02 or Section 6.07 or any of the requirements thereof for waiver of certain past Defaults or certain covenants, except to increase the required percentage to effect the action or to provide that certain other provisions may not be modified or waived without the consent of the Holders holders of the Notesall Notes then outstanding. Upon the written request of the IssuerCompany, accompanied by a copy of the resolutions of the Board of Directors certified by the Issuer’s or the General Partner’s its Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor Company in the execution of such supplemental indenture unless such supplemental 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 shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 11.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) of the Holders holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, the IssuerCompany, when authorized by the resolutions of the Board of Directors, the Guarantor and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Notes; provided that no such supplemental indenture shall, without shall (i) extend the consent fixed maturity of any Note or reduce the Holder rate or extend the time of each Note so affected: (a) change the Stated Maturity of the principal of or any installment payment of interest on the Notes, or additional amounts if any thereon or reduce the principal amount ofthereof or premium, if any, thereon or the rate or reduce any amount of interest on, or any premium payable on redemption of, repurchase thereof or impair the Notes, or adversely affect any right of repayment of any Noteholder to institute suit for the Holders of payment thereof or make the principal thereof or interest or premium, if any, thereon payable in any coin or currency or payable at any place other than that provided in this Indenture or the Notes, change the place obligation of payment, or the coin or currency, for payment of principal of or interest on Company to repurchase any Note upon the happening of a Fundamental Change in a manner adverse to the holders of Notes or reduce the Conversion Rate, otherwise than in accordance with the terms of this Indenture, or impair the right to institute suit for convert the enforcement Notes into Common Stock or reduce the number of shares of Common Stock, the amount of cash or the amount of any payment on or with respect other property receivable by any holder upon conversion subject to the Notes; (b) terms set forth herein, including Section 14.07 or reduce the percentage in principal amount quorum or the voting requirements under the Indenture, or modify any of the outstanding Notes necessary to modify or amend this Indenture, to waive compliance with certain provisions of this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor in respect of the due and punctual payments of principal and interest; or (d) modify any of this Section 9.02 10.02 or Section 6.07 or any of the requirements thereof for waiver of certain past Defaults or certain covenants6.07, except to increase the required any such percentage to effect the action or to provide that certain other provisions may of this Indenture cannot be modified or waived without the consent of the Holders holder of each Note so affected, or change any obligation of the Company to maintain an office or agency in the places and for the purposes set forth in Section 4.01, in each case, without the consent of the holder of each Note so affected or (ii) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture or to waive any past Event of Default, without the consent of the holders of all Notes affected thereby. Upon Subject to Section 10.05, upon the written request of the IssuerCompany, accompanied by a copy of the resolutions of the Board of Directors certified by the Issuer’s or the General Partner’s its Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 10.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) of the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, the Issuer, when authorized by the resolutions of the Board of Directors, the Guarantor and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or modifying in any manner the rights of the Holders of the Notes; provided that no such supplemental indenture shall, without the consent of the Holder of each Note so affected: (a) change the Stated Maturity of the principal of or any installment of interest on the Notes, reduce the principal amount of, or the rate or amount of interest on, or any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the Holders Holder of the Notes, change the place of payment, or the coin or currency, for payment of principal of or interest on any Note or impair the right to institute suit for the enforcement of any payment on or with respect to the Notes; (b) reduce the percentage in principal amount of the outstanding Notes necessary to modify or amend this Indenture, to waive compliance with certain provisions of this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor in respect of the due and punctual payments of principal and interest; or; (d) modify any of this Section 9.02 or Section 6.07 or any of the requirements thereof for provisions relating to the waiver of certain past Defaults defaults or certain covenants, except to increase the required percentage to effect the action or to provide that certain other provisions may not be modified or waived without the consent of the Holders of the Notes; (e) modify the provisions of Section 3.05 in a manner adverse to the Holders of the Notes, including the Issuer’s obligation to repurchase the Notes following a Designated Event; or (f) adversely affect the Holders’ rights contained in Section 3.06 and Section 13.01 of this Indenture. Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the Issuer’s or the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) 12) of the Holders holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, the IssuerCompany, when authorized by the resolutions of the Board of Directors, the Guarantor and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Notes; provided that no such supplemental indenture shall, without the consent of the Holder of each Note so affected: (a) change extend the Stated Maturity of the principal of or any installment of interest on the Notes, reduce the principal amount of, or the rate or amount of interest on, or any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the Holders of the Notes, change the place of payment, or the coin or currency, for payment of principal of or interest on any Note or impair the right to institute suit for the enforcement fixed maturity of any payment on or with respect to the NotesNote; (b) reduce the percentage in principal amount rate or extend the time of the outstanding Notes necessary to modify or amend this Indenture, to waive compliance with certain provisions payment of this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this IndentureInterest thereon; (c) modify reduce the principal amount thereof or affect reduce any amount payable on redemption or repurchase thereof; (d) change the obligation of the Company to repurchase any Note upon the happening of a Termination of Trading in any a manner adverse to the Holders holders of Notes; (e) impair the right of any Noteholder to institute suit for the payment thereof; (f) make the principal thereof or Interest thereon payable in any coin or currency other than that provided in the Notes; (g) impair the right to convert the Notes into Common Stock or reduce the number of shares of Common Stock or any other property receivable by a Noteholder upon conversion subject to the terms and conditions set forth herein, including Section 14.05, in each case, without the consent of the obligations holder of the Issuer or the Guarantor in respect of the due and punctual payments of principal and interest; oreach Note so affected; (dh) modify any of the provisions of this Section 9.02 or Section 6.07 or any of the requirements thereof for waiver of certain past Defaults or certain covenants6.07, except to increase the required any such percentage to effect the action or to provide that certain other provisions may of this Indenture cannot be modified or waived without the consent of the Holders holder of each Note so affected; (i) change any obligation of the Company to maintain an office or agency in the places and for the purposes set forth in Section 4.02; (j) reduce the quorum or voting requirements set forth in Article 13; (k) subordinate the Notes or any Guarantee to any other obligation of the Company or the applicable Guarantor; (l) release any security interest that may have been granted in favor of the holders of the Notes other than pursuant to the terms of such security interest; (m) at any time after a Change of Control has occurred, change the time at which the Change of Control Offer relating thereto must be made or at which the Notes must be repurchased pursuant to such Change of Control Offer; (n) at any time after the Company is obligated to make an Asset Sale Offer with the Excess Proceeds from Asset Sales, change the time at which such Asset Sale Offer must be made or at which the Notes must be repurchased pursuant thereto; (o) make any change in any Guarantee that would adversely affect the holders; or (p) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all Notes then outstanding. Upon the written request of the IssuerCompany, accompanied by a copy of the resolutions of the Board of Directors certified by the Issuer’s or the General Partner’s its Secretary or Assistant Secretary authorizing the execution of any such supplemental indentureindenture (in form satisfactory to the Trustee), and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) 12) of the Holders holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, the IssuerCompany, when authorized by the resolutions of the Board of Directors, the Guarantor and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Notes; provided that no such supplemental indenture shall, without the consent of the Holder of each Note so affected: (a) change extend the Stated Maturity fixed maturity of the principal of or any installment of interest on the Notes, reduce the principal amount of, or the rate or amount of interest on, or any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the Holders of the Notes, change the place of payment, or the coin or currencyNote (including, for payment the avoidance of principal of or interest on any Note or impair the right to institute suit for the enforcement of any payment on or doubt, extending, with respect to any Installment Redemption Amount, the NotesInstallment Redemption Date on which such Installment Redemption Amount is due); (b) reduce the percentage in principal amount rate or extend the time of the outstanding Notes necessary to modify or amend this Indenture, to waive compliance with certain provisions payment of this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this IndentureInterest; (c) modify reduce the principal amount thereof (including, for the avoidance of doubt, any Installment Redemption Amount) or affect reduce any amount payable on redemption or repurchase thereof; (d) change the obligation of the Company to repurchase any Note upon the happening of a Termination of Trading in any a manner adverse to the Holders holders of Notes; (e) impair the right of any Noteholder to institute suit for the payment thereof; (f) make the principal thereof (including, for the avoidance of doubt, any Installment Redemption Amount) or Interest payable in any coin or currency other than that provided in the Notes; (g) impair the right to convert the Notes into Common Stock or reduce the number of shares of Common Stock or any other property receivable by a Noteholder upon conversion subject to the terms and conditions set forth herein, including Section 14.05, in each case, without the consent of the obligations holder of the Issuer or the Guarantor in respect of the due and punctual payments of principal and interest; oreach Note so affected; (dh) modify any of the provisions of this Section 9.02 or Section 6.07 or any of the requirements thereof for waiver of certain past Defaults or certain covenants6.07, except to increase the required any such percentage to effect the action or to provide that certain other provisions may of this Indenture cannot be modified or waived without the consent of the Holders holder of each Note so affected; (i) change any obligation of the Company to maintain an office or agency in the places and for the purposes set forth in Section 4.02; (j) reduce the quorum or voting requirements set forth in Article 13; (k) subordinate the Notes or any Guarantee to any other obligation of the Company or the applicable Guarantor; (l) release any security interest that may have been granted in favor of the holders of the Notes other than pursuant to the terms of such security interest; (m) at any time after a Change of Control has occurred, change the time at which the Change of Control Offer relating thereto must be made or at which the Notes must be repurchased pursuant to such Change of Control Offer; (n) at any time after the Company is obligated to make an Asset Sale Offer with the Excess Proceeds from Asset Sales, change the time at which such Asset Sale Offer must be made or at which the Notes must be repurchased pursuant thereto; (o) make any change in any Guarantee that would adversely affect the holders; or (p) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture, in each case, without the consent of the holders of all Notes then outstanding. Upon the written request of the IssuerCompany, accompanied by a copy of the resolutions of the Board of Directors certified by the Issuer’s or the General Partner’s its Secretary or Assistant Secretary authorizing the execution of any such supplemental indentureindenture (in form satisfactory to the Trustee), and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor Company in the execution of such supplemental indenture unless such supplemental 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 shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) 12) of the Holders holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, the IssuerCompany, when authorized by the resolutions of the Board of Directors, the Guarantor and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Notes; provided that no such supplemental indenture shall, without the consent of the Holder of each Note so affected: (a) change extend the Stated Maturity fixed maturity of the principal of or any installment of interest on the Notes, reduce the principal amount of, or the rate or amount of interest on, or any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the Holders of the Notes, change the place of payment, or the coin or currencyNote (including, for payment the avoidance of principal of or interest on any Note or impair the right to institute suit for the enforcement of any payment on or doubt, extending, with respect to any Installment Redemption Amount, the NotesInstallment Redemption Date on which such Installment Redemption Amount is due); (b) reduce the percentage in principal amount rate or extend the time of the outstanding Notes necessary to modify or amend this Indenturepayment of Interest, to waive compliance with certain provisions of this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indentureif any; (c) modify reduce the principal amount thereof (including, for the avoidance of doubt, any Installment Redemption Amount) or affect reduce any amount payable on redemption or repurchase thereof; (d) change the obligation of the Company to repurchase any Note upon the happening of a Termination of Trading in any a manner adverse to the Holders the terms and conditions holders of the obligations of the Issuer or the Guarantor in respect of the due and punctual payments of principal and interest; orNotes; (de) impair the right of any Noteholder to institute suit for the payment thereof; (f) make the principal thereof (including, for the avoidance of doubt, any Installment Redemption Amount) or Interest payable in any coin or currency other than that provided in the Notes; (g) modify any of the provisions of this Section 9.02 or Section 6.07 or any of the requirements thereof for waiver of certain past Defaults or certain covenants6.07, except to increase the required any such percentage to effect the action or to provide that certain other provisions may of this Indenture cannot be modified or waived without the consent of the Holders holder of each Note so affected; (h) change any obligation of the Company to maintain an office or agency in the places and for the purposes set forth in Section 4.02; (i) reduce the quorum or voting requirements set forth in Article 13; (j) subordinate the Notes or any Guarantee to any other obligation of the Company or the applicable Guarantor; (k) release any security interest that may have been granted in favor of the holders of the Notes other than pursuant to the terms of such security interest; (l) at any time after a Change of Control has occurred, change the time at which the Change of Control Offer relating thereto must be made or at which the Notes must be repurchased pursuant to such Change of Control Offer; (m) at any time after the Company is obligated to make an Asset Sale Offer with the Excess Proceeds from Asset Sales, change the time at which such Asset Sale Offer must be made or at which the Notes must be repurchased pursuant thereto; (n) make any change in any Guarantee that would adversely affect the holders; or (o) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture, in each case, without the consent of the holders of all Notes then outstanding. Upon the written request of the IssuerCompany, accompanied by a copy of the resolutions of the Board of Directors certified by the Issuer’s or the General Partner’s its Secretary or Assistant Secretary authorizing the execution of any such supplemental indentureindenture (in form satisfactory to the Trustee), and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor Company in the execution of such supplemental indenture unless such supplemental 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 shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) 8 hereof) of the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, the Issuer, when authorized by the resolutions of the Board of Directors, the Guarantor and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or modifying in any manner the rights of the Holders of the Notes; provided provided, that no such supplemental indenture shall, without the consent of the Holder of each Note so affectedaffected thereby: (a) change the Stated Maturity of the principal of or any installment of interest on the Notes, reduce the principal amount of, or the rate or amount of interest on, or any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the Holders Holder of the Notes, change the place of payment, or the coin or currency, for payment of principal of or interest on any Note or impair the right to institute suit for the enforcement of any payment on or with respect to the Notes; (b) reduce the percentage in principal amount of the outstanding Notes necessary to modify or amend this Indenture, to waive compliance with certain provisions of this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor (except as provided in Section 15.04) in respect of the due and punctual payments of principal and interest; or (d) modify any of this Section 9.02 or Section 6.07 hereof or any of the requirements thereof for provisions relating to the waiver of certain past Defaults or certain covenants, except to increase the required percentage to effect the action or to provide that certain other provisions may not be modified or waived without the consent of the Holders of the Notes. Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the Issuer’s or the General Partner’s Secretary or Assistant Secretary Partner authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) 8 hereof) of the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, the Issuer, when authorized by the resolutions of the Board of Directors, the Guarantor Guarantors and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or modifying in any manner the rights of the Holders of the Notes; provided that no such supplemental indenture shall, without the consent of the Holder of each Note so affectedaffected thereby: (a) change the Stated Maturity of the principal of or any installment of interest on the Notes, reduce the principal amount of, or the rate or amount of interest on, or any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the Holders Holder of the Notes, change the place of payment, or the coin or currency, for payment of principal of or interest on any Note or impair the right to institute suit for the enforcement of any payment on or with respect to the Notes; (b) reduce the percentage in principal amount of the outstanding Notes necessary to modify or amend this Indenture, to waive compliance with certain provisions of this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor (except as provided in Section 15.04) in respect of the due and punctual payments of principal and interest; or (d) modify any of this Section 9.02 or Section 6.07 hereof or any of the requirements thereof for provisions relating to the waiver of certain past Defaults or certain covenants, except to increase the required percentage to effect the action or to provide that certain other provisions may not be modified or waived without the consent of the Holders of the Notes. Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the Issuer’s or the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor Guarantors in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) of the Holders holders of not less than a majority in aggregate principal amount Principal Amount of the Notes at the time outstanding, the Company, when authorized by the resolutions of the Company’s Board of Directors, the Issuer, when authorized by the resolutions of the Issuer’s Board of Directors, and each Subsidiary Guarantors, when authorized by the Guarantor resolutions of its board of directors and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Notes; provided that no such supplemental indenture shall, without the consent of the Holder of each Note so affected: (a) change extend the Stated Maturity of the principal of or any installment of interest on the Notes, reduce the principal amount of, or the rate or amount of interest on, or any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the Holders of the Notes, change the place of payment, or the coin or currency, for payment of principal of or interest on any Note or impair the right to institute suit for the enforcement of any payment on or with respect to the NotesNote; (b) reduce the percentage rate or extend the time for payment of Interest thereon; (c) reduce the Principal Amount thereof; (d) reduce any amount payable on redemption or repurchase thereof; (e) modify the redemption provisions of the Indenture in principal a manner adverse to the holders of the Notes or affect the obligation of the Company to redeem any Notes called for redemption on a Redemption Date in a manner adverse to such holder; (f) affect the obligation of the Company to repurchase any Note on a Company Repurchase Date in a manner adverse to the holders of Notes; (g) affect the obligation of the Company to repurchase any Note upon the happening of a Fundamental Change in a manner adverse to the holders of Notes; (h) impair the right of any Noteholder to institute suit for the payment thereof; (i) make the Principal Amount thereof or Interest thereon payable in any coin or currency other than that provided in the Notes; (j) impair the right to exchange the Notes into cash or a combination of cash and Common Stock, as the case may be, subject to the terms set forth herein, including Section 14.06, or reduce the amount of cash and/or number of shares of Common Stock or the outstanding Notes necessary to modify or amend this Indenture, to waive compliance with certain provisions amount of this Indenture or certain defaults and their consequences provided in this Indenture, or to other property receivable upon exchange; (k) reduce the requirements of quorum or change voting requirements set forth in this IndentureArticle 9; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor in respect of the due and punctual payments of principal and interest; or (dl) modify any of the provisions of this Section 9.02 10.02 or Section 6.07 or any of the requirements thereof for waiver of certain past Defaults or certain covenants6.07, except to increase the required any such percentage to effect the action or to provide that certain other provisions may of this Indenture cannot be modified or waived without the consent of the Holders holder of each Note so affected by such change; or (m) reduce the aforesaid percentage of aggregate Principal Amount of Notes, the holders of which are required to consent to any such supplemental indenture, without the consent of each holders affected thereby (in addition to the consent of the Notesholders of a majority in aggregate Principal Amount of the Notes at the time outstanding). Upon the written request of the IssuerCompany, accompanied by (i) a copy of the resolutions of the Company’s Board of Directors certified by its Secretary or Assistant Secretary; (ii) related resolutions of the Issuer’s or the General Partner’s Board of Directors certified by its Secretary or Assistant Secretary Secretary; and (iii) the related resolutions of the board of directors of each Subsidiary Guarantors authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 10.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) Section 104 of the Original Indenture) of the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstandingOutstanding, the IssuerCompany, when authorized by the resolutions of the Board of Directors, the Guarantor Directors and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Supplemental Indenture or any supplemental indenture or modifying in any manner the rights of the Holders of the Notes; provided that no such supplemental indenture shall, without the consent of the Holder of each Note so affected: (a) reduce the percentage in aggregate principal amount of Outstanding Notes required to modify or amend the Notes or Indenture; or (b) change the Stated Maturity manner of the principal calculation or rate of or any installment accrual of interest on the Notes, reduce Notes or change the time of payment thereof; or (c) change the principal amount of, or the rate Redemption Price specified in Article 3 hereof or amount of interest on, or any premium payable on redemption ofRepurchase Price specified in Article 8 hereof with respect to, the Notes, or adversely affect any right of repayment of the Holders of the Notes, change the place of payment, or the coin or currency, for payment of principal of or interest on any Note or impair the right to institute suit for the enforcement of any payment on or with respect to the Notes; (b) reduce the percentage in principal amount of the outstanding Notes necessary to modify or amend this Indenture, to waive compliance with certain provisions of this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor in respect of the due and punctual payments of principal and interest; or (d) modify any of this Section 9.02 or Section 6.07 or any change the Stated Maturity of the requirements thereof for waiver of certain past Defaults or certain covenants, except to increase Notes; or (e) waive a default in the required percentage to effect the action or to provide that certain other provisions may not be modified or waived without the consent payment of the principal of, or interest on, the Notes when due; or (f) waive a default in the payment of the Redemption Price on the Redemption Date pursuant to Article 3 or the payment of the Repurchase Price on the Repurchase Price Payment Date pursuant to Article 8; or (g) make the Notes payable in money or securities other than that stated in the Notes; or (h) make any change in the provisions of the Indenture concerning rights of Holders of the NotesNotes to receive payment; or (i) modify Section 4.07 or this Section 5.02. Upon the written request of the IssuerCompany, accompanied by a copy of the resolutions of the Board of Directors certified by the Issuer’s or the General PartnerCompany’s Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s or an Agent’s own rights, duties or immunities under this Supplemental Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 5.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. (a) With the consent (evidenced as provided in Article 8) of the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstandingMajority Noteholders, the IssuerIssuer may, when authorized by the resolutions of the Board of Directors, the Guarantor and the Trustee mayIndenture Trustee, from time subject to time Sections 11.3 and at any time11.4, shall, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of amending the provisions of this Indenture or any supplemental indenture or modifying in any manner the rights of the Holders of the NotesIndenture; provided provided, however, that no such supplemental indenture shall, without the consent of the Holder Noteholder of each Outstanding Note so affected:directly affected thereby, no such supplemental indenture shall (with respect to any Notes held by the non-consenting Noteholder of such Notes): (ai) change the Stated Maturity maturity of any payment of the principal of of, or any installment of interest on the Noteson, any Note, or reduce the principal amount of, thereof or the rate of interest thereon, or change the method of computing the amount of principal thereof or interest on, payable thereon on any date or change any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the Holders of the Notes, change the place of paymentpayment where, or the coin or currencycurrency in which, for payment of the principal of or interest (including Additional Amounts) on any Note is payable, or impair the right of the Noteholders to institute suit for the enforcement of any such payment on or with respect to after the Notes;maturity or the date of payment, as the case may be, thereof (or, in the case of redemption or repayment, on or after the Early Tax Redemption Date or the Payment Date, as the case may be); or (bii) reduce the percentage in aggregate principal amount of the outstanding Notes necessary to modify Outstanding Notes, the consent of whose holders is required for any such supplemental indenture, or amend this Indenture, to waive the consent of whose holders is required for any waiver of compliance with certain the provisions of this Indenture or certain defaults Defaults hereunder and their consequences consequences, provided for in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor in respect of the due and punctual payments of principal and interest; or (diii) modify any of the provisions of this Section 9.02 or Section 6.07 or any of the requirements thereof for waiver of certain past Defaults or certain covenants7.4, except to increase the required any such percentage to effect the action or to provide that certain any other provisions may of this Indenture cannot be modified or waived without the consent of the Holders each Noteholder; or (iv) modify any of the Notes. Upon provisions of Article V relating to the written request Assignment and the Insurance Trust (and the arrangements reflected in the Insurance Trust Agreement) unless the Insurer shall have confirmed that the same shall not adversely affect the Insurance Policy, the obligation of the Issuer, accompanied by a copy of Insurer to make payments thereunder or the resolutions of obligations or requirements applicable to the Board of Directors certified Noteholders in connection therewith. (b) Upon receipt by the Issuer’s or Indenture Trustee of Board Resolutions and such other documentation as the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, Indenture Trustee may reasonably require and upon the filing with the Indenture Trustee of evidence of the consent Act of Noteholders as aforesaidsaid Noteholders, the Indenture Trustee shall join with the Issuer and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture affects or other instrument, as the Trustee’s own rightscase may be, duties or immunities under this Indenture or otherwise, in which case subject to the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. provisions of Sections 11.3 and 11.4. (c) It shall not be necessary for the consent any Act of the Noteholders under this Section 9.02 11.1 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. (d) The Issuer shall deliver notice to the Rating Agencies of any indenture or supplemental indenture or any amendment to be executed pursuant to this Section 11.1 prior to the execution of such indenture or supplemental indenture or such amendment.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) of the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, the Issuer, when authorized by the resolutions of the Board of Directors, the Guarantor Company and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or modifying in any manner the rights of the Holders of the Notes; provided that no such supplemental indenture shall, without the consent of the Holder of each Note so affected: (a) change the Stated Maturity of the principal of or any installment of interest Interest on the Notes, reduce the principal amount of, of or the rate or amount of interest on, or any premium payable Interest on redemption of, the Notes, or adversely affect any right of repayment of the Holders Holder of the Notes, ; (b) change the place of payment, or the coin or currency, for payment of principal of or interest Interest on any Note or impair the right to institute suit for the enforcement of any exchange of or payment on or with respect to the Notes; (bc) reduce the percentage in principal amount of the outstanding Notes necessary to modify or amend this Indenture, to waive compliance with certain provisions of this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (cd) modify or affect in any manner adverse to the Holders of the Notes the terms and conditions of the obligations of the Issuer or the Guarantor in respect of the due and punctual payments of principal and interest; orInterest; (de) modify the ranking provisions of the Indenture in a manner that is adverse to the rights of Holders; (f) modify any of this Section 9.02 or the second paragraph of Section 6.07 or any of the requirements thereof for waiver of certain past Defaults or certain covenants6.07, except to increase the required percentage to effect the action or to provide that certain other provisions may not be modified or waived without the consent of the Holders of the Notes; (g) modify the provisions of Sections 3.02 and 3.03 in a manner adverse to the Holders of the Notes, including the Issuer’s obligation to repurchase the Notes following a Fundamental Change; or (h) adversely affect the rights of Holders of the Notes contained in Section 13.01 of this Indenture. Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the Issuer’s or the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) 9) of the Holders holders of not less than at least a majority in aggregate principal amount of the Notes at the time outstanding, the IssuerCompany, when authorized by the resolutions of the Board of Directors, the Guarantor and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Notes; provided that no such supplemental indenture shallshall (i) extend the fixed maturity of any Note, (ii) reduce the rate or extend the time of payment of Interest thereon, (iii) reduce the principal amount thereof or reduce any amount payable on redemption or repurchase thereof, (iv) change the obligation of the Company to repurchase any Note at the option of a Noteholder on a Repurchase Date in a manner adverse to the holders of Notes, (v) change the obligation of the Company to repurchase any Note upon the happening of a Fundamental Change in a manner adverse to the holders of Notes, (vi) impair the right of any Noteholder to institute suit for the payment thereof, (vii) make the principal thereof or Interest thereon payable in any coin or currency other than that provided in the Notes, (viii) impair the right to convert the Notes or reduce the amount of cash, the number of shares of Common Stock or any other property receivable by a Noteholder upon conversion subject to the terms set forth herein, including Section 15.08, in each case, without the consent of the Holder holder of each Note so affected: , (a) change the Stated Maturity of the principal of or any installment of interest on the Notes, reduce the principal amount of, or the rate or amount of interest on, or any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the Holders of the Notes, change the place of payment, or the coin or currency, for payment of principal of or interest on any Note or impair the right to institute suit for the enforcement of any payment on or with respect to the Notes; (b) reduce the percentage in principal amount of the outstanding Notes necessary to modify or amend this Indenture, to waive compliance with certain provisions of this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor in respect of the due and punctual payments of principal and interest; or (dix) modify any of the provisions of this Section 9.02 11.02 or Section 6.07 or any of the requirements thereof for waiver of certain past Defaults or certain covenants7.07, except to increase the required any such percentage to effect the action or to provide that certain other provisions may of this Indenture cannot be modified or waived without the consent of the Holders holder of each Note so affected, (x) change any obligation of the Company to maintain an office or agency in the places and for the purposes set forth in Section 5.02, (xi) reduce the quorum or voting requirements set forth in Article 10, (xii) make any change in Article 16 that adversely affects the rights of any Noteholder under Article 16 or (xiii) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all Notes then outstanding. Upon the written request of the IssuerCompany, accompanied by a copy of the resolutions of the Board of Directors certified by the Issuer’s or the General Partner’s its Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 11.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) of the Holders of not less than a majority in aggregate principal amount of the Notes of a series at the time outstanding, the Issuer, when authorized by the resolutions of the Board of Directors, the Guarantor and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or modifying in any manner the rights of the Holders of the NotesNotes of such series; provided that no such supplemental indenture shall, without the consent of the Holder of each Note of such series so affected: (a) change the Stated Maturity of the principal of or any installment of interest on the a series of Notes, reduce the principal amount of, or the rate or amount of interest on, or any premium payable on redemption of, the a series of Notes, or adversely affect any right of repayment of the Holders of the a series of Notes, change the place of payment, or the coin or currency, for payment of principal of or interest on any Note of such series or impair the right to institute suit for the enforcement of any payment on or with respect to the a series of Notes; (b) reduce the percentage in principal amount of the outstanding Notes of any series necessary to modify or amend this Indenture, to waive compliance with certain provisions of this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor in respect of the due and punctual payments of principal and interest; or (d) modify any of this Section 9.02 or Section 6.07 or any of the requirements thereof for waiver of certain past Defaults or certain covenants, except to increase the required percentage to effect the action or to provide that certain other provisions may not be modified or waived without the consent of the Holders of the NotesNotes of a series. Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the Issuer’s or the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) of the Holders holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, the Issuer, when authorized by the resolutions of the Board of DirectorsTrustees, the Guarantor and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or modifying in any manner the rights of the Holders holders of the Notes; provided that no such supplemental indenture shall, without the consent of the Holder holder of each Note so affected: (a) impair or adversely affect the manner of calculation or rate of accrual of interest (including Additional Interest or Special Interest) on the Notes or change the time of payment thereof; (b) make the Note payable in money or securities other than that stated in the note; (c) change the Stated Maturity of the principal of or any installment of interest on the Notes, ; (d) reduce the principal amount of, or the rate redemption price or amount of interest on, Change in Control Purchase Price or any premium payable on redemption ofOptional Repurchase Price specified in Article 3 hereof with respect to, the Notes, ; (e) make any change that impairs or adversely affect any right of repayment affects the conversion rights of the Holders holders of the Notes, ; (f) make any change that impairs or adversely affects the place right to require the Issuer to repurchase the Notes; (g) release any Guarantor from any of payment, its obligations under its Guarantee or the coin or currency, for payment Indenture otherwise than in accordance with the terms of principal of or interest on any Note or this Indenture; (h) impair the right to institute suit for the enforcement of any payment on with respect to the Notes or with respect to conversion of the Notes; (bi) change the obligation of the Issuer to redeem any Notes called for redemption on a Redemption Date in a manner adverse to the holders; (j) change the obligation of the Issuer to maintain an office or agency pursuant to Section 4.02; (k) make the Notes subordinate in right of payment to any other indebtedness; (l) reduce the percentage in aggregate principal amount of the outstanding Notes necessary required to modify or amend this Indenture, Indenture or to waive compliance with certain provisions of this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of by the Issuer or any Guarantor with the Guarantor in respect provisions of the due and punctual payments of principal and interestIndenture; or (dm) modify any of this Section 9.02 or Section 6.07 or any of the requirements thereof for waiver of certain past Defaults or certain covenants, except to increase the required percentage to effect the action or to provide that certain other provisions may not be modified or waived without the consent of the Holders of the Notesthis Section 9.02. Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors Trustees certified by the Issuer’s or the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) of the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, the Issuer, when authorized by the resolutions of the Board of Directors, the Guarantor and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or modifying in any manner the rights of the Holders of the Notes; provided that no such supplemental indenture shall, without the consent of the Holder of each Note so affected: (a) change the Stated Maturity of the principal of or any installment of interest Interest on the Notes, reduce the principal amount of, of or the rate or amount of interest on, or any premium payable Interest on redemption of, the Notes, or adversely affect any right of repayment of the Holders Holder of the Notes, ; (b) change the place of payment, or the coin or currency, for payment of principal of or interest Interest on any Note or impair the right to institute suit for the enforcement of any payment on or with respect to the Notes; (bc) reduce the percentage in principal amount of the outstanding Notes necessary to modify or amend this Indenture, to waive compliance with certain provisions of this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (cd) modify or affect in any manner adverse to the Holders of the Notes the terms and conditions of the obligations of the Issuer or the Guarantor in respect of the due and punctual payments of principal and interest; orInterest; (de) modify any of this Section 9.02 or the second paragraph of Section 6.07 or any of the requirements thereof for waiver of certain past Defaults or certain covenants6.07, except to increase the required percentage to effect the action or to provide that certain other provisions may not be modified or waived without the consent of the Holders of the Notes. Upon ; (f) modify the written request provisions of Sections 3.05 and 3.06 in a manner adverse to the Holders of the IssuerNotes, accompanied by a copy of the resolutions of the Board of Directors certified by including the Issuer’s or obligation to repurchase the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.Notes following a Designated Event; or

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) VIII) of the Holders holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, the IssuerCompany, when authorized by the resolutions of the Board of Directors, the Guarantor and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Notes; provided that no such supplemental indenture shall, without the consent of the Holder of each Note so holder affected: (ai) change the Stated Maturity of the principal of of, or any installment of interest on the Noteson, any Note; (ii) reduce the principal amount of, or the rate premium, if any, or amount of interest on, or any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the Holders of the Notes, Note; (iii) change the place or currency of payment, or the coin or currency, for payment of principal of of, or premium, if any, or interest on on, any Note or Note; (iv) impair the right to institute suit for the enforcement of any payment on or with respect to after the NotesStated Maturity (or, in the case of a redemption, on or after the Redemption Date) of any Note; (bv) reduce the above-stated percentage in principal amount of the outstanding Notes the consent of whose holders is necessary to modify or amend this Indenture; (vi) modify Article XIV in a manner adverse to the holders; (vii) waive a default in the payment of principal of, to waive premium, if any, or interest on the Notes; or (viii) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose holders is necessary for waiver of compliance with certain provisions of this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor in respect of the due and punctual payments of principal and interest; or (d) modify any of this Section 9.02 or Section 6.07 or any of the requirements thereof for waiver of certain past Defaults or certain covenantsDefaults. Subject to Section 10.05, except to increase the required percentage to effect the action or to provide that certain other provisions may not be modified or waived without the consent of the Holders of the Notes. Upon upon the written request of the IssuerCompany, accompanied by a copy of the resolutions of the Board of Directors certified by the Issuer’s or the General Partner’s its Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s 's own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 10.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) Nine) of the Holders holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, the IssuerCompany, when authorized by the resolutions of the Board of Directors, the Guarantor and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Notes; provided provided, however, that no such supplemental indenture shallshall (i) extend the fixed maturity of any Note, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof or premium, if any, thereon, or reduce any amount payable on redemption thereof, or impair the right of any Noteholder to institute suit for the payment thereof, or make the principal thereof or interest or premium, if any, thereon payable in any coin or currency other than that provided in the Notes, or modify the provisions of this Indenture with respect to the subordination of the Notes in a manner adverse to the Noteholders in any material respect, or change the obligation of the Company to redeem any Note upon the happening of a Fundamental Change in a manner adverse to the holder of Notes, or impair the right to convert the Notes into Common Stock subject to the terms set forth herein, including Section 15.6, in each case, without the consent of the Holder holder of each Note so affected: (a) change the Stated Maturity of the principal of or any installment of interest on the Notes, reduce the principal amount of, or the rate or amount of interest on, or any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the Holders of the Notes, change the place of payment, or the coin or currency, for payment of principal of or interest on any Note or impair the right to institute suit for the enforcement of any payment on or with respect to the Notes; (bii) reduce the aforesaid percentage in principal amount of Notes, the outstanding Notes necessary holders of which are required to modify or amend this Indentureconsent to any such supplemental indenture, to waive compliance with certain provisions of this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor in respect of the due and punctual payments of principal and interest; or (d) modify any of this Section 9.02 or Section 6.07 or any of the requirements thereof for waiver of certain past Defaults or certain covenants, except to increase the required percentage to effect the action or to provide that certain other provisions may not be modified or waived without the consent of the Holders holders of the Notesall Notes then outstanding. Upon the written request of the IssuerCompany, accompanied by a copy of the resolutions of the Board of Directors certified by the Issuer’s or the General Partner’s its Secretary or Assistant Secretary and authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor Company in the execution of such supplemental indenture unless such supplemental 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 shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 11.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) 9) of the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, the Issuer, when authorized by the resolutions of the Board of Directors, the Guarantor and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or modifying in any manner the rights of the Holders of the Notes; provided that no such supplemental indenture shall, without the consent of the Holder of each Note so affected: (a) change the Stated Maturity of the principal of or any installment of interest Interest on the Notes, reduce the principal amount of, of or the rate or amount of interest on, or any premium payable Interest on redemption of, the Notes, or adversely affect any right of repayment of the Holders Holder of the Notes, ; (b) change the place of payment, or the coin or currency, for payment of principal of or interest Interest on any Note or impair the right to institute suit for the enforcement of any exchange of or payment on or with respect to the Notes; (bc) reduce the percentage in principal amount of the outstanding Notes necessary to modify or amend this Indenture, to waive compliance with certain provisions of this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (cd) modify or affect in any manner adverse to the Holders of the Notes the terms and conditions of the obligations of the Issuer or the Guarantor in respect of the due and punctual payments of principal and interest; orInterest; (de) modify the ranking provisions of the Indenture in a manner that is adverse to the rights of Holders; (f) modify or amend the terms and conditions of the obligations of the Guarantor as guarantor of the Notes in a manner that is adverse to the rights of Holders; (g) modify any of this Section 9.02 10.02 or the second paragraph of Section 6.07 or any of the requirements thereof for waiver of certain past Defaults or certain covenants7.07, except to increase the required percentage to effect the action or to provide that certain other provisions may not be modified or waived without the consent of the Holders of the Notes; (h) modify the provisions of Sections 3.01 and 3.02 in a manner adverse to the Holders of the Notes, including the Issuer’s obligation to repurchase the Notes following a Fundamental Change; (i) reduce the Redemption Price or make any other change to the provisions of Article IV that is materially adverse to the Holders in any way; or (j) adversely affect the rights of Holders of the Notes contained in Section 14.01 of this Indenture. Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the Issuer’s or the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 10.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) Nine) of the Holders holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, the IssuerCompany, when authorized by the resolutions of the Board of Directors, the Guarantor and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Notes; provided provided, however, that no such supplemental indenture shallshall (i) extend the fixed maturity of any Note, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof or premium, if any, thereon, or reduce any amount payable on redemption thereof, or impair the right of any Noteholder to institute suit for the payment thereof, or make the principal thereof or interest or premium, if any, thereon payable in any coin or currency other than that provided in the Notes, or modify the provisions of this Indenture with respect to the subordination of the Notes in a manner adverse to the Noteholders in any material respect, or change the obligation of the Company to redeem any Note upon the happening of a Fundamental Change in a manner adverse to the holder of Notes, or impair the right to convert the Notes into Common Stock subject to the terms set forth herein, including Section 15.6, in each case, without the consent of the Holder holder of each Note so affected: (a) change the Stated Maturity of the principal of or any installment of interest on the Notes, reduce the principal amount of, or the rate or amount of interest on, or any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the Holders of the Notes, change the place of payment, or the coin or currency, for payment of principal of or interest on any Note or impair the right to institute suit for the enforcement of any payment on or with respect to the Notes; (bii) reduce the aforesaid percentage in principal amount of Notes, the outstanding Notes necessary holders of which are required to modify or amend this Indentureconsent to any such supplemental indenture, to waive compliance with certain provisions of this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor in respect of the due and punctual payments of principal and interest; or (d) modify any of this Section 9.02 or Section 6.07 or any of the requirements thereof for waiver of certain past Defaults or certain covenants, except to increase the required percentage to effect the action or to provide that certain other provisions may not be modified or waived without the consent of the Holders holders of the Notesall Notes then outstanding. Upon the written request of the IssuerCompany, accompanied by a copy of the resolutions of the Board of Directors certified by the Issuer’s or the General Partner’s its Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.Company in

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) 12) of the Holders holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, the IssuerCompany, when authorized by the resolutions of the Board of Directors, the Guarantor and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Notes; provided that no such supplemental indenture shall, without the consent of the Holder of each Note so affected: (a) change extend the Stated Maturity of the principal of or any installment of interest on the Notes, reduce the principal amount of, or the rate or amount of interest on, or any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the Holders of the Notes, change the place of payment, or the coin or currency, for payment of principal of or interest on any Note or impair the right to institute suit for the enforcement fixed maturity of any payment on or with respect to the NotesNote; (b) reduce the percentage in principal amount rate or extend the time of the outstanding Notes necessary to modify or amend this Indenture, to waive compliance with certain provisions payment of this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this IndentureInterest thereon; (c) modify reduce the principal amount thereof or affect reduce any amount payable on redemption or repurchase thereof; (d) change the obligation of the Company to repurchase any Note at the option of a Noteholder on a Repurchase Date in any a manner adverse to the Holders holders of Notes; (e) change the obligation of the Company to repurchase any Note upon the happening of a Designated Event in a manner adverse to the holders of Notes; (f) impair the right of any Noteholder to institute suit for the payment thereof; (g) make the principal thereof or Interest thereon payable in any coin or currency other than that provided in the Notes; (h) impair the right to convert the Notes into Common Stock or reduce the number of shares of Common Stock or any other property receivable by a Noteholder upon conversion subject to the terms and conditions set forth herein, including Section 14.05, in each case, without the consent of the obligations holder of the Issuer or the Guarantor in respect of the due and punctual payments of principal and interest; oreach Note so affected; (di) modify any of the provisions of this Section 9.02 or Section 6.07 or any of the requirements thereof for waiver of certain past Defaults or certain covenants6.07, except to increase the required any such percentage to effect the action or to provide that certain other provisions may of this Indenture cannot be modified or waived without the consent of the Holders holder of each Note so affected; (j) change any obligation of the Company to maintain an office or agency in the places and for the purposes set forth in Section 4.02; (k) reduce the quorum or voting requirements set forth in Article 13; (l) subordinate the Notes or any Guarantee to any other obligation of the Company or the applicable Guarantor; (m) release the security interest granted in favor of the holders of the Notes in the Collateral other than pursuant to the terms of the Security Documents; (n) release any other security interest that may have been granted in favor of the holders of the Notes other than pursuant to the terms of such security interest; (o) reduce the amount payable as Additional Amounts; (p) reduce the premium payable upon a Change of Control or, at any time after a Change of Control has occurred, change the time at which the Change of Control Offer relating thereto must be made or at which the Notes must be repurchased pursuant to such Change of Control Offer; (q) at any time after the Company is obligated to make an Asset Sale Offer with the Excess Proceeds from Asset Sales, change the time at which such Asset Sale Offer must be made or at which the Notes must be repurchased pursuant thereto; (r) make any change in any Guarantee that would adversely affect the holders; or (s) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all Notes then outstanding. Upon the written request of the IssuerCompany, accompanied by a copy of the resolutions of the Board of Directors certified by the Issuer’s or the General Partner’s its Secretary or Assistant Secretary authorizing the execution of any such supplemental indentureindenture (in form satisfactory to the Trustee), and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) Nine) of the Holders holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, the IssuerCompany, when authorized by the resolutions of the Board of Directors, the Guarantor and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Notes; provided provided, however, that no such supplemental indenture shallshall (i) extend the fixed maturity of any Note, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof or premium, if any, thereon, or reduce any amount payable on redemption thereof, or impair the right of any Noteholder to institute suit for the payment thereof, or 72 84 make the principal thereof or interest or premium, if any, thereon payable in any coin or currency other than that provided in the Notes, or modify the provisions of this Indenture with respect to the subordination of the Notes in a manner adverse to the Noteholders in any material respect, or change the obligation of the Company to redeem any Note upon the happening of a Fundamental Change in a manner adverse to the holder of Notes, or impair the right to convert the Notes into Common Stock subject to the terms set forth herein, including Section 15.6, in each case, without the consent of the Holder holder of each Note so affected: (a) change the Stated Maturity of the principal of or any installment of interest on the Notes, reduce the principal amount of, or the rate or amount of interest on, or any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the Holders of the Notes, change the place of payment, or the coin or currency, for payment of principal of or interest on any Note or impair the right to institute suit for the enforcement of any payment on or with respect to the Notes; (bii) reduce the aforesaid percentage in principal amount of Notes, the outstanding Notes necessary holders of which are required to modify or amend this Indentureconsent to any such supplemental indenture, to waive compliance with certain provisions of this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor in respect of the due and punctual payments of principal and interest; or (d) modify any of this Section 9.02 or Section 6.07 or any of the requirements thereof for waiver of certain past Defaults or certain covenants, except to increase the required percentage to effect the action or to provide that certain other provisions may not be modified or waived without the consent of the Holders holders of the Notesall Notes then outstanding. Upon the written request of the IssuerCompany, accompanied by a copy of the resolutions of the Board of Directors certified by the Issuer’s or the General Partner’s its Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor Company in the execution of such supplemental indenture unless such supplemental 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 shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 11.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) of the Holders holders of not less than at least a majority in aggregate principal amount of the Notes at the time outstanding, the IssuerCompany, when authorized by the resolutions of the Board of Directors, the Guarantor and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Notes; provided that no such supplemental indenture shallshall (i) extend the fixed maturity of any Note, or reduce the rate or extend the time for payment of interest or Liquidated Damages thereon, or reduce the principal amount thereof or premium, if any, thereon, or reduce any amount payable on redemption or repurchase thereof, or impair the right of any Noteholder to institute suit for the payment thereof, or make the principal thereof or interest or premium, if any, thereon payable in any coin or currency other than that provided in or contemplated by the Notes or this Indenture, or change the obligation of the Company to redeem any Note on a redemption date in a manner adverse to the holders of Notes, or change the obligation of the Company to redeem any Note upon the happening of a Fundamental Change in a manner adverse to the holders of Notes, or impair the right to convert the Notes into Common Stock subject to the terms set forth herein, including Section 14.09, or reduce the quorum or the voting requirements under the Indenture, in each case, without the consent of the Holder holder of each Note so affected: (a) change the Stated Maturity , or modify any of the principal of or any installment of interest on the Notes, reduce the principal amount of, or the rate or amount of interest on, or any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the Holders of the Notes, change the place of payment, or the coin or currency, for payment of principal of or interest on any Note or impair the right to institute suit for the enforcement of any payment on or with respect to the Notes; (b) reduce the percentage in principal amount of the outstanding Notes necessary to modify or amend this Indenture, to waive compliance with certain provisions of this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor in respect of the due and punctual payments of principal and interest; or (d) modify any of this Section 9.02 10.02 or Section 6.07 or any of the requirements thereof for waiver of certain past Defaults or certain covenants6.07, except to increase the required any such percentage to effect the action or to provide that certain other provisions may of this Indenture cannot be modified or waived without the consent of the Holders holder of each Note so affected, or change any obligation of the Company to maintain an office or agency in the places and for the purposes set forth in Section 4.01, or (ii) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all Notes then outstanding. Upon the written request of the IssuerCompany, accompanied by a copy of the resolutions of the Board of Directors certified by the Issuer’s or the General Partner’s its Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor Company in the execution of such supplemental indenture unless such supplemental 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 shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 10.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) 9) of the Holders holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, the IssuerCompany, when authorized by the resolutions of the Board of Directors, the Guarantor and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Notes; provided provided, however, that no such supplemental indenture shallshall (i) extend the fixed maturity of any Note, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof or premium, if any, thereon, or reduce any amount payable on redemption or repurchase thereof, or impair the right of any Noteholder to institute suit for the payment thereof, or make the principal thereof or interest or premium, if any, thereon payable in any coin or currency other than that provided in the Notes, or modify the provisions of this Indenture with respect to the subordination of the Notes in a manner adverse to the Noteholders in any material respect, or change the obligation of the Company to redeem any Note upon the happening of a Fundamental Change in a manner adverse to the holder of Notes, or impair the right to convert the Notes into Common Stock subject to the terms set forth herein, including Section 15.06 hereof, in each case, without the consent of the Holder holder of each Note so affected: (a) change the Stated Maturity of the principal of or any installment of interest on the Notes, reduce the principal amount of, or the rate or amount of interest on, or any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the Holders of the Notes, change the place of payment, or the coin or currency, for payment of principal of or interest on any Note or impair the right to institute suit for the enforcement of any payment on or with respect to the Notes; (bii) reduce the aforesaid percentage in principal amount of Notes, the outstanding Notes necessary holders of which are required to modify or amend this Indentureconsent to any such supplemental indenture, to waive compliance with certain provisions of this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor in respect of the due and punctual payments of principal and interest; or (d) modify any of this Section 9.02 or Section 6.07 or any of the requirements thereof for waiver of certain past Defaults or certain covenants, except to increase the required percentage to effect the action or to provide that certain other provisions may not be modified or waived without the consent of the Holders holders of the Notesall Notes then outstanding. Upon the written request of the IssuerCompany, accompanied by a copy of the resolutions of the Board of Directors certified by the Issuer’s or the General Partner’s its Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 11.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) 9) of the Holders holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, the IssuerCompany, when authorized by the resolutions of the Board of Directors, the Guarantor and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Notes; provided provided, however, that no such supplemental indenture shallshall (i) extend the fixed maturity of any Note, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof or premium, if any, thereon, or reduce any amount payable on redemption thereof, or impair the right of any Noteholder to institute suit for the payment thereof, or make the principal thereof or interest or premium, if any, thereon payable in any coin or currency other than that provided in the Notes, or modify the provisions of this Indenture with respect to the subordination of the Notes in a manner adverse to the Noteholders in any material respect, or change the obligation of the Company to redeem any Note upon the happening of a Fundamental Change in a manner adverse to the holder of Notes, or impair the right to convert the Notes pursuant to the terms set forth herein, including Section 15.06, in each case, without the consent of the Holder holder of each Note so affected: (a) change the Stated Maturity of the principal of or any installment of interest on the Notes, reduce the principal amount of, or the rate or amount of interest on, or any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the Holders of the Notes, change the place of payment, or the coin or currency, for payment of principal of or interest on any Note or impair the right to institute suit for the enforcement of any payment on or with respect to the Notes; (bii) reduce the aforesaid percentage in principal amount of Notes, the outstanding Notes necessary holders of which are required to modify or amend this Indentureconsent to any such supplemental indenture, to waive compliance with certain provisions of this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor in respect of the due and punctual payments of principal and interest; or (d) modify any of this Section 9.02 or Section 6.07 or any of the requirements thereof for waiver of certain past Defaults or certain covenants, except to increase the required percentage to effect the action or to provide that certain other provisions may not be modified or waived without the consent of the Holders holders of the Notesall Notes then outstanding. Upon the written request of the IssuerCompany, accompanied by a copy of the resolutions of the Board of Directors certified by the Issuer’s or the General Partner’s its Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor Company in the execution of such supplemental indenture unless such supplemental 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 shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 11.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) 10) of the Holders holders of not less than at least a majority in aggregate principal amount of the Notes at the time outstanding, the IssuerCompany, when authorized by the resolutions of the Board of Directors, the Guarantor and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Notes; provided that no such supplemental indenture shall, without the consent of the Holder holder of each Note so affected: , (ai) change extend the Stated Maturity fixed maturity of such Note, (ii) reduce the principal rate or extend the time of or any installment payment of interest on the Notesor Liquidated Damages, if any, thereon, (iii) reduce the principal amount ofthereof or premium, if any, thereon, or the rate or reduce any amount of interest on, or any premium payable on redemption ofthereof, the Notes, or adversely affect any right of repayment of the Holders of the Notes, change the place of payment, or the coin or currency, for payment of principal of or interest on any Note or (iv) impair the right of any Noteholder to institute suit for the enforcement of payment thereof, (v) make the principal thereof or interest, Liquidated Damages or premium, if any, thereon payable in any payment on coin or with respect to currency other than that provided in such Note, (vi) change the Notes; (b) reduce the percentage in principal amount obligation of the outstanding Notes necessary Company to modify or amend this Indenture, to waive compliance with certain provisions redeem such Note upon the happening of this Indenture or certain defaults and their consequences provided a Designated Event in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any a manner adverse to such Noteholder, (vii) impair the Holders right to convert such Note or reduce the number of shares of Common Stock or the amount of any other property receivable upon conversion, subject to the terms and conditions of the obligations of the Issuer or the Guarantor set forth herein, including Section 16.06, in respect of the due and punctual payments of principal and interest; or each case, (dviii) modify any of the provisions of this Section 9.02 12.02 or Section 6.07 or any of the requirements thereof for waiver of certain past Defaults or certain covenants8.07, except to increase the required any such percentage to effect the action or to provide that certain other provisions may of this Indenture cannot be modified or waived without the consent of the Holders holder of each Note so affected, (ix) change any obligation of the Company to maintain an office or agency in the places and for the purposes set forth in Section 6.02, (x) reduce the quorum or voting requirements set forth in Article 11 or (xi) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture. Upon the written request of the IssuerCompany, accompanied by a copy of the resolutions of the Board of Directors certified by the Issuer’s or the General Partner’s its Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor Company in the execution of such supplemental indenture unless such supplemental 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 shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 12.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) 9) of the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, the Issuer, when authorized by the resolutions of the Board of DirectorsParent, the Guarantor Subsidiary Guarantors, and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this the Indenture or any supplemental indenture or modifying in any manner the rights of the Holders of the Notes; provided that no such supplemental indenture shall, without the consent of the Holder of each Note so affectedaffected by such supplemental indenture: (a) change the Stated Maturity of the principal of or any installment of interest Interest on the Notes, Notes or reduce the principal amount of, of or the rate or amount of Interest on the Notes (other than any interest on, or any premium payable on redemption of, rate adjustments in accordance with the Notes, or adversely affect any right of repayment of the Holders of the Notes, Registration Rights Agreement and Section 3.02 hereof); (b) change the place of payment, or the coin or currency, for payment of principal of of, premium, if any, or interest Interest on any Note or impair the right to institute suit for the enforcement of any payment on or with respect to the Notes; (bc) reduce the percentage in principal amount of the outstanding Notes necessary to modify or amend this the Indenture, to waive compliance with certain provisions of this the Indenture or certain defaults and their consequences provided in this the Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this the Indenture; (cd) modify or affect in any manner adverse to the Holders of the Notes the terms and conditions of the obligations of the Issuer in respect of the payments of principal, premium, if any, and Interest; (e) modify or affect in any manner adverse to the Holders of the Notes the terms and conditions of the Guarantees of any Guarantor in respect of the due and punctual payments of principal and interestNotes; or (df) modify any of this Section 9.02 10.02 or the second paragraph of Section 6.07 or any of the requirements thereof for waiver of certain past Defaults or certain covenants7.07, except to increase the required percentage to effect the action or to provide that certain other provisions may not be modified or waived without the consent of the Holders of the Notes. Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the Issuer’s or the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 10.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) of the Holders holders of not less than at least a majority in aggregate principal amount of the Notes at the time outstanding, the IssuerCompany, when authorized by the resolutions of the Board of Directors, the Guarantor and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Notes; provided that no such supplemental indenture shall, without shall (i) reduce the consent principal amount of the Holder of each Note so affected: (a) or change the Stated Maturity of the principal of or any installment of interest on the NotesNote, (ii) reduce the principal amount of, or the rate or extend the time of payment of Interest on any Note, (iii) reduce any amount of interest on, or any premium payable on redemption of, repurchase of any Note (including upon the Notes, occurrence of a Fundamental Change) or adversely affect any right of repayment of the Holders of the Notes, change the place of payment, time at which or the coin circumstances under which the Notes may or currencyshall be repurchased (subject to the immediately succeeding sentence), for payment of principal of or interest on any Note or (iv) impair the right of any Noteholder to institute suit for the enforcement payment on any Note, (v) make the principal or Interest of any payment on Note payable in any coin or with respect currency other than that provided in the Notes, (vi) impair the right to convert the Notes subject to the Notes; terms set forth herein, (bvii) reduce the percentage in principal amount of the outstanding Notes necessary to modify cash, number of shares of Common Stock or amend this Indentureother property receivable upon conversion, to waive compliance with certain provisions of this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor in respect of the due and punctual payments of principal and interest; or (dviii) modify any of the provisions of this Section 9.02 10.02 or Section 6.07 or any of the requirements thereof for waiver of certain past Defaults or certain covenants6.05, except to increase the required any such percentage to effect the action or to provide that certain other provisions may of this Indenture cannot be modified or waived without the consent of the Holders holder of each Note so affected, (ix) change any obligation of the Company to maintain an office or agency in the places and for the purposes set forth in Section 4.02, (x) reduce the quorum or voting requirements set forth in Article 9, (xi) make any change in Article 15 or Article 17 that adversely affects the rights of any Noteholder under Article 15 or Article 17, (xii) modify the Subsidiary Guarantees in any manner adverse to the Noteholders or (xiii) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all Notes then outstanding. Upon the written request of the IssuerCompany, accompanied by a copy of the resolutions of the Board of Directors certified by the Issuer’s or the General Partner’s its Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 10.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) 9) of the Holders holders of not less than a majority in aggregate principal amount Principal Amount of the Notes at the time outstanding, the IssuerCompany, when authorized by the resolutions of the Board of Directors, the Guarantor Subsidiary Guarantor, when authorized by the resolutions of its board of directors, and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Notes; provided that no such supplemental indenture shall, without the consent of the Holder of each Note so affected: (ai) change extend the Stated Maturity of the principal of or any installment of interest on the Notes, Note; (ii) reduce the principal amount of, or the rate or extend the time for payment of Interest thereon; (iii) reduce the Principal Amount thereof; (iv) reduce any amount of interest on, or any premium payable on redemption of, or repurchase thereof; (v) affect the Notes, or adversely affect any right of repayment obligation of the Holders Company to redeem any Note called for redemption on a Redemption Date in a manner adverse to the holders of Notes; (vi) affect the obligation of the Notes, change the place of payment, or the coin or currency, for payment of principal of or interest on Company to repurchase any Note or on a Company Repurchase Date in a manner adverse to the holders of Notes; (vii) affect the obligation of the Company to repurchase any Note upon the happening of a Fundamental Change in a manner adverse to the holders of Notes; (viii) impair the right of any Noteholder to institute suit for the enforcement of payment thereof; (ix) make the Principal Amount thereof or Interest thereon payable in any payment on coin or with respect to currency other than that provided in the Notes; (bx) impair the right to convert the Notes into cash or a combination of cash and Common Stock, as the case may be, subject to the terms set forth herein, including Section 15.06, or reduce the amount of cash and/or number of shares of Common Stock or the amount of other property receivable upon conversion; (xi) reduce the percentage in principal amount of the outstanding Notes necessary to modify or amend this Indenture, to waive compliance with certain provisions of this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this IndentureArticle 10; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor in respect of the due and punctual payments of principal and interest; or (dxii) modify any of the provisions of this Section 9.02 11.02 or Section 6.07 or any of the requirements thereof for waiver of certain past Defaults or certain covenants7.07, except to increase the required any such percentage to effect the action or to provide that certain other provisions may of this Indenture cannot be modified or waived without the consent of the Holders holder of each Note so affected by such change; or (xiii) reduce the aforesaid percentage of aggregate Principal Amount of Notes, the holders of which are required to consent to any such supplemental indenture, without the consent of each holders affected thereby (in addition to the consent of the Notesholders of a majority in aggregate Principal Amount of the Notes at the time outstanding). Upon the written request of the IssuerCompany, accompanied by a copy of the resolutions of the Board of Directors certified by the Issuer’s or the General Partner’s its Secretary or Assistant Secretary and related resolutions of the board of directors of the Subsidiary Guarantor authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 11.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) 10) of the Holders holders of not less than at least a majority in aggregate principal amount of the Notes at the time outstanding, the IssuerCompany, when authorized by the resolutions of the Board of Directors, the Guarantor and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Notes; provided that no such supplemental indenture shall, without the consent of the Holder holder of each Note so affected: , (ai) change extend the Stated Maturity fixed maturity of any Note, (ii) reduce the principal rate or extend the time of or any installment payment of interest on the Notesor Liquidated Damages, if any, thereon, (iii) reduce the principal amount ofthereof or premium, if any, thereon, or the rate or reduce any amount of interest on, or any premium payable on redemption ofthereof, the Notes, or adversely affect any right of repayment of the Holders of the Notes, change the place of payment, or the coin or currency, for payment of principal of or interest on any Note or (iv) impair the right of any Noteholder to institute suit for the enforcement of payment thereof, (v) make the principal thereof or interest, Liquidated Damages or premium, if any, thereon payable in any payment on coin or with respect to currency other than that provided in the Notes; , (bvi) reduce change the percentage in principal amount obligation of the outstanding Notes necessary Company to modify or amend this Indenture, to waive compliance with certain provisions of this Indenture or certain defaults and their consequences provided redeem any Note on a redemption date in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any a manner adverse to the Holders holders of Notes, or change the obligation of the Company to redeem any Note upon the happening of a Designated Event in a manner adverse to the Noteholders, (vii) impair the right to convert the Notes or reduce the number of shares of Common Stock or the amount of any other property receivable upon conversion, subject to the terms and conditions of the obligations of the Issuer or the Guarantor in respect of the due and punctual payments of principal and interest; or set forth herein, including Section 16.06, (dviii) modify any of the provisions of this Section 9.02 12.02 or Section 6.07 or any of the requirements thereof for waiver of certain past Defaults or certain covenants8.07, except to increase the required any such percentage to effect the action or to provide that certain other provisions may of this Indenture cannot be modified or waived without the consent of the Holders holder of each Note so affected, (ix) change any obligation of the Company to maintain an office or agency in the places and for the purposes set forth in Section 6.02, (x) reduce the quorum or voting requirements set forth in Article 11 or (xi) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture. Upon the written request of the IssuerCompany, accompanied by a copy of the resolutions of the Board of Directors certified by the Issuer’s or the General Partner’s its Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 12.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) Section 104 of the Original Indenture) of the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstandingOutstanding, the IssuerCompany, when authorized by the resolutions of the Board of Directors, the Guarantor Directors and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Supplemental Indenture or any supplemental indenture or modifying in any manner the rights of the Holders of the Notes; provided that no such supplemental indenture shall, without the consent of the Holder of each Note so affected: (a) impair or adversely affect the manner of calculation or rate of accrual of interest on the Notes or change the time of payment thereof; or (b) make the Notes payable in money or securities other than that stated in the Notes; or (c) change the Stated Maturity of the principal of or any installment of interest on the Notes, ; or (d) reduce the principal amount of, or the rate Redemption Price or amount of interest on, or any premium payable on redemption ofFundamental Change Purchase Price specified in Article 3 hereof with respect to, the Notes, ; or (e) make any change that impairs or adversely affect any right of repayment affects the conversion rights of the Holders of the Notes, ; or (f) make any change that impairs or adversely affects the place of payment, or right to require the coin or currency, for payment of principal of or interest on any Note or Company to repurchase the Notes; or (g) impair the right to institute suit for the enforcement of any payment on with respect to the Notes or with respect to conversion of the Notes;; or (bh) change the obligation of the Company to redeem any Notes called for redemption on a Redemption Date in a manner adverse to the Holders; or (i) change the obligation of the Company to maintain an office or agency pursuant to Section 1002 of the Original Indenture; or (j) make the Notes subordinate in right of payment to any other indebtedness; or (k) reduce the percentage in aggregate principal amount of the outstanding Outstanding Notes necessary required to modify or amend this Supplemental Indenture, to waive compliance with certain provisions of this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor in respect of the due and punctual payments of principal and interest; or (dl) modify any of Section 4.08 or this Section 9.02 or Section 6.07 or any of the requirements thereof for waiver of certain past Defaults or certain covenants, except to increase the required percentage to effect the action or to provide that certain other provisions may not be modified or waived without the consent of the Holders of the Notes5.02. Upon the written request of the IssuerCompany, accompanied by a copy of the resolutions of the Board of Directors certified by the Issuer’s or the General PartnerCompany’s Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Supplemental Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 5.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) of the Holders holders of not less than at least a majority in aggregate principal amount of the Notes at the time outstandingoutstanding determined as provided in Section 8.04, the IssuerCompany, when authorized by the resolutions of the Board of Directors, the Guarantor and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Notes; provided that no such supplemental indenture shall, without shall (i) reduce the consent principal amount of the Holder of each Note so affected: (a) or change the Stated Maturity of the principal of or any installment of interest on the NotesNote, (ii) reduce the principal amount of, or the rate or extend the time of payment of Interest on any Note, (iii) reduce any amount of interest on, or any premium payable on redemption of, or repurchase of any Note (including upon the Notes, occurrence of a Change of Control) or adversely affect any right of repayment of the Holders of the Notes, change the place of payment, time at which or the coin circumstances under which the Notes may or currencyshall be redeemed or repurchased (subject to the immediately succeeding sentence), for payment of principal of or interest on any Note or (iv) impair the right of any Noteholder to institute suit for the enforcement payment on any Note, (v) make the principal or Interest of any payment on Note payable in any coin or with respect currency other than that provided in the Notes, (vi) impair the right to convert the Notes into Common Stock or cash or a combination thereof subject to the Notes; terms set forth herein, (bvii) reduce the percentage in principal amount number of the outstanding Notes necessary to modify shares of Common Stock or amend this Indentureother property receivable upon conversion, to waive compliance with certain provisions of this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor in respect of the due and punctual payments of principal and interest; or (dviii) modify any of the provisions of this Section 9.02 10.02 or Section 6.07 or any of the requirements thereof for waiver of certain past Defaults or certain covenants6.05, except to increase the required any such percentage to effect the action or to provide that certain other provisions may of this Indenture cannot be modified or waived without the consent of the Holders holder of each Note so affected, (ix) change any obligation of the Company to maintain an office or agency in the places and for the purposes set forth in Section 4.02, (x) reduce the quorum or voting requirements set forth in Article 9, (xi) make any change in Article 15 that adversely affects the rights of any Noteholder under Article 15 or (xii) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all Notes then outstanding determined as provided in Section 8.04. Notwithstanding the immediately preceding sentence, the Company and the Trustee, with the consent of the holders of at least a majority in aggregate principal amount of the Notes at the time outstanding determined as provided in Section 8.04, may waive or modify Section 3.05 of this Indenture relative to the Company’s obligation to make an offer to repurchase the Notes as a result of a Change of Control (other than reducing the Change of Control Repurchase Price which can only be modified with the consent of the holders of all Notes then outstanding). Upon the written request of the IssuerCompany, accompanied by a copy of the resolutions of the Board of Directors certified by the Issuer’s or the General Partner’s its Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 10.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) 9) of the Holders holders of not less than - a majority in aggregate principal amount of the Notes at the time outstanding, the IssuerCompany, when authorized by the resolutions of the Board of Directors, the Guarantor and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Notes; provided that no such supplemental indenture shallshall (i) extend the fixed maturity of any Note, or reduce the rate or extend the time for payment of interest thereon, or reduce the principal amount thereof or premium, if any, thereon, or reduce any amount payable on redemption or repurchase thereof, or impair the right of any Noteholder to institute suit for the payment thereof, or make the principal thereof or interest or premium, if any, thereon payable in any coin or currency other than that provided in the Notes, or modify the provisions of this Indenture with respect to the subordination of the Notes in a manner adverse to the Noteholders in any material respect, or change the obligation of the Company to redeem any Note upon the happening of a Fundamental Change in a manner adverse to the holder of Notes, or impair the right to convert the Notes into Common Stock subject to the terms set forth herein, including Section 15.06, in each case, without the consent of the Holder holder of each ----- Note so affected: (a) change the Stated Maturity of the principal of or any installment of interest on the Notes, reduce the principal amount of, or the rate or amount of interest on, or any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the Holders of the Notes, change the place of payment, or the coin or currency, for payment of principal of or interest on any Note or impair the right to institute suit for the enforcement of any payment on or with respect to the Notes; (bii) reduce the aforesaid percentage in principal amount of Notes, the outstanding Notes necessary holders of which are required to modify consent to any such supplemental indenture or amend reduce the quorum or voting requirements of this Indenture, to waive compliance with certain provisions of this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor in respect of the due and punctual payments of principal and interest; or (d) modify any of this Section 9.02 or Section 6.07 or any of the requirements thereof for waiver of certain past Defaults or certain covenants, except to increase the required percentage to effect the action or to provide that certain other provisions may not be modified or waived without the consent of the Holders holders of the Notesall Notes then outstanding. Upon the written request of the IssuerCompany, accompanied by a copy of the resolutions of the Board of Directors certified by the Issuer’s or the General Partner’s its Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor Company in the execution of such supplemental indenture unless such supplemental 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 shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 11.02 to approve the particular form of any proposed supplemental ----- indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) Nine) of the Holders holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, the IssuerCompany, when authorized by the resolutions of the Board of Directors, the Guarantor and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Notes; provided provided, however, that no such supplemental indenture shall: (i) extend the fixed maturity of any Note; (ii) reduce the interest rate or extend the time of payment of interest or Liquidated Damages on any Note; (iii) reduce the principal amount of any Note or premium, if any, thereon, or reduce any amount payable on redemption or repurchase thereof in accordance with Article 3 hereof or reduce the amount of Liquidated Damages payable thereon; (iv) impair the right of any Noteholder to institute suit for any payment on a Note or with respect to the conversion of a Note; (v) make the principal of any Note or interest or premium, if any, or Liquidated Damages on any Note payable in any coin or currency other than that provided in the Notes; (vi) modify the provisions of this Indenture with respect to the redemption of the Notes in a manner adverse to the Noteholders in any material respect; (vii) change the obligation of the Company to repurchase any Note upon the happening of a Change of Control in a manner adverse to the holder of Notes; (viii) impair the right to convert the Notes into Common Stock subject to the terms set forth herein in each case, without the consent of the Holder holder of each Note so affected:; (aix) change alter the Stated Maturity manner of the principal calculation or rate of or any installment accrual of interest on the Notes, reduce the principal amount of, or the rate or amount of interest on, or any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the Holders of the Notes, change the place of payment, or the coin or currency, for payment of principal of or interest Liquidated Damages on any Note or impair extend the right to institute suit time for the enforcement payment of any payment on or with respect to the Notes; (b) reduce the percentage in principal amount of the outstanding Notes necessary to modify or amend this Indenture, to waive compliance with certain provisions of this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor in respect of the due and punctual payments of principal and interestsuch amount; or (dx) modify reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture or the percentage of Notes, the holders of which are required for any other waiver under this Section 9.02 or Section 6.07 or any of the requirements thereof for waiver of certain past Defaults or certain covenants, except to increase the required percentage to effect the action or to provide that certain other provisions may not be modified or waived without the consent of the Holders of the NotesIndenture. Upon the written request of the IssuerCompany, accompanied by a copy of the resolutions of the Board of Directors certified by the Issuer’s or the General Partner’s its Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor Company in the execution of such supplemental indenture unless such supplemental 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 shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 11.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) 12) of the Holders holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, the IssuerCompany, when authorized by the resolutions of the Board of Directors, the Guarantor and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Notes; provided that no such supplemental indenture shall, without the consent of the Holder of each Note so affected: (a) change extend the Stated Maturity of the principal of or any installment of interest on the Notes, reduce the principal amount of, or the rate or amount of interest on, or any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the Holders of the Notes, change the place of payment, or the coin or currency, for payment of principal of or interest on any Note or impair the right to institute suit for the enforcement fixed maturity of any payment on or with respect to the NotesNote; (b) reduce the percentage in principal amount rate or extend the time of the outstanding Notes necessary to modify or amend this Indenture, to waive compliance with certain provisions payment of this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this IndentureInterest thereon; (c) modify reduce the principal amount thereof or affect reduce any amount payable on redemption or repurchase thereof; (d) change the obligation of the Company to repurchase any Note upon the happening of a Termination of Trading in any a manner adverse to the Holders holders of Notes; (e) impair the right of any Noteholder to institute suit for the payment thereof; (f) make the principal thereof or Interest thereon payable in any coin or currency other than that provided in the Notes; (g) impair the right to convert the Notes into Common Stock or reduce the number of shares of Common Stock or any other property receivable by a Noteholder upon conversion subject to the terms and conditions set forth herein, including Section 14.05, in each case, without the consent of the obligations holder of the Issuer or the Guarantor in respect of the due and punctual payments of principal and interest; oreach Note so affected; (dh) modify any of the provisions of this Section 9.02 or Section 6.07 or any of the requirements thereof for waiver of certain past Defaults or certain covenants6.07, except to increase the required any such percentage to effect the action or to provide that certain other provisions may of this Indenture cannot be modified or waived without the consent of the Holders holder of each Note so affected; (i) change any obligation of the Company to maintain an office or agency in the places and for the purposes set forth in Section 4.02; (j) reduce the quorum or voting requirements set forth in Article 13; (k) subordinate the Notes or any Guarantee to any other obligation of the Company or the applicable Guarantor; (l) release the security interest granted in favor of the holders of the Notes in the Collateral other than pursuant to the terms of the Security Documents; (m) release any other security interest that may have been granted in favor of the holders of the Notes other than pursuant to the terms of such security interest; (n) reduce any premium payable upon a Change of Control or, at any time after a Change of Control has occurred, change the time at which the Change of Control Offer relating thereto must be made or at which the Notes must be repurchased pursuant to such Change of Control Offer; (o) at any time after the Company is obligated to make an Asset Sale Offer with the Excess Proceeds from Asset Sales, change the time at which such Asset Sale Offer must be made or at which the Notes must be repurchased pursuant thereto; (p) make any change in any Guarantee that would adversely affect the holders; or (q) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture, in each case, without the consent of the holders of all Notes then outstanding. Upon the written request of the IssuerCompany, accompanied by a copy of the resolutions of the Board of Directors certified by the Issuer’s or the General Partner’s its Secretary or Assistant Secretary authorizing the execution of any such supplemental indentureindenture (in form satisfactory to the Trustee), and upon the filing with the Trustee of evidence of the consent of the Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) of the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, the Issuer, when authorized by the resolutions of the Board of DirectorsTrustees, the Guarantor and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or modifying in any manner the rights of the Holders of the Notes; provided that no such supplemental indenture shall, without the consent of the Holder of each Note so affectedNote: (a) change the Stated Maturity of the principal of or any installment of interest on the Notes, reduce the principal amount of, or the rate or amount of interest on, or any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the Holders Holder of the Notes, change the place of payment, or the coin or currency, for payment of principal of or interest on any Note or impair the right to institute suit for the enforcement of any payment on or with respect to the Notes; (b) reduce the percentage in principal amount of the outstanding Notes necessary to modify or amend this Indenture, to waive compliance with certain provisions of this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor in respect of the due and punctual payments of principal and interest; or; (d) modify any of this Section 9.02 or Section 6.07 or any of the requirements thereof for provisions relating to the waiver of certain past Defaults defaults or certain covenants, except to increase the required percentage to effect the action or to provide that certain other provisions may not be modified or waived without the consent of the Holders of the Notes; (e) modify the provisions of Section 3.05 in a manner adverse to the Holders of the Notes, including the Issuer’s obligation to repurchase the Notes following a Designated Event; or (f) adversely affect the Holders’ rights contained in Section 13.01 of this Indenture. Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors Trustees certified by the Issuer’s or the General PartnerGuarantor’s Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes at the time outstandingaffected by such supplemental indenture, including without limitation consents obtained in connection with a purchase of, or tender or exchange offer for, Notes, the Issuer, when authorized by the resolutions of the a Board of DirectorsResolutions, the Guarantor and the Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders of the Notesunder this Indenture; provided provided, however, that no such supplemental indenture shall, without the consent of the Holder of each outstanding Note so affectedaffected thereby: (a1) reduce the percentage in aggregate principal amount of Notes outstanding necessary to waive any past Default or Event of Default; (2) reduce the rate of interest on any Note or change the time for payment of interest on any Note; (3) reduce the principal of any Note or change the Maturity Date of any Note; (4) change the Stated Maturity place or currency of payment on any Note; (5) make any change that impairs or adversely affects the principal exchange rights of or any installment of interest on the Notes, ; (6) reduce the principal amount of, Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the rate or amount of interest on, or any premium payable on redemption of, the Notes, or adversely affect any right of repayment rights of the Holders of the Notes the Issuer’s obligation to pay the Fundamental Change Repurchase Price, whether through an amendment or waiver of provisions in the covenants, definitions related thereto or otherwise; (7) impair the right of any Holder of Notes to receive payment of principal of, and interest, if any, on, its Notes, change the place of payment, or the coin right to receive the consideration due upon exchange of its Notes on or currency, for payment of principal of after the due dates therefore or interest on any Note or impair the right to institute suit for the enforcement of any such payment on or delivery, as the case may be, with respect to the such Holder’s Notes; (b) reduce 8) modify the percentage in principal amount of the outstanding Notes necessary to modify or amend this Indenture, to waive compliance with certain ranking provisions of this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any a manner that is adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor in respect of the due and punctual payments of principal and interest; or (d) modify any of this Section 9.02 or Section 6.07 or any of the requirements thereof for waiver of certain past Defaults or certain covenants, except to increase the required percentage to effect the action or to provide that certain other provisions may not be modified or waived without the consent rights of the Holders of the Notes; or (9) make any change to the provisions of this Article 9 that requires each Holder’s consent or in the waiver provisions if such change is adverse to the rights of Holders of the Notes. It shall not be necessary for any act or consent of Holders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such act or consent shall approve the substance thereof. The Issuer may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided that, unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect. Upon the written request of the Issuer, accompanied by an Officers’ Certificate and Opinion of Counsel stating that such amendment is authorized or permitted by the Indenture and is legally valid, binding and enforceable against the Issuer and the Guarantors and a copy of the resolutions of the Board of Directors certified by the Issuer’s or the General Partner’s Secretary or Assistant Secretary Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders the Holders as aforesaid, the Trustee shall join with the Issuer and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) of the Holders holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, the IssuerCompany, when authorized by the resolutions of the Board of Directors, the Guarantor and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Notes; provided that no such supplemental indenture shall, without shall (i) extend the consent fixed maturity of any Note or reduce the Holder rate or extend the time of each Note so affected: (a) change the Stated Maturity of the principal of or any installment payment of interest on the Notes, or additional amounts if any thereon or reduce the principal amount ofthereof or premium, if any, thereon or the rate or reduce any amount of interest on, or any premium payable on redemption ofor repurchase thereof or impair the right of any Noteholder to institute suit for the payment thereof or make the principal thereof or interest or premium, if any, thereon payable in any coin or currency or payable at any place other than that provided in this Indenture or the Notes, or adversely affect any right of repayment change the obligation of the Holders Company to redeem any Note on a redemption date in a manner adverse to the holders of Notes or change the obligation of the Notes, Company to redeem any Note upon the happening of a Fundamental Change in a manner adverse to the holders of Notes or change the place obligation of payment, the Company to redeem or the coin or currency, for payment of principal of or interest on repurchase any Note on a Repurchase Date in a manner adverse to the holders of Notes or reduce the Conversion Rate, otherwise than in accordance with the terms of this Indenture, or impair the right to institute suit for convert the enforcement Notes into Common Stock or reduce the number of shares of Common Stock, the amount of cash or the amount of any payment on or with respect other property receivable by any holder upon conversion subject to the Notes; (b) terms set forth herein, including Section 14.07 or reduce the percentage in principal amount quorum or the voting requirements under the Indenture, or modify any of the outstanding Notes necessary to modify or amend this Indenture, to waive compliance with certain provisions of this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor in respect of the due and punctual payments of principal and interest; or (d) modify any of this Section 9.02 10.02 or Section 6.07 or any of the requirements thereof for waiver of certain past Defaults or certain covenants6.07, except to increase the required any such percentage to effect the action or to provide that certain other provisions may of this Indenture cannot be modified or waived without the consent of the Holders holder of each Note so affected, or change any obligation of the Company to maintain an office or agency in the places and for the purposes set forth in Section 4.01, in each case, without the consent of the holder of each Note so affected or (ii) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture or to waive any past Event of Default, without the consent of the holders of all Notes affected thereby. Upon Subject to Section 10.05, upon the written request of the IssuerCompany, accompanied by a copy of the resolutions of the Board of Directors certified by the Issuer’s or the General Partner’s its Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 10.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) 9) of the Holders holders of not less than at least a majority in aggregate principal amount of the Notes at the time outstanding, the IssuerCompany, when authorized by the resolutions of the Board of Directors, the Guarantor and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Notes; provided that no such supplemental indenture shall, without shall (i) reduce the consent principal amount of the Holder of each Note so affected: (a) or change the Stated Maturity of the principal of or any installment of interest on the NotesNote, (ii) reduce the principal amount of, or the rate or extend the time of payment of Interest on any Note, (iii) reduce any amount of interest on, or any premium payable on redemption of, or repurchase of any Note (including upon the Notes, occurrence of a Fundamental Change) or adversely affect any right of repayment of the Holders of the Notes, change the place of payment, time at which or the coin circumstances under which the Notes may or currencyshall be redeemed or repurchased (subject to the immediately succeeding sentence), for payment of principal of or interest on any Note or (iv) impair the right of any Noteholder to institute suit for the enforcement payment on any Note, (v) make the principal or Interest of any payment on Note payable in any coin or with respect currency other than that provided in the Notes, (vi) impair the right to convert the Notes into cash and shares of Common Stock, if any, subject to the Notes; terms set forth herein, (bvii) reduce the percentage in principal amount number of the outstanding Notes necessary to modify or amend this Indentureshares of Common Stock, to waive compliance with certain provisions of this Indenture or certain defaults and their consequences provided in this Indentureif any, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; other property receivable upon conversion, (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor in respect of the due and punctual payments of principal and interest; or (dviii) modify any of the provisions of this Section 9.02 11.02 or Section 6.07 or any of the requirements thereof for waiver of certain past Defaults or certain covenants7.05, except to increase the required any such percentage to effect the action or to provide that certain other provisions may of this Indenture cannot be modified or waived without the consent of the Holders holder of each Note so affected, (ix) change any obligation of the Company to maintain an office or agency in the places and for the purposes set forth in Section 5.02, (x) reduce the quorum or voting requirements set forth in Article 10, (xi) modify the Subsidiary Guarantees in any manner adverse to the Noteholders, except to remove a Subsidiary Guarantor’s guarantee as provided in Article 16 or (xii) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all Notes then outstanding. Notwithstanding the immediately preceding sentence, the Company and the Trustee, with the consent of the holders of at least a majority in aggregate principal amount of the Notes at the time outstanding, may waive or modify Section 3.05 of the Indenture relative to the Company’s obligation to make an offer to repurchase the Notes as a result of a Fundamental Change (other than reducing the Fundamental Change Repurchase Price which can only be modified with the consent of the holders of all Notes then outstanding). Upon the written request of the IssuerCompany, accompanied by a copy of the resolutions of the Board of Directors certified by the Issuer’s or the General Partner’s its Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 11.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) of the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, the Issuer, when authorized by the resolutions of the Board of Directors, the Guarantor and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or modifying in any manner the rights of the Holders of the Notes; provided that no such supplemental indenture shall, without the consent of the Holder of each Note so affected: (a) change the Stated Maturity of the principal of or any installment of interest Interest on the Notes, reduce the principal amount of, or the rate or amount of interest on, or any premium payable Interest on redemption of, the Notes, or adversely affect any right of repayment of the Holders Holder of the Notes, change the place of payment, or the coin or currency, for payment of principal of or interest Interest on any Note or impair the right to institute suit for the enforcement of any payment on or with respect to the Notes; (b) reduce the percentage in principal amount of the outstanding Notes necessary to modify or amend this Indenture, to waive compliance with certain provisions of this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders of the Notes the terms and conditions of the obligations of the Issuer or the Guarantor in respect of the due and punctual payments of principal and interest; orInterest; (d) modify any of this Section 9.02 or Section 6.07 or any of the requirements thereof for provisions relating to the waiver of certain past Defaults defaults or certain covenants, except to increase the required percentage to effect the action or to provide that certain other provisions may not be modified or waived without the consent of the Holders of the Notes; (e) modify the provisions of Section 3.05 in a manner adverse to the Holders of the Notes, including the Issuer’s obligation to repurchase the Notes following a Designated Event; or (f) adversely affect the rights of Holders of the Notes contained in Section 13.01 of this Indenture. Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the Issuer’s or the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) 9) of the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, the Issuer, when authorized by the resolutions of the Board of DirectorsInvesco Mortgage Capital, the Guarantor Issuer and the Trustee may, from time to time and at any time, enter into an indenture amend or indentures supplemental hereto supplement this Indenture or the Notes for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or modifying in any manner the rights of the Holders of the Notes; provided that no such supplemental indenture shall, without the consent of the Holder of each Note so affected: (a) reduce the percentage in aggregate principal amount of Notes Outstanding necessary to waive any past Default or Event of Default; (b) reduce the rate of interest on any Note or change the Stated Maturity time for payment of interest on any Note; (c) reduce the principal of any Note or change the Maturity Date; (d) change the place or currency of payment on any installment Note; (e) make any change that impairs or adversely affects the exchange rights of interest on the any Notes, ; (f) reduce the principal amount of, Fundamental Change Purchase Price of any Note or amend or modify in any manner adverse to the rate or amount of interest on, or any premium payable on redemption of, the Notes, or adversely affect any right of repayment rights of the Holders of the Notes the Issuer’s obligation to pay the Fundamental Change Purchase Price, whether through an amendment or waiver of provisions in the covenants, definitions related thereto or otherwise; (g) impair the right of any Holder of Notes to receive payment of principal of, and interest, if any, on, its Notes, change the place of payment, or the coin right to receive shares of Common Stock due upon exchange of its Notes on or currency, for payment of principal of after the due dates therefor or interest on any Note or impair the right to institute suit for the enforcement of any such payment on or delivery, as the case may be, with respect to the such Holder’s Notes; (bh) reduce modify the percentage in principal amount of the outstanding Notes necessary to modify or amend this Indenture, to waive compliance with certain ranking provisions of this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any a manner that is adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor in respect of the due and punctual payments of principal and interest; or (d) modify any of this Section 9.02 or Section 6.07 or any of the requirements thereof for waiver of certain past Defaults or certain covenants, except to increase the required percentage to effect the action or to provide that certain other provisions may not be modified or waived without the consent rights of the Holders of the Notes; or (i) make any change in the provisions of this Section 10.02 that requires each Holder’s consent or in the waiver provisions in Section 7.07 of this Indenture if such change is adverse to the rights of Holders of the Notes. Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the Issuer’s or the General Partner’s Secretary or Assistant Secretary an Issuer Request authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor Invesco Mortgage Capital in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 10.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) of the Holders holders of not less than at least a majority in aggregate principal amount of the Notes at the time outstanding, the IssuerCompany, when authorized by the resolutions of the Board of DirectorsTrustees, the Guarantor and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders Trustee, the holders of the NotesNotes or of the Company; provided that no such supplemental indenture shall, without shall (i) reduce the consent percentage in Principal Amount of the Holder Notes whose holders must consent to an amendment, (ii) reduce the rate of each or extend the time for payment of Interest on the Notes or reduce the amount of any Interest payment to be made with respect to the Notes and to alter the manner of calculation or rate of Additional Amounts payable on any Note so affected: or extend the time for payment of any such amount, (aiii) reduce the Principal of or change the Stated Maturity of the principal of or any installment of interest on the Notes, reduce the principal amount of, or the rate or amount of interest on, or any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the Holders Principal of the Notes, (iv) reduce the Redemption Price, Purchase Price (including upon the occurrence of a Fundamental Change) or change the time at which or circumstances under which the Notes may or shall be redeemed or purchased, (v) change the currency in which any Note is payable, (vi) make any change in the provisions of this Indenture relating to waivers of defaults or amendments that require unanimous consent, (vii) change any obligation of the Company to maintain an office or agency in the places and for the purposes set forth in Section 4.02, (viii) change any place of payment, or the coin or currency, for payment of principal of or interest on where any Note or interest thereon is payable, (ix) make any change that adversely affects the conversion rights of the holders of the Notes, (x) impair the right to institute suit for the enforcement of any payment on or with respect to the Notes; (b) reduce the percentage in principal amount , or with respect to conversion of the outstanding Notes necessary to modify or amend this Indenture, to waive compliance with certain provisions of this Indenture or certain defaults and their consequences provided in this IndentureNotes, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor in respect of the due and punctual payments of principal and interest; or (dxi) modify any of this Section 9.02 or Section 6.07 or any of the requirements thereof for waiver of certain past Defaults or certain covenantsforegoing provisions, except to increase the required percentage in Principal Amount of Notes whose holders must consent to effect the action an amendment or to provide that certain other applicable provisions may of this Indenture cannot be modified or waived without the consent of the Holders holder of each outstanding Note affected by the Notesmodification or waiver. Upon the written request of the IssuerCompany, accompanied by a copy of the resolutions of the Board of Directors Trustees certified by the Issuer’s or the General Partner’s its Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor Company in the execution of such supplemental indenture unless such supplemental indenture adversely 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 shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 10.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. (a) With the consent (evidenced as provided in Article 8) of the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstandingMajority Noteholders, the IssuerIssuer may, when authorized by the resolutions of the Board of Directors, the Guarantor and the Trustee mayTrustee, from time subject to time Sections 11.3 and at any time11.4, shall, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of amending the provisions of this Indenture or any supplemental indenture or modifying in any manner the rights of the Holders of the NotesIndenture; provided provided, however, that no such supplemental indenture shall, without the consent of the Holder Noteholder of each Outstanding Note so affected:directly affected thereby, no such supplemental indenture shall (with respect to any Notes held by the non-consenting Noteholder of such Notes): (ai) change the Stated Maturity maturity of any payment of the principal of of, or any installment of interest on the Noteson, any Note, or reduce the principal amount of, thereof or the rate of interest thereon, or change the method of computing the amount of principal thereof or interest on, payable thereon on any date or change any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the Holders of the Notes, change the place of paymentpayment where, or the coin or currencycurrency in which, for payment of the principal of or interest (including Additional Amounts) on any Note is payable, or impair the right of the Noteholders to institute suit for the enforcement of any such payment on or with respect to after the Notes;maturity or the date of payment, as the case may be, thereof (or, in the case of redemption or repayment, on or after the Early Tax Redemption Date or the Payment Date, as the case may be); or (bii) reduce the percentage in aggregate principal amount of the outstanding Notes necessary to modify Outstanding Notes, the consent of whose holders is required for any such supplemental indenture, or amend this Indenture, to waive the consent of whose holders is required for any waiver of compliance with certain the provisions of this Indenture or certain defaults Defaults hereunder and their consequences consequences, provided for in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor in respect of the due and punctual payments of principal and interest; or (diii) modify any of the provisions of this Section 9.02 or Section 6.07 or any of the requirements thereof for waiver of certain past Defaults or certain covenants7.4, except to increase the required any such percentage to effect the action or to provide that certain any other provisions may of this Indenture cannot be modified or waived without the consent of the Holders of the Notes. each Noteholder. (b) Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified receipt by the Issuer’s or Trustee of Board Resolutions and such other documentation as the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, Trustee may reasonably require and upon the filing with the Trustee of evidence of the consent Act of Noteholders as aforesaidsaid Noteholders, the Trustee shall join with the Issuer and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture affects or other instrument, as the Trustee’s own rightscase may be, duties or immunities under this Indenture or otherwise, in which case subject to the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. provisions of Sections 11.3 and 11.4. (c) It shall not be necessary for the consent any Act of the Noteholders under this Section 9.02 11.1 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. (d) The Issuer shall deliver notice to the Rating Agency of any indenture or supplemental indenture or any amendment to be executed pursuant to this Section 11.1 prior to the execution of such indenture or supplemental indenture or such amendment.

Supplemental Indenture With Consent of Noteholders. (a) With the consent (evidenced as provided in Article 8) of the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstandingMajority Noteholders, the IssuerIssuer may, when authorized by the resolutions of the Board of Directors, the Guarantor and the Trustee mayTrustee, from time subject to time Sections 11.3 and at any time11.4, shall, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of amending the provisions of this Indenture or any supplemental indenture or modifying in any manner the rights of the Holders of the NotesIndenture; provided provided, however, that no such supplemental indenture shall, without the consent of the Holder Noteholder of each Outstanding Note so affecteddirectly affected thereby, no such supplemental indenture shall (with respect to any Notes held by non-consenting Noteholder of such Notes) cause any of the following: (ai) change the Stated Maturity maturity of any payment of the principal of of, or any installment of interest on the Noteson, any Note, or reduce the principal amount of, thereof or the rate of interest thereon, or change the method of computing the amount of principal thereof or interest on, payable thereon on any date or change any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the Holders of the Notes, change the place of paymentpayment where, or the coin or currencycurrency in which, for payment of the principal of or interest (including Additional Amounts) on any Note is payable, or impair the right of the Noteholders to institute suit for the enforcement of any such payment on or with respect to after the Notes;maturity or the date of payment, as the case may be, thereof (or, in the case of redemption or repayment, on or after the Optional Redemption Date or the Payment Date, as the case may be); or (bii) reduce the percentage in aggregate principal amount of the outstanding Notes necessary to modify Outstanding Notes, the consent of whose holders is required for any such supplemental indenture, or amend this Indenture, to waive the consent of whose holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences consequences, provided for in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor in respect of the due and punctual payments of principal and interest; or (diii) modify any of the provisions of this Section 9.02 or Section 6.07 or any of the requirements thereof for waiver of certain past Defaults or certain covenants7.4, except to increase the required any such percentage to effect the action or to provide that certain other provisions may of this Indenture cannot be modified or waived without the consent of the Holders of the Notes. each Noteholder. (b) Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified receipt by the Issuer’s or Trustee of Board Resolutions and such other documentation as the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, Trustee may reasonably require and upon the filing with the Trustee of evidence of the consent Act of Noteholders as aforesaidsaid Noteholders, the Trustee shall join with the Issuer and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture affects or other instrument, as the Trustee’s own rightscase may be, duties or immunities under this Indenture or otherwise, in which case subject to the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. provisions of Sections 11.3 and 11.4. (c) It shall not be necessary for the consent any Act of the Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. (d) The Trustee may execute and deliver any amendment to the Standby Purchase Agreement or grant any waiver thereof with the consent of the majority Noteholders.

Supplemental Indenture With Consent of Noteholders. (a) With the consent (evidenced as provided in Article 8) of the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstandingMajority Noteholders, the IssuerIssuer may, when authorized by the resolutions of the Board of Directors, the Guarantor and the Trustee mayTrustee, from time subject to time Sections 11.03 and at any time11.04, shall, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of amending the provisions of this Indenture or any supplemental indenture or modifying in any manner the rights of the Holders of the NotesIndenture; provided provided, however, that no such supplemental indenture shall, without the consent of the Holder Noteholder of each Outstanding Note so affected:directly affected thereby, no such supplemental indenture shall (with respect to any Notes held by the non-consenting Noteholder of such Notes): (ai) change the Stated Maturity maturity of any payment of the principal of of, or any installment of interest on the Noteson, any Note, or reduce the principal amount of, thereof or the rate of interest thereon, or change the method of computing the amount of principal thereof or interest on, payable thereon on any date or change any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the Holders of the Notes, change the place of paymentpayment where, or the coin or currencycurrency in which, for payment of the principal of or interest (including Additional Amounts) on any Note is payable, or impair the right of the Noteholders to institute suit for the enforcement of any such payment on or with respect to after the Notes;maturity or the date of payment, as the case may be, thereof (or, in the case of redemption or repayment, on or after the Early Tax Redemption Date or the Payment Date, as the case may be); or (bii) reduce the percentage in aggregate principal amount of the outstanding Notes necessary to modify Outstanding Notes, the consent of whose holders is required for any such supplemental indenture, or amend this Indenture, to waive the consent of whose holders is required for any waiver of compliance with certain the provisions of this Indenture or certain defaults Defaults hereunder and their consequences consequences, provided for in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor in respect of the due and punctual payments of principal and interest; or (diii) modify any of the provisions of this Section 9.02 or Section 6.07 or any of the requirements thereof for waiver of certain past Defaults or certain covenants6.04, except to increase the required any such percentage to effect the action or to provide that certain any other provisions may of this Indenture cannot be modified or waived without the consent of the Holders of the Notes. each Noteholder; or (b) Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified receipt by the Issuer’s or Trustee of an Officers’ Certificate and such other documentation as the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, Trustee may reasonably require and upon the filing with the Trustee of evidence of the consent Act of Noteholders as aforesaidsaid Noteholders, the Trustee shall join with the Issuer and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture affects or other instrument, as the Trustee’s own rightscase may be, duties or immunities under this Indenture or otherwise, in which case subject to the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. provisions of Sections 10.03 and 10.04. (c) It shall not be necessary for the consent any Act of the Noteholders under this Section 9.02 10.01 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. (d) The Issuer shall deliver notice to the Rating Agency, if any, of any indenture or supplemental indenture or any amendment to be executed pursuant to this Section 10.01 prior to the execution of such indenture or supplemental indenture or such amendment.

Supplemental Indenture With Consent of Noteholders. (a) With the consent (evidenced as provided in Article 8) of the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstandingMajority Noteholders, the IssuerIssuer may, when authorized by the resolutions of the Board of Directors, the Guarantor and the Trustee mayTrustee, from time subject to time Sections 11.3 and at any time11.4, shall, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of amending the provisions of this Indenture or any supplemental indenture or modifying in any manner the rights of the Holders of the NotesIndenture; provided PROVIDED, HOWEVER, that no such supplemental indenture shall, without the consent of the Holder Noteholder of each Outstanding Note so affecteddirectly affected thereby, no such supplemental indenture shall (with respect to any Notes held by non-consenting Noteholder of such Notes) cause any of the following: (ai) change the Stated Maturity maturity of any payment of the principal of of, or any installment of interest on the Noteson, any Note, or reduce the principal amount of, thereof or the rate of interest thereon, or change the method of computing the amount of principal thereof or interest on, payable thereon on any date or change any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the Holders of the Notes, change the place of paymentpayment where, or the coin or currencycurrency in which, for payment of the principal of or interest (including Additional Amounts) on any Note is payable, or impair the right of the Noteholders to institute suit for the enforcement of any such payment on or with respect to after the Notes;maturity or the date of payment, as the case may be, thereof (or, in the case of redemption or repayment, on or after the Early Tax Redemption Date or the Payment Date, as the case may be); or (bii) reduce the percentage in aggregate principal amount of the outstanding Notes necessary to modify Outstanding Notes, the consent of whose holders is required for any such supplemental indenture, or amend this Indenture, to waive the consent of whose holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences consequences, provided for in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor in respect of the due and punctual payments of principal and interest; or (diii) modify any of the provisions of this Section 9.02 or Section 6.07 or any of the requirements thereof for waiver of certain past Defaults or certain covenants7.4, except to increase the required any such percentage to effect the action or to provide that certain other provisions may of this Indenture cannot be modified or waived without the consent of the Holders of the Notes. each Noteholder. (b) Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified receipt by the Issuer’s or Trustee of Board Resolutions and such other documentation as the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, Trustee may reasonably require and upon the filing with the Trustee of evidence of the consent Act of Noteholders as aforesaidsaid Noteholders, the Trustee shall join with the Issuer and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture affects or other instrument, as the Trustee’s own rightscase may be, duties or immunities under this Indenture or otherwise, in which case subject to the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. provisions of Sections 11.3 and 11.4. (c) It shall not be necessary for the consent any Act of the Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. (d) The Trustee may execute and deliver any amendment to the Guaranty or grant any waiver thereof with the consent of the majority Noteholders.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) 9) of the Holders holders of not less than at least a majority in aggregate principal amount of the Notes at the time outstanding, the IssuerCompany, when authorized by the resolutions of the Board of Directors, the Guarantor and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Notes; provided that no such supplemental indenture shall, without the consent of the Holder holder of each Note so affected: , (ai) change extend the Stated Maturity fixed maturity of any Note, (ii) reduce the principal rate or extend the time of or any installment payment of interest on the Notesthereon, (iii) reduce the principal amount ofthereof or premium, if any, thereon, or the rate or reduce any amount of interest on, or any premium payable on redemption ofthereof, the Notes, or adversely affect any right of repayment of the Holders of the Notes, change the place of payment, or the coin or currency, for payment of principal of or interest on any Note or (iv) impair the right of any Noteholder to institute suit for the enforcement of payment thereof, (v) make the principal thereof or interest or premium, if any, thereon payable in any payment on coin or with respect to currency other than that provided in the Notes; , (bvi) reduce change the percentage in principal amount obligation of the outstanding Notes necessary Company to modify or amend this Indenture, to waive compliance with certain provisions repurchase any Note upon the occurrence of this Indenture or certain defaults and their consequences provided a Change in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth Control in this Indenture; (c) modify or affect in any a manner adverse to the Holders Noteholders, (vii) impair the right to convert the Notes or reduce the number of shares of Common Stock or the amount of any other property receivable upon conversion, subject to the terms and conditions of the obligations of the Issuer or the Guarantor set forth herein, including Section 15.06, in respect of the due and punctual payments of principal and interest; or each case, (dviii) modify any of the provisions of this Section 9.02 11.02 or Section 6.07 or any of the requirements thereof for waiver of certain past Defaults or certain covenants7.07, except to increase the required any such percentage to effect the action or to provide that certain other provisions may of this Indenture cannot be modified or waived without the consent of the Holders holder of each Note so affected, (ix) change any obligation of the Company to maintain an office or agency in the places and for the purposes set forth in Section 5.02, (x) reduce the quorum or voting requirements set forth in Article 10 or (xi) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture. Upon the written request of the IssuerCompany, accompanied by a copy of the resolutions of the Board of Directors certified by the Issuer’s or the General Partner’s its Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor Company in the execution of such supplemental indenture unless such supplemental 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 shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 11.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) of the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, the IssuerCompany, when authorized by the resolutions of the Board of Directors, the Guarantor Directors and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or modifying in any manner the rights of the Holders of the Notes; provided that no such supplemental indenture shall, without the consent of the Holder of each Note so affected: (a) change the Stated Maturity of the principal of or any installment of interest on the Notes, reduce the principal amount of, or the rate or amount of interest on, or any premium payable on redemption repurchase or conversion of, the Notes, or adversely affect any right of repayment of the Holders of the Notes, change the place of payment, or the coin or currency, for payment of principal of or interest on any Note or impair the right to institute suit for the enforcement of any payment on or with respect to the Notes; (b) reduce the percentage in principal amount of the outstanding Notes necessary to modify or amend this Indenture, to waive compliance with certain provisions of this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor in respect of the due and punctual payments of principal and interest; or (d) modify any of this Section 9.02 or Section 6.07 or any of the requirements thereof for provisions relating to the waiver of certain past Defaults defaults or certain covenants, except to increase the required percentage to effect the action or to provide that certain other provisions may not be modified or waived without the consent of the Holders of the Notes; (d) modify the provisions of Section 3.02 in a manner adverse to the Holders of the Notes, including the Company’s obligation to repurchase the Notes following a Designated Event; or (e) adversely affect the Holders’ rights contained in Section 3.02, or (except as expressly permitted by Section 9.01(a) with respect to addition of Additional Regulatory Conditions) Section 13.01 of this Indenture. Upon the written request of the IssuerCompany, accompanied by a copy of the resolutions of the Board of Directors certified by the Issuer’s or the General PartnerCompany’s Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. With (a) The Issuer (subject to the terms of the Trust Agreement) and the Indenture Trustee, when authorized by an Issuer Order, may with prior notice to the Rating Agency and with the consent (evidenced as provided in Article 8) of the Holders of not less than a majority in aggregate principal amount of the Outstanding Amount of each class of Notes at affected (by Act of such Noteholders delivered to the time outstanding, the Issuer, when authorized by the resolutions of the Board of Directors, the Guarantor Issuer and the Trustee may, from time to time and at any timeIndenture Trustee), enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to provision to, or changing in any manner or eliminating any of the provisions of provision of, this Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders of the NotesNoteholders under this Indenture; provided provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note so affectedaffected thereby: (ai) change the Stated Maturity date of the distribution of any installment of principal of or any installment of interest on the Notesany Note, or reduce the principal amount ofPrincipal Balance thereof, the interest applicable thereto or the Redemption Price with respect thereto, change the provision of this Indenture relating to the application of collections on, or the rate or amount proceeds of interest on, or any premium payable on redemption the sale of, the NotesTrust Estate, or adversely affect any right of repayment of the Holders of the Notes, change the place of payment, or the coin or currency, for to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provision of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any payment such amount due on the Notes on or with respect to after the Notesrespective due date thereof (or, in the case of redemption, on or after the Redemption Date); (bii) reduce the percentage in principal amount of the outstanding Notes necessary to modify Outstanding Amount of the Notes, the consent of the Holders of which is required for any such supplemental indenture, or amend this Indenture, to waive the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth for in this Indenture; (ciii) modify or affect in any manner adverse alter the provisions of the proviso to the Holders the terms and conditions definition of the obligations term "Outstanding"; (iv) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 5.4 if the proceeds of such sale would be insufficient to pay the Principal Balance of and accrued but unpaid interest on the Outstanding Notes; (v) reduce the percentage of the Outstanding Amount of the Notes required to amend the sections of this Indenture which specify the aggregate Principal Balance of the Notes necessary to amend this Indenture or the Guarantor in Basic Documents; (vi) permit the creation of any Lien ranking prior to or on a parity with the Lien of this Indenture with respect to any part of the due and punctual payments Trust Estate or, except as otherwise permitted or contemplated herein, terminate the Lien of principal and interestthis Indenture on any property at any time subject hereto or deprive any Noteholder of the security provided by the Lien of this Indenture; or (dvii) modify any of the provisions of this Section 9.02 or Section 6.07 or any Indenture if the modification affects the calculation of the requirements thereof amount of any payment of interest or principal due and payable on any Note on any Distribution Date or affects the rights of the Noteholders of any Class to the benefit of any provisions for waiver the mandatory redemption of certain past Defaults Notes of that Class. (b) The Indenture Trustee may in its discretion determine whether or certain covenants, except to increase the required percentage to effect the action or to provide not any Notes would be affected (such that certain other provisions may not be modified or waived without the consent of the Holders Holder of each would be required) by any supplemental EXHIBIT 4.6 indenture proposed pursuant to this Section 9.2, and any such determination shall be conclusive upon all the Noteholders, whether authenticated and delivered thereunder before or after the date upon which such supplemental indenture becomes effective. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) It shall be sufficient if an Act of Noteholders approves the substance, but not the form, of any proposed supplemental indenture. (d) Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.2, the Indenture Trustee shall mail to the Rating Agency and the Noteholders to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Notes. Upon Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the Issuer’s or the General Partner’s Secretary or Assistant Secretary authorizing the execution validity of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) of the Holders holders of not less than at least a majority in aggregate principal amount of the Notes at the time outstanding, the IssuerCompany, when authorized by the resolutions of the Board of Directors, the Guarantor and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Notes; provided that no such supplemental indenture shallshall (i) extend the fixed maturity of any Note, (ii) reduce the rate or extend the time of payment of Interest thereon, (iii) reduce the principal amount thereof or reduce any amount payable on redemption or repurchase thereof, (iv) change the obligation of the Company to repurchase any Note at the option of a Noteholder on a Repurchase Date in a manner adverse to the holders of Notes, (v) change the obligation of the Company to repurchase any Note upon the happening of a Designated Event in a manner adverse to the holders of Notes, (vi) impair the right of any Noteholder to institute suit for the payment thereof, (vii) make the principal thereof or Interest thereon payable in any coin or currency other than that provided in the Notes, (viii) impair the right to convert the Notes or reduce the amount of cash, the number of shares of Common Stock or any other property receivable by a Noteholder upon conversion subject to the terms set forth herein, including Section 14.07, in each case, without the consent of the Holder holder of each Note so affected: , (a) change the Stated Maturity of the principal of or any installment of interest on the Notes, reduce the principal amount of, or the rate or amount of interest on, or any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the Holders of the Notes, change the place of payment, or the coin or currency, for payment of principal of or interest on any Note or impair the right to institute suit for the enforcement of any payment on or with respect to the Notes; (b) reduce the percentage in principal amount of the outstanding Notes necessary to modify or amend this Indenture, to waive compliance with certain provisions of this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor in respect of the due and punctual payments of principal and interest; or (dix) modify any of the provisions of this Section 9.02 10.02 or Section 6.07 or any of the requirements thereof for waiver of certain past Defaults or certain covenants6.07, except to increase the required any such percentage to effect the action or to provide that certain other provisions may of this Indenture cannot be modified or waived without the consent of the Holders holder of each Note so affected, (x) change any obligation of the Company to maintain an office or agency in the places and for the purposes set forth in Section 4.02, (xi) reduce the quorum or voting requirements set forth in Article 9, (xii) make any change in Article 15 that adversely affects the rights of any Noteholder under Article 15 or (xiii) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all Notes then outstanding. Upon the written request of the IssuerCompany, accompanied by a copy of the resolutions of the Board of Directors certified by the Issuer’s or the General Partner’s its Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 10.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) of the Holders holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, the Issuer, when authorized by the resolutions of the Board of Directors, the Guarantor and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or modifying in any manner the rights of the Holders holders of the Notes; provided that no such supplemental indenture shall, without the consent of the Holder holder of each Note so affected: (a) impair or adversely affect the manner of calculation or rate of accrual of interest on the Notes or change the time of payment thereof; (b) make the Note payable in money or securities other than that stated in the Note; (c) change the Stated Maturity of the principal of or any installment of interest on the Notes, ; (d) reduce the principal amount of, or the rate redemption price or amount of interest on, or any premium payable on redemption ofChange in Control Purchase Price specified in Article 3 hereof with respect to, the Notes, ; (e) make any change that impairs or adversely affect any right of repayment affects the conversion rights of the Holders holders of the Notes, ; (f) make any change that impairs or adversely affects the place of payment, or right to require the coin or currency, for payment of principal of or interest on any Note or Issuer to repurchase the Notes; (g) impair the right to institute suit for the enforcement of any payment on with respect to the Notes or with respect to conversion of the Notes; (bh) change the obligation of the Issuer to redeem any Notes called for redemption on a Redemption Date in a manner adverse to the holders; (i) change the obligation of the Issuer to maintain an office or agency in New York City pursuant to Section 4.02; (j) make the Notes subordinate in right of payment to any other indebtedness; (k) reduce the percentage in aggregate principal amount of the outstanding Notes necessary required to modify or amend this Indenture, Indenture or to waive compliance by the Issuer with certain the provisions of the Indenture; (l) modify Section 6.07 or this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements Section 9.02; or (m) eliminate a Subsidiary Guarantee (except as otherwise set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor in respect of the due and punctual payments of principal and interest; or (d) modify any of this Section 9.02 or Section 6.07 or any of the requirements thereof for waiver of certain past Defaults or certain covenants, except to increase the required percentage to effect the action or to provide that certain other provisions may not be modified or waived without the consent of the Holders of the Notes). Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the Issuer’s or the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) 12) of the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstandingMajority Holders, the Issuer, when authorized by the resolutions of the Board of Directors, the Guarantor Issuer and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture Indenture, the Notes or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Notes; provided Noteholders, provided, that no such supplemental indenture shall, without the consent of the Holder of each Note so affected: shall (a) change the Stated Maturity final maturity of any Note or the time of payment of any principal of thereof, or any installment of interest on the Notes, reduce the principal amount of, or the rate or amount of interest onthereof, or any premium Make- Whole Amount thereon or reduce any amount payable on redemption of, thereof or reduce the Notesamount of principal or Make-Whole Amount that would be due and payable upon the occurrence of an Event of Default, or adversely impair or affect the rights of any right of repayment of the Holders of the Notes, change the place of payment, or the coin or currency, for payment of principal of or interest on any Note or impair the right Noteholder to institute suit for the enforcement payment thereof without the consent of any payment on or with respect to the Notes; each Noteholder so affected, (b) reduce the percentage any amount required to be collected or retained in principal amount of the outstanding Notes necessary to modify or amend this Indentureany Trust Account, to waive compliance with certain provisions of this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect except as provided in Articles 3 and 4, release any manner adverse to the Holders the terms and conditions part of the obligations of the Issuer Trust Estate or the Guarantor in respect of the due and punctual payments of principal and interest; or (d) modify any reduce the aforesaid percentage of this Section 9.02 or Section 6.07 or any Notes the consent of the requirements thereof Holders of which is required for waiver of certain past Defaults any supplemental indenture, acceleration or certain covenants, except to increase the required percentage to effect the action or to provide that certain other provisions may not be modified or waived rescission without the consent of the Holders of the Noteseach Note so affected. Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the Issuer’s or the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, indenture and upon the filing with the Trustee of evidence of the consent of Noteholders the Majority Holders or any greater percentage of Holders as aforesaidrequired by this Section 11.02 and other documents, if any, required by Section 12.02, the Trustee shall join with the Issuer and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture 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 shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) of the Holders holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, the Issuer, when authorized by the resolutions of the Board of Directors, the Guarantor Directors and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or modifying in any manner the rights of the Holders holders of the Notes; provided that no such supplemental indenture shall, without the consent of the Holder holder of each Note so affected: (a) impair or adversely affect the manner of calculation or rate of accrual of interest on the Notes or change the time of payment thereof; (b) make the Notes payable in money or securities other than that stated in the Notes; (c) change the Stated Maturity of the principal of or any installment of interest on the Notes, ; (d) reduce the principal amount of, or the rate redemption price or amount of interest on, or any premium payable on redemption ofFundamental Change Purchase Price specified in Article 3 hereof with respect to, the Notes, ; (e) make any change that impairs or adversely affect any right of repayment affects the conversion rights of the Holders holders of the Notes, ; (f) make any change that impairs or adversely affects the place of payment, or right to require the coin or currency, for payment of principal of or interest on any Note or Issuer to repurchase the Notes; (g) impair the right to institute suit for the enforcement of any payment on with respect to the Notes or with respect to conversion of the Notes; (bh) change the obligation of the Issuer to redeem any Notes called for redemption on a Redemption Date in a manner adverse to the holders; (i) change the obligation of the Issuer to maintain an office or agency pursuant to Section 4.02; (j) make the Notes subordinate in right of payment to any other indebtedness; (k) Reserved; (l) reduce the percentage in aggregate principal amount of the outstanding Notes necessary required to modify or amend this Indenture, Indenture or to waive compliance by the Issuer with certain the provisions of this Indenture or certain defaults and their consequences provided in this the Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor in respect of the due and punctual payments of principal and interest; or (dm) modify any of this Section 9.02 or Section 6.07 or any of the requirements thereof for waiver of certain past Defaults or certain covenants, except to increase the required percentage to effect the action or to provide that certain other provisions may not be modified or waived without the consent of the Holders of the Notesthis Section 9.02. Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the Issuer’s or the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) of the Holders holders of not less than at least a majority in aggregate principal amount of the Notes at the time outstanding, the IssuerCompany, when authorized by the resolutions of the Board of Directors, the Guarantor and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Notes; provided that no such supplemental indenture shallshall (i) extend the fixed maturity of any Note, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof or premium, if any, thereon, or reduce any amount payable on redemption or repurchase thereof, or impair the right of any Noteholder to institute suit for the payment thereof, or make the principal thereof or interest or premium, if any, thereon payable in any coin or currency other than that provided in the Notes, or change the obligation of the Company to redeem any Note on a redemption date in a manner adverse to the holders of Notes, or change the obligation of the Company to redeem any Note upon the happening of a Fundamental Change in a manner adverse to the holders of Notes, or change the obligation of the Company to repurchase any Note on a Repurchase Date in a manner adverse to the holders of Notes, or impair the right to convert the Notes into Common Stock subject to the terms set forth herein, including Section 14.06, or reduce the quorum or the voting requirements under the Indenture, in each case, without the consent of the Holder holder of each Note so affected: (a) change the Stated Maturity , or modify any of the principal of or any installment of interest on the Notes, reduce the principal amount of, or the rate or amount of interest on, or any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the Holders of the Notes, change the place of payment, or the coin or currency, for payment of principal of or interest on any Note or impair the right to institute suit for the enforcement of any payment on or with respect to the Notes; (b) reduce the percentage in principal amount of the outstanding Notes necessary to modify or amend this Indenture, to waive compliance with certain provisions of this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor in respect of the due and punctual payments of principal and interest; or (d) modify any of this Section 9.02 10.02 or Section 6.07 or any of the requirements thereof for waiver of certain past Defaults or certain covenants6.07, except to increase the required any such percentage to effect the action or to provide that certain other provisions may of this Indenture cannot be modified or waived without the consent of the Holders holder of each Note so affected, or change any obligation of the Company to maintain an office or agency in the places and for the purposes set forth in Section 4.01, or (ii) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all Notes then outstanding. Upon the written request of the IssuerCompany, accompanied by a copy of the resolutions of the Board of Directors certified by the Issuer’s or the General Partner’s its Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 10.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) of the Holders holders of not less than at least a majority in aggregate principal amount of the Notes at the time outstandingoutstanding hereunder determined in accordance with Section 8.04, the IssuerCompany, when authorized by the resolutions of the Board of Directors, the Guarantor and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Notes; provided that no such supplemental indenture shall, without the consent of the Holder of each Note so affected: (a) reduce the amount of Notes whose holders must consent to an amendment, supplement or waiver; (b) reduce the rate of accrual of interest or Liquidated Damages or modify the method for calculating interest or Liquidated Damages or change the Stated Maturity of the principal of or any installment time for payment of interest or Liquidated Damages on the Notes; (c) modify the provisions with respect to Noteholders' rights upon a Fundamental Change in a manner adverse to Noteholders, including the Company's obligations to repurchase the Notes following a Fundamental Change; (d) reduce the principal amount of, or the rate or amount of interest on, or any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the Holders Notes or change the final stated maturity of the Notes, ; (e) reduce the redemption or repurchase price of the Notes or change the place of payment, time at which the Notes may or must be redeemed or repurchased; (f) make payments on the coin or currency, for payment of principal of or interest on any Note or Notes payable in currency other than as originally stated in the Notes; (g) impair the right rights of Noteholders to institute suit for the enforcement of any payment on or with respect to the Notes; (bh) reduce make any change in the percentage in of principal amount of the outstanding Notes necessary to modify or amend this Indenture, to waive compliance with certain provisions of this Indenture or certain defaults and their consequences provided to make any change in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indentureprovision for modification; (ci) waive a continuing default or Event of Default regarding any payment on the Notes; or (j) modify the conversion or affect repurchase provisions of the Notes in any a manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor in respect of the due and punctual payments of principal and interest; or (d) modify any of this Section 9.02 or Section 6.07 or any of the requirements thereof for waiver of certain past Defaults or certain covenants, except to increase the required percentage to effect the action or to provide that certain other provisions may not be modified or waived without the consent of the Holders of the NotesNoteholders. Upon (a) the written request of the IssuerCompany, accompanied by a copy of the resolutions of the Board of Directors certified by its Secretary to the Issuer’s or the General Partner’s Secretary or Assistant Secretary Board of Directors authorizing the execution of any such supplemental indenture, (b) receipt by the Trustee of the documents described in Section 7.02 and upon (c) the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor Company in the execution of such supplemental indenture unless such supplemental 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 shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 10.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) of the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, the Issuer, when authorized by the resolutions of the Board of Directors, the Guarantor and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or modifying in any manner the rights of the Holders of the Notes; provided that no such supplemental indenture shall, without the consent of the Holder of each Note so affected: (a) change the Stated Maturity of the principal of or any installment of interest Interest on the Notes, reduce the principal amount of, of or the rate or amount of interest on, or any premium payable Interest on redemption of, the Notes, or adversely affect any right of repayment of the Holders Holder of the Notes, ; (b) change the place of payment, or the coin or currency, for payment of principal of or interest Interest on any Note or impair the right to institute suit for the enforcement of any exchange of or payment on or with respect to the Notes; (bc) reduce the percentage in principal amount of the outstanding Notes necessary to modify or amend this Indenture, to waive compliance with certain provisions of this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (cd) modify or affect in any manner adverse to the Holders of the Notes the terms and conditions of the obligations of the Issuer or the Guarantor in respect of the due and punctual payments of principal and interest; orInterest; (de) modify the ranking provisions of the Indenture in a manner that is adverse to the rights of Holders; (f) modify or amend the terms and conditions of the obligations of the Guarantor as guarantor of the Notes in a manner that is adverse to the rights of Holders: (g) modify any of this Section 9.02 or the second paragraph of Section 6.07 or any of the requirements thereof for waiver of certain past Defaults or certain covenants6.07, except to increase the required percentage to effect the action or to provide that certain other provisions may not be modified or waived without the consent of the Holders of the Notes; (h) modify the provisions of Sections 3.02 and 3.03 in a manner adverse to the Holders of the Notes, including the Issuer’s obligation to repurchase the Notes following a Fundamental Change; or (i) adversely affect the rights of Holders of the Notes contained in Section 13.01 of this Indenture. Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the Issuer’s or the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. (a) With the consent (evidenced as provided in Article 8) of the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstandingMajority Noteholders, the Issuer, when authorized by the resolutions of the a Board of DirectorsResolution, the Guarantor may, and the Trustee mayTrustee, from time subject to time and at any timeSection 9.03, shall, enter into an amendment or modification to this Indenture or an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of amending the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders of the NotesNoteholders under this Indenture; provided provided, however, that no such supplemental indenture shall, without the consent of the Holder Noteholder of each Outstanding Note so affectedaffected thereby, no such an amendment or modification to this Indenture or an indenture supplemental hereto shall cause any of the following: (ai) change the Stated Maturity maturity of any payment of the principal of of, or any installment of interest on the Noteson, any Note, or reduce the principal amount of, thereof or the rate of interest thereon, or change the method of computing the amount of principal thereof or interest on, payable thereon on any date or change any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the Holders of the Notes, change the place of paymentpayment where, or the coin or currencycurrency in which, for payment of the principal of or interest (including Additional Amounts) on any Note is payable, or impair the right of the Noteholders to institute suit for the enforcement of any such payment on or after the maturity or the date of payment, as the case may be, thereof (or, in the case of repayment, on or after the Payment Date), or modify the provisions of this Indenture with respect to the Notes;subordination of the Notes in a manner adverse to the Noteholders; or (bii) reduce the percentage in aggregate principal amount of the outstanding Notes necessary to modify Outstanding Notes, the consent of whose Noteholders is required for any such supplemental indenture, or amend this Indenture, to waive the consent of whose Noteholders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults Defaults hereunder and their consequences consequences, provided for in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor in respect of the due and punctual payments of principal and interest; or (diii) modify any of the provisions of this Section 9.02 or Section 6.07 or any of the requirements thereof for waiver of certain past Defaults or certain covenants5.04, except to increase the required any such percentage to effect the action or to provide that certain other provisions may of this Indenture cannot be modified or waived without the consent of the Holders of the Notes. each Noteholder affected thereby. (b) Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified receipt by the Issuer’s or Trustee of Board Resolutions and such other documentation as the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, Trustee may reasonably require and upon the filing with the Trustee of evidence of the consent Act of Noteholders as aforesaidsaid Noteholders, the Trustee shall join with the Issuer and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture affects or other instrument, as the Trustee’s own rightscase may be, duties or immunities under this Indenture or otherwise, in which case subject to the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. provisions of Sections 9.03 and 9.04. (c) It shall not be necessary for the consent any Act of the Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. (d) After a supplemental indenture or an amendment under this Section 9.01 becomes effective, the Issuer will mail to the Noteholders a notice briefly describing such amendment. The failure to give such notice to all Noteholders, or any defect therein, will not impair or affect the validity of an amendment or a supplemental indenture under this Section 9.01.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) of the Holders holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, the Issuer, when authorized by the resolutions of the Board of Directors, the Guarantor and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or modifying in any manner the rights of the Holders holders of the Notes; provided that no such supplemental indenture shall, without the consent of the Holder holder of each Note so affected: (a) change impair or adversely affect the Stated Maturity manner of the principal calculation or rate of or any installment accrual of interest on the Notes, Notes or change the time of payment thereof; (b) make the Note payable in money or securities other than that stated in the note; (c) change the Maturity Date; (d) reduce the principal amount of, or the rate redemption price or amount of interest on, or any premium payable on redemption ofrepurchase price specified in Article 3 hereof with respect to, the Notes, ; (e) make any change that impairs or adversely affect any right of repayment affects the conversion rights of the Holders holders of the Notes, ; (f) make any change that impairs or adversely affects the place of payment, or right to require the coin or currency, for payment of principal of or interest on any Note or Issuer to repurchase the Notes; (g) impair the right to institute suit for the enforcement of any payment on with respect to the Notes or with respect to conversion of the Notes; (bh) change the obligation of the Issuer to redeem any Notes called for redemption on a Redemption Date in a manner adverse to the holders; (i) change the obligation of the Issuer to maintain an office or agency in New York City pursuant to Section 4.02; (j) make the Notes subordinate in right of payment to any other indebtedness; (k) reduce the percentage in aggregate principal amount of the outstanding Notes necessary required to modify or amend this Indenture, Indenture or to waive compliance by the Issuer with certain the provisions of this Indenture or certain defaults and their consequences provided in this the Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor in respect of the due and punctual payments of principal and interest; or (dl) modify any of this Section 9.02 or Section 6.07 or any of the requirements thereof for waiver of certain past Defaults or certain covenants, except to increase the required percentage to effect the action or to provide that certain other provisions may not be modified or waived without the consent of the Holders of the Notesthis Section 9.02. Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the Issuer’s or the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) of the Holders holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, the IssuerCompany, when authorized by the resolutions of the Board of Directors, the Guarantor and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Notes; provided that no such supplemental indenture shall, without shall (i) extend the consent fixed maturity of any Note or reduce the Holder rate or extend the time of each Note so affected: (a) change the Stated Maturity of the principal of or any installment payment of interest on the Notes, thereon or reduce the principal amount ofthereof or premium, if any, thereon or the rate or reduce any amount of interest on, or any premium payable on redemption ofor repurchase thereof or impair the right of any Noteholder to institute suit for the payment thereof or make the principal thereof or interest or premium, if any, thereon payable in any coin or currency or payable at any place other than that provided in this Indenture or the Notes, or adversely affect any right of repayment change the obligation of the Holders Company to redeem any Note on a redemption date in a manner adverse to the holders of Notes or change the obligation of the Notes, Company to redeem any Note upon the happening of a Fundamental Change in a manner adverse to the holders of Notes or change the place obligation of payment, or the coin or currency, for payment of principal of or interest on Company to repurchase any Note on a Repurchase Date in a manner adverse to the holders of Notes or reduce the Conversion Rate, otherwise than in accordance with the terms of this Indenture, or impair the right to institute suit for convert the enforcement of any payment on or with respect Notes into Common Stock subject to the Notes; (b) terms set forth herein, including Section 14.06 or adversely modify, in any material respect, the provisions of Article 15, or reduce the percentage in principal amount quorum or the voting requirements under the Indenture, or modify any of the outstanding Notes necessary to modify or amend this Indenture, to waive compliance with certain provisions of this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor in respect of the due and punctual payments of principal and interest; or (d) modify any of this Section 9.02 10.02 or Section 6.07 or any of the requirements thereof for waiver of certain past Defaults or certain covenants6.07, except to increase the required any such percentage to effect the action or to provide that certain other provisions may of this Indenture cannot be modified or waived without the consent of the Holders holder of each Note so affected, or change any obligation of the Company to maintain an office or agency in the places and for the purposes set forth in Section 4.01, in each case, without the consent of the holder of each Note so affected or (ii) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture or to waive any past Event of Default, without the consent of the holders of all Notes affected thereby. Upon Subject to Section 10.05, upon the written request of the IssuerCompany, accompanied by a copy of the resolutions of the Board of Directors certified by the Issuer’s or the General Partner’s its Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s 's own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 10.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) 9) of the Holders holders of not less than at least a majority in aggregate principal amount of the Notes at the time outstanding, the IssuerCompany, when authorized by the resolutions of the Board of Directors, the Guarantor and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Notes; provided that no such supplemental indenture shallshall (i) extend the fixed maturity of any Note, or reduce the rate or extend the time of payment of Interest thereon, or reduce the principal amount thereof or premium, if any, thereon, or reduce any amount payable on redemption or repurchase thereof, or impair the right of any Noteholder to institute suit for the payment thereof, or make the principal thereof or Interest or premium, if any, thereon payable in any coin or currency other than that provided in the Notes, or change the obligation of the Company to redeem any Note on a Redemption Date in a manner adverse to the holders of Notes, or change the obligation of the Company to repurchase any Note upon a Change of Control in a manner adverse to the holders of Notes, in each case, without the consent of the Holder holder of each Note so affected: (a) change the Stated Maturity , or modify any of the principal of or any installment of interest on the Notes, reduce the principal amount of, or the rate or amount of interest on, or any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the Holders of the Notes, change the place of payment, or the coin or currency, for payment of principal of or interest on any Note or impair the right to institute suit for the enforcement of any payment on or with respect to the Notes; (b) reduce the percentage in principal amount of the outstanding Notes necessary to modify or amend this Indenture, to waive compliance with certain provisions of this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor in respect of the due and punctual payments of principal and interest; or (d) modify any of this Section 9.02 11.02 or Section 6.07 or any of the requirements thereof for waiver of certain past Defaults or certain covenants7.07, except to increase the required any such percentage to effect the action or to provide that certain other provisions may of this Indenture cannot be modified or waived without the consent of the Holders holder of each Note so affected, or reduce the quorum or voting requirements set forth in Article 10 or (ii) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture, without the consent of the Notesholders of all Notes then outstanding. Upon the written request of the IssuerCompany, accompanied by a copy of the resolutions of the Board of Directors certified by the Issuer’s or the General Partner’s its Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor Company in the execution of such supplemental indenture unless such supplemental 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 shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 11.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) 9) of the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, the Issuer, when authorized by the resolutions of the Board of DirectorsCompany, the Guarantor Issuer and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or modifying in any manner the rights of the Holders of the Notes; provided that no such supplemental indenture shall, without the consent of the Holder of each Note so affected: (a) change the Stated Maturity of the principal of or any installment of interest on the Notes, reduce the principal amount of, or the rate or amount of interest on, or any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the Holders Holder of the Notes, change the place of payment, or the coin or currency, for payment of principal of or interest on any Note or impair the right to institute suit for the enforcement of any payment on or with respect to the Notes; (b) reduce the percentage in principal amount of the outstanding Notes necessary to modify or amend this IndentureIndenture as provided in this Section 10.02, to waive compliance with certain provisions of this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders of the Notes the terms and conditions of the obligations of the Issuer or the Guarantor Company in respect of the due and punctual payments of principal and interest; or; (d) modify any of this Section 9.02 or Section 6.07 10.02 or any of the requirements thereof for provisions relating to the waiver of certain past Defaults defaults or certain covenants, except to increase the required percentage to effect the action or to provide that certain other provisions may not be modified or waived without the consent of the Holders of the Notes. Upon ; (e) change the written request ranking of the Issuer, accompanied by Notes; (f) modify the provisions of Section 4.01 in a copy manner adverse to the Holders of the resolutions of the Board of Directors certified by Notes, including the Issuer’s or obligation to repurchase the General Partner’s Secretary or Assistant Secretary Notes; (g) voluntarily release, other than in accordance with the Indenture, the Guarantee of the Guarantor; or (h) adversely affect the rights of Holders of the Notes contained in Section 15.01. Upon an Issuer Request authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 10.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) of the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, the Issuer, when authorized by the resolutions of the Board of Directors, the Guarantor and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or modifying in any manner the rights of the Holders of the Notes; provided that no such supplemental indenture shall, without the consent of the Holder of each Note so affected: (a) change the Stated Maturity of the principal of or any installment of interest on the Notes, reduce the principal amount of, or the rate or amount of interest on, or any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the Holders Holder of the Notes, change the place of payment, or the coin or currency, for payment of principal of or interest on any Note or impair the right to institute suit for the enforcement of any payment on or with respect to the Notes; (b) reduce the percentage in principal amount of the outstanding Notes necessary to modify or amend this Indenture, to waive compliance with certain provisions of this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders of the Notes the terms and conditions of the obligations of the Issuer or the Guarantor in respect of the due and punctual payments of principal and interest; or; (d) modify any of this Section 9.02 or Section 6.07 or any of the requirements thereof for provisions relating to the waiver of certain past Defaults defaults or certain covenants, except to increase the required percentage to effect the action or to provide that certain other provisions may not be modified or waived without the consent of the Holders of the Notes; (e) modify the provisions of Section 3.05 in a manner adverse to the Holders of the Notes, including the Issuer’s obligation to repurchase the Notes following a Designated Event; or (f) adversely affect the rights of Holders of the Notes contained in Section 13.01 of this Indenture. Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the Issuer’s or the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) of the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, the Issuer, when authorized by the resolutions of the Board of Directors, the Guarantor Strategic Hotels and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or modifying in any manner the rights of the Holders of the Notes; provided that no such supplemental indenture shall, without the consent of the Holder of each Note so affected: (a) change the Stated Maturity Date of the principal of or any installment of interest on the Notes, reduce the principal amount of, or the rate or amount of interest on, or any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the Holders Holder of the Notes, change the place of payment, or the coin or currency, for payment of principal of or interest on any Note or impair the right to institute suit for the enforcement of any payment on or with respect to the Notes; (b) reduce the percentage in principal amount of the outstanding Notes necessary to modify or amend this IndentureIndenture as provided in this Section 9.02, to waive compliance with certain provisions covenants of this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders holders of the Notes the terms and conditions of the obligations of the Issuer or the Guarantor in respect of the due and punctual payments payment of principal and interest; or; (d) modify any of this Section 9.02 or Section 6.07 or any of the requirements thereof for provisions relating to the waiver of certain past Defaults defaults or certain covenants, except to increase the required percentage to effect the action or to provide that certain other provisions may not be modified or waived without the consent of the Holders of the Notes; (e) change the ranking of the Notes; (f) modify the provisions of Section 3.05 in a manner adverse to the Holders of the Notes, including the Issuer’s obligation to repurchase the Notes following a Designated Event; or (g) adversely affect the rights of Holders of the Notes contained in Article 13 of this Indenture. Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the Issuer’s or the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) 10) of the Holders holders of not less than at least a majority in aggregate principal amount of the Notes at the time outstanding, the IssuerCompany, when authorized by the resolutions of the Board of Directors, the Guarantor and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Notes; provided that no such supplemental indenture shall, without the consent of the Holder holder of each Note so affected: , (ai) change extend the Stated Maturity fixed maturity of any Note, (ii) reduce the principal rate or extend the time of or any installment payment of interest on the Notesor Liquidated Damages, if any, thereon, (iii) reduce the principal amount ofthereof or premium, if any, thereon, or the rate or reduce any amount of interest on, or any premium payable on redemption ofthereof, the Notes, or adversely affect any right of repayment of the Holders of the Notes, change the place of payment, or the coin or currency, for payment of principal of or interest on any Note or (iv) impair the right of any Noteholder to institute suit for the enforcement of payment thereof, (v) make the principal thereof or interest, Liquidated Damages or premium, if any, thereon payable in any payment on coin or with respect to currency other than that provided in the Notes; , (bvi) reduce change the percentage in principal amount obligation of the outstanding Notes necessary Company to modify or amend this Indenture, to waive compliance with certain provisions redeem any Note upon the happening of this Indenture or certain defaults and their consequences provided a Designated Event in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any a manner adverse to the Holders Noteholders, (vii) impair the right to convert the Notes or reduce the number of shares of Common Stock or the amount of any other property receivable upon conversion, subject to the terms and conditions of the obligations of the Issuer or the Guarantor set forth herein, including Section 16.06, in respect of the due and punctual payments of principal and interest; or each case, (dviii) modify any of the provisions of this Section 9.02 12.02 or Section 6.07 or any of the requirements thereof for waiver of certain past Defaults or certain covenants8.07, except to increase the required any such percentage to effect the action or to provide that certain other provisions may of this Indenture cannot be modified or waived without the consent of the Holders holder of each Note so affected, (ix) change any obligation of the Company to maintain an office or agency in the places and for the purposes set forth in Section 6.02, (x) reduce the quorum or voting requirements set forth in Article 11 or (xi) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture. Upon the written request of the IssuerCompany, accompanied by a copy of the resolutions of the Board of Directors certified by the Issuer’s or the General Partner’s its Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor Company in the execution of such supplemental indenture unless such supplemental 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 shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 12.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) Nine) of the Holders holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, the IssuerCompany, when authorized by the resolutions of the Board of Directors, the Guarantor and the Trustee may, from time to time and at any time, enter into an indenture or indentures 92 102 supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Notes; provided provided, however, that no such supplemental indenture shallshall (i) extend the fixed maturity of any Note, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof or premium, if any, thereon, or reduce any amount payable on redemption thereof, or impair the right of any Noteholder to institute suit for the payment thereof, or make the principal thereof or interest or premium, if any, thereon payable in any coin or currency other than that provided in the Notes, or modify the provisions of this Indenture with respect to the subordination of the Notes in a manner adverse to the Noteholders in any material respect, or change the obligation of the Company to redeem any Note upon the happening of a Fundamental Change in a manner adverse to the holder of Notes, or impair the right to convert the Notes into Common Stock subject to the terms set forth herein, including Section 15.6, in each case, without the consent of the Holder holder of each Note so affected: (a) change the Stated Maturity of the principal of or any installment of interest on the Notes, reduce the principal amount of, or the rate or amount of interest on, or any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the Holders of the Notes, change the place of payment, or the coin or currency, for payment of principal of or interest on any Note or impair the right to institute suit for the enforcement of any payment on or with respect to the Notes; (bii) reduce the aforesaid percentage in principal amount of Notes, the outstanding Notes necessary holders of which are required to modify or amend this Indentureconsent to any such supplemental indenture, to waive compliance with certain provisions of this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor in respect of the due and punctual payments of principal and interest; or (d) modify any of this Section 9.02 or Section 6.07 or any of the requirements thereof for waiver of certain past Defaults or certain covenants, except to increase the required percentage to effect the action or to provide that certain other provisions may not be modified or waived without the consent of the Holders holders of the Notesall Notes then outstanding. Upon the written request of the IssuerCompany, accompanied by a copy of the resolutions of the Board of Directors certified by the Issuer’s or the General Partner’s its Secretary or Assistant Secretary and authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor Company in the execution of such supplemental indenture unless such supplemental 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 shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 11.2 to approve the 93 103 particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) Section 1.04 of the Base Indenture) of the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstandingOutstanding, the IssuerCompany, when authorized by the resolutions of the Board of Directors, the Guarantor Trustees and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this First Supplemental Indenture or any supplemental indenture or modifying in any manner the rights of the Holders of the Notes; provided that no such supplemental indenture shall, without the consent of the Holder of each Note so affected: (a) change the Stated Maturity of the principal of or any installment of interest on the Notes, reduce the principal amount ofof Notes whose Holders must consent to an amendment, supplement or the rate or amount of interest on, or any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the Holders of the Notes, change the place of payment, or the coin or currency, for payment of principal of or interest on any Note or impair the right to institute suit for the enforcement of any payment on or with respect to the Noteswaiver; (b) reduce the percentage in principal amount of or change the fixed maturity of any Note or alter the provisions with respect to the redemption of the outstanding Notes necessary to modify or amend this Indenture, to waive compliance with certain (other than the provisions of this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this IndentureArticle VIII); (c) modify reduce the rate of or affect change the time for payment of interest, including default interest, on any Note; (d) waive a Default or Event of Default in any manner adverse to the payment of principal of, or interest or premium, if any, on, the Notes (except a rescission of acceleration of the Notes by the Holders the terms and conditions of at least a majority in aggregate principal amount of the obligations then outstanding Notes and a waiver of the Issuer payment default that resulted from such acceleration); (e) make any Note payable in money other than that stated in the Notes; (f) make any change in the provisions of the Indenture relating to waivers of past Defaults or the Guarantor in respect rights of the due and punctual Holders of Notes to receive payments of principal of, or interest or premium, if any, on, the Notes; (g) waive a redemption payment with respect to any Note (other than a payment required by the provisions of Article VIII); (h) change the ranking of the Notes or subordinate any Notes to any of the Company’s other obligations; (i) make any change in the preceding amendment and interestwaiver provisions; or (dj) modify release any of this lien except as contemplated by the Pledge Agreement. Except as provided in Section 9.02 5.01, the Company may not amend or Section 6.07 or waive any provision of the requirements thereof for waiver of certain past Defaults Pledge Agreement or certain covenants, except to increase the required percentage to effect the action or to provide that certain other provisions may not be modified or waived Promissory Note without the consent of the Holders Holder of the Noteseach Note. Upon the written request of the IssuerCompany, accompanied by a copy of the resolutions of the Board of Directors Trustees certified by the Issuer’s or the General PartnerCompany’s Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s or an Agent’s own rights, duties duties, liabilities or immunities under the Base Indenture or this First Supplemental Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 5.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) of the Holders holders of not less than at least a majority in aggregate principal amount of the Notes at the time outstanding, the IssuerCompany, when authorized by the resolutions of the Board of Directors, the Guarantor and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Notes; provided that no such supplemental indenture shallshall (i) extend the fixed maturity of any Note, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof or premium, if any, thereon, or reduce any amount payable on redemption or repurchase thereof, or impair the right of any Noteholder to institute suit for the payment thereof, or make the principal thereof or interest or premium, if any, thereon payable in any coin or currency other than that provided in the Notes, or change the obligation of the Company to redeem any Note on a redemption date in a manner adverse to the holders of Notes, or change the obligation of the Company to redeem any Note upon the happening of a Fundamental Change in a manner adverse to the holders of Notes, or change the obligation of the Company to repurchase any Note on a Repurchase Date in a manner adverse to the holders of Notes, or impair the right to convert the Notes into Common Stock subject to the terms set forth herein, including Section 14.06, or reduce the quorum or the voting requirements under the Indenture, in each case, without the consent of the Holder holder of each Note so affected: (a) change the Stated Maturity , or modify any of the principal of or any installment of interest on the Notes, reduce the principal amount of, or the rate or amount of interest on, or any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the Holders of the Notes, change the place of payment, or the coin or currency, for payment of principal of or interest on any Note or impair the right to institute suit for the enforcement of any payment on or with respect to the Notes; (b) reduce the percentage in principal amount of the outstanding Notes necessary to modify or amend this Indenture, to waive compliance with certain provisions of this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor in respect of the due and punctual payments of principal and interest; or (d) modify any of this Section 9.02 10.02 or Section 6.07 or any of the requirements thereof for waiver of certain past Defaults or certain covenants6.07, except to increase the required any such percentage to effect the action or to provide that certain other provisions may of this Indenture cannot be modified or waived without the consent of the Holders holder of each Note so affected, or change any obligation of the Company to maintain an office or agency in the places and for the purposes set forth in Section 4.01, or (ii) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all Notes then outstanding. Upon the written request of the IssuerCompany, accompanied by a copy of the resolutions of the Board of Directors certified by the Issuer’s or the General Partner’s its Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor Company in the execution of such supplemental indenture unless such supplemental 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 shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 10.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) 10) of the Holders holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, the IssuerCompany, when authorized by the resolutions of the Board of Directors, the Guarantor and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or modifying in any manner the rights of the Holders holders of the Notes; provided that no such supplemental indenture shall, without the consent of the Holder holder of each Note so affected: (ai) change extend the Stated Maturity fixed maturity of any Note; (ii) reduce the principal of rate or any installment extend the time for payment of interest on the Notes, any Note; (iii) reduce the principal amount ofof any Note or premium, or the rate or if any, on any Note; (iv) reduce any amount of interest on, or any premium payable on redemption of, or repurchase of any Note; (v) impair the Notes, or adversely affect any right of repayment of any holder to institute suit for the Holders of the Notes, change the place of payment, or the coin or currency, for payment of any Note; (vi) make the principal of any Note, premium, if any, on any Note or interest on any Note payable in any coin or impair the right to institute suit for the enforcement of any payment on or with respect to currency other than that provided in the Notes; (bvii) reduce change the percentage in principal amount obligation of the outstanding Company to redeem any Note called for redemption on a redemption date in a manner adverse to the holders of Notes; (viii) change the obligation of the Company to repurchase any Note upon a Fundamental Change in a manner adverse to the holders of Notes; (ix) change the obligation of the Company to repurchase any Note at the option of a holder on a Repurchase Date in a manner adverse to the holders of Notes; (x) affect the right of a holder to convert any Notes necessary to modify into Common Stock (or, if the Company so elects, cash or amend this Indenture, to waive compliance with certain provisions a combination of this Indenture or certain defaults cash and their consequences provided in this Indenture, Common Stock) or to reduce the requirements number of quorum shares of Common Stock or change voting requirements any other property receivable upon conversion pursuant to the terms set forth in this Indentureherein, including Section 15.06; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor in respect of the due and punctual payments of principal and interest; or (dxi) modify any of the provisions of this Section 9.02 11.02 or Section 6.07 or any of the requirements thereof for waiver of certain past Defaults or certain covenants8.07, except to increase the required any such percentage to effect the action or to provide that certain other provisions may of this Indenture cannot be modified or waived without the consent of the Holders holder of each Note so affected; (xii) change any obligation of the Company to maintain an office or agency in New York City as set forth in Section 6.02; (xiii) modify in any material respect the subordination provisions in Article 4 in a manner adverse to the holders; or (xiv) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture, without the consent of each holder of Notes so affected. Upon the written request of the IssuerCompany, accompanied by a copy of the resolutions of the Board of Directors certified by the Issuer’s or the General Partner’s Company's Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor Company in the execution of such supplemental indenture unless such supplemental 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 shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 11.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) of the Holders holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, the Issuer, when authorized by the resolutions of the Board of Directors, the Guarantor and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or modifying in any manner the rights of the Holders holders of the Notes; provided that no such supplemental indenture shall, without the consent of the Holder holder of each Note so affected: (a) impair or adversely affect the manner of calculation or rate of accrual of interest on the Notes or change the time of payment thereof; (b) make the Notes payable in money or securities other than that stated in the Notes; (c) change the Stated Maturity of the principal of or any installment of interest on the Notes, ; (d) reduce the principal amount of, or the rate redemption price or amount of interest on, or any premium payable on redemption ofFundamental Change Purchase Price specified in Article 3 hereof with respect to, the Notes, ; (e) make any change that impairs or adversely affect any right of repayment affects the conversion rights of the Holders holders of the Notes, ; (f) make any change that impairs or adversely affects the place of payment, or right to require the coin or currency, for payment of principal of or interest on any Note or Issuer to repurchase the Notes; (g) impair the right to institute suit for the enforcement of any payment on with respect to the Notes or with respect to conversion of the Notes; (bh) change the obligation of the Issuer to redeem any Notes called for redemption on a Redemption Date in a manner adverse to the holders; (i) change the obligation of the Issuer to maintain an office or agency pursuant to Section 4.02; (j) make the Notes or the Guarantee subordinate in right of payment to any other indebtedness; (k) release the Guarantor from its obligations under the Guarantee or the Indenture otherwise than in accordance with the terms of this Indenture; (l) reduce the percentage in aggregate principal amount of the outstanding Notes necessary required to modify or amend this Indenture, Indenture or to waive compliance by the Issuer with certain the provisions of this Indenture or certain defaults and their consequences provided in this the Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor in respect of the due and punctual payments of principal and interest; or (dm) modify any of this Section 9.02 or Section 6.07 or any of the requirements thereof for waiver of certain past Defaults or certain covenants, except to increase the required percentage to effect the action or to provide that certain other provisions may not be modified or waived without the consent of the Holders of the Notesthis Section 9.02. Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the Issuer’s or the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) 8 hereof) of the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, the Issuer, when authorized by the resolutions of the Board of Directors, the Guarantor and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or modifying in any manner the rights of the Holders of the Notes; provided provided, that no such supplemental indenture shall, without the consent of the Holder of each Note so affected: affected thereby: (a) change the Stated Maturity of the principal of or any installment of interest on the Notes, reduce the principal amount of, or the rate or amount of interest on, or any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the Holders Holder of the Notes, change the place of payment, or the coin or currency, for payment of principal of or interest on any Note or impair the right to institute suit for the enforcement of any payment on or with respect to the Notes; ; (b) reduce the percentage in principal amount of the outstanding Notes necessary to modify or amend this Indenture, to waive compliance with certain provisions of this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; ; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor (except as provided in Section 15.04) in respect of the due and punctual payments of principal and interest; or or (d) modify any of this Section 9.02 or Section 6.07 hereof or any of the requirements thereof for provisions relating to the waiver of certain past Defaults or certain covenants, except to increase the required percentage to effect the action or to provide that certain other provisions may not be modified or waived without the consent of the Holders of the Notes. Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the Issuer’s or the General Partner’s Secretary or Assistant Secretary Partner authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.45 DM_US 172750087-

Supplemental Indenture With Consent of Noteholders. (a) With the consent (evidenced as provided in Article 8) of the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstandingMajority Noteholders, the IssuerIssuer may, when authorized by the resolutions of the Board of Directors, the Guarantor and the Trustee mayTrustee, from time subject to time Sections 11.3 and at any time11.4, shall, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of amending the provisions of this Indenture or any supplemental indenture or modifying in any manner the rights of the Holders of the NotesIndenture; provided provided, however, that no such supplemental indenture shall, without the consent of the Holder Noteholder of each Outstanding Note so affecteddirectly affected thereby, no such supplemental indenture shall (with respect to any Notes held by a non-consenting Noteholder of such Notes) cause any of the following: (ai) change the Stated Maturity maturity of any payment of the principal of of, or any installment of interest on the Noteson, any Note, or reduce the principal amount of, thereof or the rate of interest thereon, or change the method of computing the amount of principal thereof or interest on, payable thereon on any date or change any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the Holders of the Notes, change the place of paymentpayment where, or the coin or currencycurrency in which, for payment of the principal of or interest (including Additional Amounts) on any Note is payable, or impair the right of the Noteholders to institute suit for the enforcement of any such payment on or with respect to after the Notes;maturity or the date of payment, as the case may be, thereof (or, in the case of redemption or repayment, on or after the Early Tax Redemption Date, the Early General Redemption Date or the Payment Date, as the case may be); or (bii) reduce the percentage in aggregate principal amount of the outstanding Notes necessary to modify Outstanding Notes, the consent of whose holders is required for any such supplemental indenture, or amend this Indenture, to waive the consent of whose holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences consequences, provided for in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor in respect of the due and punctual payments of principal and interest; or (diii) modify any of the provisions of this Section 9.02 or Section 6.07 or any of the requirements thereof for waiver of certain past Defaults or certain covenants7.4, except to increase the required any such percentage to effect the action or to provide that certain other provisions may of this Indenture cannot be modified or waived without the consent of the Holders of the Notes. each Noteholder. (b) Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified receipt by the Issuer’s or Trustee of Board Resolutions and such other documentation as the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, Trustee may reasonably require and upon the filing with the Trustee of evidence of the consent Act of Noteholders as aforesaidsaid Noteholders, the Trustee shall join with the Issuer and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture affects or other instrument, as the Trustee’s own rightscase may be, duties or immunities under this Indenture or otherwise, in which case subject to the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. provisions of Sections 11.3 and 11.4. (c) It shall not be necessary for the consent any Act of the Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. (d) The Trustee may execute and deliver any amendment to the Guaranty or grant any waiver thereof with the consent of the majority Noteholders.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) of the Holders holders of not less than at least a majority in aggregate principal amount of the Notes at the time outstanding, the IssuerCompany and the Guarantor, when authorized by the resolutions of the Board of DirectorsResolution and Member Action, the Guarantor and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Notes; provided provided, that no such supplemental indenture shall, without the consent of the Holder holders of each Note so affectedall Notes then Outstanding: (a) change extend the Stated Maturity of the principal of or any installment of interest on the Notes, reduce the principal amount of, or the rate or amount of interest on, or any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the Holders of the Notes, change the place of payment, or the coin or currency, for payment of principal of or interest on any Note or impair the right to institute suit for the enforcement of any payment on or with respect to the NotesNote; (b) reduce the percentage in principal amount rate or extend the time for payment of the outstanding Notes necessary to modify or amend this Indenture, to waive compliance with certain provisions of this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this IndentureInterest thereon; (c) modify reduce the principal amount thereof; (d) reduce any amount payable on redemption or affect repurchase thereof; (e) impair the right of any Noteholder to institute suit for the payment thereof; (f) make the principal thereof or Interest thereon payable in any coin or currency other than that provided in the Notes; (g) affect the obligation of the Company to redeem any Note on a Redemption Date in a manner adverse to the Holders holders of Notes; (h) affect the obligation of the Company to repurchase any Note upon the happening of a Fundamental Change in a manner adverse to the holders of Notes; (i) affect the obligation of the Company to repurchase any Note on a Company Repurchase Date in a manner adverse to the holders of Notes; (j) impair the right to convert the Notes into Common Stock subject to the terms and conditions set forth herein, including Section 9.07; (k) reduce the number of shares of Common Stock, the amount of cash or the amount of other property receivable upon conversion, in each case, without the consent of the obligations holder of the Issuer or the Guarantor in respect of the due and punctual payments of principal and interest; oreach Note so affected; (dl) modify any of this Section 9.02 the provisions of Sections 5.03 and 6.03 hereof or Section 6.07 or any Sections 512 and 1013 of the requirements thereof for waiver of certain past Defaults or certain covenantsOriginal Indenture, except to increase the required any such percentage to effect the action or to provide that certain other provisions may of this First Supplemental Indenture cannot be modified or waived without the consent of the Holders holder of each Note so affected; (m) reduce the quorum or voting requirements set forth in Article XV of the Original Indenture; or (n) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all Notes then outstanding. Upon the written request of the IssuerCompany and the, accompanied by a copy of the resolutions of the each Board of Directors certified by the Issuer’s or the General Partner’s Secretary or Assistant Secretary Resolution and Member Action authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer Company and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 6.03 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) of the Holders holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, the IssuerCompany, when authorized by the resolutions of the Board of Directors, the Guarantor and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Notes; provided that no such supplemental indenture shall, without shall (i) extend the consent fixed maturity of any Note or reduce the Holder rate or extend the time of each Note so affected: (a) change the Stated Maturity of the principal of or any installment payment of interest on the Notes, or additional amounts if any thereon or reduce the principal amount ofthereof or premium, if any, thereon or the rate or reduce any amount of interest on, or any premium payable on redemption ofor repurchase thereof or impair the right of any Noteholder to institute suit for the payment thereof or make the principal thereof or interest or premium, if any, thereon payable in any coin or currency or payable at any place other than that provided in this Indenture or the Notes, or adversely affect any right of repayment change the obligation of the Holders Company to redeem any Note on a redemption date in a manner adverse to the holders of Notes or change the obligation of the Notes, Company to redeem any Note upon the happening of a Designated Event in a manner adverse to the holders of Notes or change the place obligation of payment, the Company to redeem or the coin or currency, for payment of principal of or interest on repurchase any Note on a Repurchase Date in a manner adverse to the holders of Notes or reduce the Conversion Rate, otherwise than in accordance with the terms of this Indenture, or impair the right to institute suit for convert the enforcement Notes into Common Stock or reduce the number of shares of Common Stock, the amount of cash or the amount of any payment on or with respect other property receivable by any holder upon conversion subject to the Notes; (b) terms set forth herein, including Section 14.07 or reduce the percentage in principal amount quorum or the voting requirements under the Indenture, or modify any of the outstanding Notes necessary to modify or amend this Indenture, to waive compliance with certain provisions of this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor in respect of the due and punctual payments of principal and interest; or (d) modify any of this Section 9.02 10.02 or Section 6.07 or any of the requirements thereof for waiver of certain past Defaults or certain covenants6.07, except to increase the required any such percentage to effect the action or to provide that certain other provisions may of this Indenture cannot be modified or waived without the consent of the Holders holder of each Note so affected, or change any obligation of the Company to maintain an office or agency in the places and for the purposes set forth in Section 4.01, in each case, without the consent of the holder of each Note so affected or (ii) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture or to waive any past Event of Default, without the consent of the holders of all Notes affected thereby. Upon Subject to Section 10.05, upon the written request of the IssuerCompany, accompanied by a copy of the resolutions of the Board of Directors certified by the Issuer’s or the General Partner’s its Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 10.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. (a) With the consent (evidenced as provided in Article 8) of the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstandingMajority Noteholders, the Issuer, when authorized by the resolutions of the a Board of DirectorsResolution, the Guarantor may, and the Trustee mayTrustee, from time subject to time Sections 9.3 and at any time9.4, shall, enter into an amendment or modification to this Indenture or an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of amending the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders of the NotesNoteholders under this Indenture; provided provided, however, that no such supplemental indenture shall, without the consent of the Holder Noteholder of each Outstanding Note so affectedaffected thereby, no such an amendment or modification to this Indenture or an indenture supplemental hereto shall cause any of the following: (ai) change the Stated Maturity maturity of any payment of the principal of of, or any installment of interest on the Noteson, any Note, or reduce the principal amount of, thereof or the rate of interest thereon, or change the method of computing the amount of principal thereof or interest on, payable thereon on any date or change any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the Holders of the Notes, change the place of paymentpayment where, or the coin or currencycurrency in which, for payment of the principal of or interest (including Additional Amounts) on any Note is payable, or impair the right of the Noteholders to institute suit for the enforcement of any such payment on or after the maturity or the date of payment, as the case may be, thereof (or, in the case of repayment, on or after the Payment Date), or modify the provisions of this Indenture with respect to the Notes;subordination of the Notes in a manner adverse to the Noteholders; or (bii) reduce the percentage in aggregate principal amount of the outstanding Notes necessary to modify Outstanding Notes, the consent of whose Noteholders is required for any such supplemental indenture, or amend this Indenture, to waive the consent of whose Noteholders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults Defaults hereunder and their consequences consequences, provided for in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor in respect of the due and punctual payments of principal and interest; or (diii) modify any of the provisions of this Section 9.02 or Section 6.07 or any of the requirements thereof for waiver of certain past Defaults or certain covenants5.4, except to increase the required any such percentage to effect the action or to provide that certain other provisions may of this Indenture cannot be modified or waived without the consent of the Holders of the Notes. each Noteholder affected thereby. (b) Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified receipt by the Issuer’s or Trustee of Board Resolutions and such other documentation as the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, Trustee may reasonably require and upon the filing with the Trustee of evidence of the consent Act of Noteholders as aforesaidsaid Noteholders, the Trustee shall join with the Issuer and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture affects or other instrument, as the Trustee’s own rightscase may be, duties or immunities under this Indenture or otherwise, in which case subject to the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. provisions of Sections 9.3 and 9.4. (c) It shall not be necessary for the consent any Act of the Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. (d) After a supplemental indenture or an amendment under this Section 9.1 becomes effective, the Issuer will mail to the Noteholders a notice briefly describing such amendment. The failure to give such notice to all Noteholders, or any defect therein, will not impair or affect the validity of an amendment or a supplemental indenture under this Section 9.1.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) Nine) of the Holders holders of not less than a majority in aggregate principal amount of the Notes at the time outstandingoutstanding as determined in accordance with Section 9.4, the IssuerCompany, when authorized by the resolutions of the Board of Directors, the Guarantor and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Notes; provided provided, however, that no such supplemental indenture shallshall (i) extend the fixed maturity of any Note, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof or premium, if any, thereon, or reduce any amount payable on redemption or repurchase thereof, or impair the right of any Noteholder to institute suit for the payment thereof, or make the principal thereof or interest or premium, if any, thereon payable in any coin or currency other than that provided in the Notes, or modify the provisions of this Indenture with respect to the subordination of the Notes in a manner adverse to the Noteholders in any material respect, or change the obligation of the Company to repurchase any Note upon the happening of a Fundamental Change in a manner adverse to the holder of Notes, or impair the right to convert the Notes subject to the terms set forth herein, including Section 15.6, or reduce the quorum or voting requirements of this Indenture or change any obligation of the Company to maintain an office or agency in the places and for the purposes specified in this Indenture, in each case, without the consent of the Holder holder of each Note so affected: (a) change the Stated Maturity of the principal of or any installment of interest on the Notes, reduce the principal amount of, or the rate or amount of interest on, or any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the Holders of the Notes, change the place of payment, or the coin or currency, for payment of principal of or interest on any Note or impair the right to institute suit for the enforcement of any payment on or with respect to the Notes; (bii) reduce the aforesaid percentage in principal amount of Notes, the outstanding Notes necessary holders of which are required to modify or amend this Indentureconsent to any such supplemental indenture, to waive compliance with certain provisions of this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor in respect of the due and punctual payments of principal and interest; or (d) modify any of this Section 9.02 or Section 6.07 or any of the requirements thereof for waiver of certain past Defaults or certain covenants, except to increase the required percentage to effect the action or to provide that certain other provisions may not be modified or waived without the consent of the Holders holders of the Notesall Notes then outstanding. Upon the written request of the IssuerCompany, accompanied by a copy of the resolutions of the Board of Directors certified by the Issuer’s or the General Partner’s its Secretary or Assistant Secretary and authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor Company in the execution of such supplemental indenture unless such supplemental 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 shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 11.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) 9) of the Holders holders of not less than at least a majority in aggregate principal amount of the Notes at the time outstanding, the IssuerCompany, when authorized by the resolutions of the Board of Directors, the Guarantor and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Notes; provided that no such supplemental indenture shallshall (i) extend the fixed maturity of any Note, (ii) reduce the rate or extend the time of payment of Interest thereon, (iii) reduce the principal amount thereof or reduce any amount payable on redemption or repurchase thereof, (iv) change the obligation of the Company to repurchase any Note at the option of a Noteholder on a Repurchase Date in a manner adverse to the holders of Notes, (v) change the obligation of the Company to repurchase any Note upon the happening of a Designated Event in a manner adverse to the holders of Notes, (vi) impair the right of any Noteholder to institute suit for the payment thereof, (vii) make the principal thereof or Interest thereon payable in any coin or currency other than that provided in the Notes, (viii) impair the right to convert the Notes into Common Stock or reduce the number of shares of Common Stock or any other property receivable by a Noteholder upon conversion subject to the terms set forth herein, including Section 15.06, in each case, without the consent of the Holder holder of each Note so affected: , (a) change the Stated Maturity of the principal of or any installment of interest on the Notes, reduce the principal amount of, or the rate or amount of interest on, or any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the Holders of the Notes, change the place of payment, or the coin or currency, for payment of principal of or interest on any Note or impair the right to institute suit for the enforcement of any payment on or with respect to the Notes; (b) reduce the percentage in principal amount of the outstanding Notes necessary to modify or amend this Indenture, to waive compliance with certain provisions of this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor in respect of the due and punctual payments of principal and interest; or (dix) modify any of the provisions of this Section 9.02 11.02 or Section 6.07 or any of the requirements thereof for waiver of certain past Defaults or certain covenants7.07, except to increase the required any such percentage to effect the action or to provide that certain other provisions may of this Indenture cannot be modified or waived without the consent of the Holders holder of each Note so affected, (x) change any obligation of the Company to maintain an office or agency in the places and for the purposes set forth in Section 5.02, (xi) reduce the quorum or voting requirements set forth in Article 10, (xii) make any change in Article 16 that adversely affects the rights of any Noteholder under Article 16 or (xiii) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all Notes then outstanding. Upon the written request of the IssuerCompany, accompanied by a copy of the resolutions of the Board of Directors certified by the Issuer’s or the General Partner’s its Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor Company in the execution of such supplemental indenture unless such supplemental 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 shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 11.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) 9) of the Holders holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, the IssuerCompany, when authorized by the resolutions of the Board of Directors, the Guarantor and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Notes; provided provided, however, that no such supplemental indenture shallshall (i) extend the fixed maturity of any Note, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof or premium, if any, thereon, or reduce any amount payable on redemption thereof, or impair the right of any Noteholder to institute suit for the payment thereof, or make the principal thereof or interest or premium, if any, thereon payable in any coin or currency other than that provided in the Notes, or change the obligation of the Company to redeem any Note upon the happening of a Fundamental Change in a manner adverse to the holder of Notes, or impair the right to convert the Notes pursuant to the terms set forth herein, including Section 15.06, in each case, without the consent of the Holder holder of each Note so affected: (a) change the Stated Maturity of the principal of or any installment of interest on the Notes, reduce the principal amount of, or the rate or amount of interest on, or any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the Holders of the Notes, change the place of payment, or the coin or currency, for payment of principal of or interest on any Note or impair the right to institute suit for the enforcement of any payment on or with respect to the Notes; (bii) reduce the aforesaid percentage in principal amount of Notes, the outstanding Notes necessary holders of which are required to modify or amend this Indentureconsent to any such supplemental indenture, to waive compliance with certain provisions of this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor in respect of the due and punctual payments of principal and interest; or (d) modify any of this Section 9.02 or Section 6.07 or any of the requirements thereof for waiver of certain past Defaults or certain covenants, except to increase the required percentage to effect the action or to provide that certain other provisions may not be modified or waived without the consent of the Holders holders of the Notesall Notes then outstanding. Upon the written request of the IssuerCompany, accompanied by a copy of the resolutions of the Board of Directors certified by the Issuer’s or the General Partner’s its Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 11.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) of the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, the Issuer, when authorized by the resolutions of the Board of Directors, the Guarantor and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or modifying in any manner the rights of the Holders of the Notes; provided that no such supplemental indenture shall, without the consent of the Holder of each Note so affected: (a) change the Stated Maturity of the principal of or any installment of interest on the Notes, reduce the principal amount of, or the rate or amount of interest on, or any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the Holders Holder of the Notes, change the place of payment, or the coin or currency, for payment of principal of or interest on any Note or impair the right to institute suit for the enforcement of any payment on or with respect to the Notes; (b) reduce the percentage in principal amount of the outstanding Notes necessary to modify or amend this Indenture, to waive compliance with certain provisions of this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor in respect of the due and punctual payments of principal and interest; or (d) modify any of this Section 9.02 or Section 6.07 or any of the requirements thereof for provisions relating to the waiver of certain past Defaults or certain covenants, except to increase the required percentage to effect the action or to provide that certain other provisions may not be modified or waived without the consent of the Holders of the Notes. Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the Issuer’s or the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) 8 hereof) of the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, the Issuer, when authorized by the resolutions of the Board of Directors, the Guarantor Guarantors and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or modifying in any manner the rights of the Holders of the Notes; provided provided, that no such supplemental indenture shall, without the consent of the Holder of each Note so affectedaffected thereby: (a) change the Stated Maturity of the principal of or any installment of interest on the Notes, reduce the principal amount of, or the rate or amount of interest on, or any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the Holders Holder of the Notes, change the place of payment, or the coin or currency, for payment of principal of or interest on any Note or impair the right to institute suit for the enforcement of any payment on or with respect to the Notes; (b) reduce the percentage in principal amount of the outstanding Notes necessary to modify or amend this Indenture, to waive compliance with certain provisions of this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor Guarantors in respect of the due and punctual payments of principal and interest; or (d) modify any of this Section 9.02 or Section 6.07 hereof or any of the requirements thereof for provisions relating to the waiver of certain past Defaults or certain covenants, except to increase the required percentage to effect the action or to provide that certain other provisions may not be modified or waived without the consent of the Holders of the Notes. Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the Issuer’s or the General Partner’s Secretary or Assistant Secretary Issuer authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor Guarantors in the execution of such supplemental indenture unless such supplemental 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 shall not be obligated to, enter into such supplemental indenture. The Trustee may rely on an Opinion of Counsel and Officers’ Certificate that such supplemental indenture is permitted by this Indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) Nine) of the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstandingOutstanding, the IssuerCompany, when authorized by the resolutions of the Board of Directors, the Guarantor and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders of the Notes; provided provided, however, that no such supplemental indenture shallshall (i) extend the fixed maturity of any Note, or reduce the rate or extend the time of payment of interest (including Liquidated Damages, if any) thereon, or reduce the principal amount thereof or premium, if any, thereon, or reduce any amount payable on redemption thereof, or impair the right of any Noteholder to institute suit for the payment thereof, or make the principal thereof or interest or premium, if any, thereon payable in any coin or currency other than that provided in the Notes, or change the obligation of the Company to redeem any Note upon the happening of a Fundamental Change in a manner adverse to the Noteholders, or impair the right to convert the Notes into Common Stock subject to the terms set forth herein, including Section 15.6, in each case, without the consent of the Holder of each Note so affected: , or (aii) change reduce the Stated Maturity aforesaid percentage of the principal of or any installment of interest on the Notes, reduce the principal amount of, or the rate or amount of interest on, or any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the Holders of the Noteswhich are required to consent to any such supplemental indenture, change the place of payment, or the coin or currency, for payment of principal of or interest on any Note or impair the right to institute suit for the enforcement of any payment on or with respect to the Notes; (b) reduce the percentage in principal amount of the outstanding Notes necessary to modify or amend this Indenture, to waive compliance with certain provisions of this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor in respect of the due and punctual payments of principal and interest; or (d) modify any of this Section 9.02 or Section 6.07 or any of the requirements thereof for waiver of certain past Defaults or certain covenants, except to increase the required percentage to effect the action or to provide that certain other provisions may not be modified or waived without the consent of the Holders of the Notesall Notes then Outstanding. Upon the written request of the IssuerCompany, accompanied by a copy of the resolutions of the Board of Directors certified by the Issuer’s or the General Partner’s its Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor Company in the execution of such supplemental indenture unless such supplemental 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 shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 11.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) 10) of the Holders holders of not less than at least a majority in aggregate principal amount of the Notes at the time outstanding, the IssuerCompany, when authorized by the resolutions of the Board of Directors, the Guarantor and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or modifying in any manner the rights of the Holders holders of the Notes; provided that no such supplemental indenture shall, without the consent of the Holder holder of each Note so affected: (ai) change extend the Stated Maturity fixed maturity of any Note; (ii) reduce the principal rate or extend the time for payment of or any installment of interest on the Notesinterest, thereon; (iii) reduce the principal amount ofthereof or premium, or the rate or if any, thereon; (iv) reduce any amount of interest on, or any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the Holders of the Notes, change the place of payment, or the coin or currency, for payment of principal of or interest on any Note or repurchase thereof; (v) impair the right of any Noteholder to institute suit for the enforcement of payment thereof; (vi) make the principal thereof or interest, or premium, if any, thereon payable in any payment on coin or with respect to currency other than that provided in the Notes; (bvii) reduce change the percentage in principal amount obligation of the outstanding Company to repurchase any Note called for redemption on a redemption date in a manner adverse to the holders of Notes; (viii) change the obligation of the Company to repurchase any Note upon the happening of a Fundamental Change in a manner adverse to the holders of Notes; (ix) change the obligation of the Company to repurchase any Note at the option of a holder on a Repurchase Date in a manner adverse to the holders of Notes; (x) adversely affect the right of a holder to convert Notes necessary to modify or amend this Indenture, to waive compliance with certain provisions of this Indenture or certain defaults and their consequences provided in this Indenture, into Common Stock or to reduce the requirements number of quorum shares of Common Stock or change voting requirements any other property receivable upon conversion subject to the terms set forth in this Indentureherein, including Section 16.06; (cxi) modify or affect adversely modify, in any manner adverse to material respect, the Holders subordination provisions hereof, in each case, without the terms and conditions consent of the obligations holder of the Issuer each Note so affected, or the Guarantor in respect of the due and punctual payments of principal and interest; or (d) modify any of the provisions of this Section 9.02 12.02 or Section 6.07 or any of the requirements thereof for waiver of certain past Defaults or certain covenants8.07, except to increase the required any such percentage to effect the action or to provide that certain other provisions may of this Indenture cannot be modified or waived without the consent of the Holders holder of each Note so affected; (xii) change any obligation of the Company to maintain an office or agency in the places and for the purposes set forth in Section 6.01; (xiii) adversely modify in any material respect the subordination provisions in Article 4; or (xiv) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all Notes then outstanding. Upon the written request of the IssuerCompany, accompanied by a copy of the resolutions of the Board of Directors certified by the Issuer’s or the General Partner’s Company's Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor Company in the execution of such supplemental indenture unless such supplemental 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 shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 12.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) 10) of the Holders holders of not less than at least a majority in aggregate principal amount of the Notes at the time outstandingOutstanding, the IssuerCompany, when authorized by the resolutions a resolution of the its Board of Directors, the Guarantor and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Notes; provided that no such supplemental indenture shallthat, without the consent of the Holder holders of each Note so affected: all Notes then Outstanding, no such supplemental indenture shall (a) change extend the Stated Maturity fixed maturity of any Note, (b) reduce the principal rate or extend the time for payment of Interest or any installment of interest on the NotesAdditional Amounts, if any, thereon, (c) reduce the principal amount ofthereof, (d) reduce any amount payable upon redemption or repurchase thereof, (e) change the rate or amount of interest on, or any premium payable on redemption of, the Notes, or adversely affect any right of repayment obligation of the Holders Company to redeem any Note on a redemption date in a manner adverse to the holders of the Notes, (f) change the place obligation of payment, or the coin or currency, for payment of principal of or interest on Company to repurchase any Note on a Repurchase Date in a manner adverse to the holders of the Notes, (g) change the obligation of the Company to repurchase any Note upon the happening of a Fundamental Change in a manner adverse to the holders of the Notes, (h) reduce the amount of the Additional Shares or otherwise impair the right of a holder to receive the Additional Shares due on any Note, (i) impair the right of any Note holder to institute suit for the enforcement payment thereof, (j) make the principal thereof, Interest thereon, or Additional Amounts, if any, thereon, payable in any coin or currency other than that provided in the Notes, (k) impair the right of any payment on Noteholder to convert any Note or with respect to reduce the amount of cash, the number of shares of Common Stock or amount of other property receivable upon conversion of the Notes; , (bl) reduce the percentage in principal amount of the outstanding Notes necessary to modify or amend this Indenture, to waive compliance with certain provisions of this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; Article 11, (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor in respect of the due and punctual payments of principal and interest; or (dm) modify any of this the provisions of Section 9.02 12.02 or Section 6.07 or any of the requirements thereof for waiver of certain past Defaults or certain covenants8.07, except to increase the required any such percentage to effect the action or to provide that certain other provisions may of this Indenture cannot be modified or waived without the consent of the Holders holder of each Note so affected, (n) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture, or (o) modify Article 4 in a manner that materially adversely affects the holders of the Notes. Notwithstanding the foregoing, if the Company has made the irrevocable election set forth in Section 17.02(d), with the consent of the holders of a majority of the aggregate principal amount of the Notes at the time Outstanding, the Company, when authorized by a resolution of its Board of Directors, and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of modifying Section 17.02 such that, from and after the date of such modification or amendment, the Company shall have the ability to satisfy the Conversion Obligation upon conversion of a Note in cash, Common Stock or any combination thereof; provided, however, that the Company may, without the consent of the holders, (i) increase the percentage of such holders required to approve the amendment or modification set forth in this paragraph or (ii) eliminate the Company's right to implement any such amendment or modification. Upon the written request of the IssuerCompany, accompanied by a copy of the resolutions of the Board of Directors of the Company certified by the Issuer’s or the General Partner’s its Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor Company in the execution of such supplemental indenture unless such supplemental 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 shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 12.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) of the Holders holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, the IssuerCompany, when authorized by the resolutions of the Board of Directors, the Guarantor and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Notes; provided PROVIDED that no such supplemental indenture shall, without the consent of the Holder of each Note so affected: shall (ai) change the Stated Maturity fixed maturity of any Note or reduce the principal rate or change the time of or any installment payment of interest on the Notes, thereon or reduce the principal amount of, thereof or the rate or reduce any amount of interest on, or any premium payable on redemption of, or repurchase thereof or impair the right of any Noteholder to institute suit for the payment thereof or make the principal thereof or interest thereon payable in any coin or currency or payable at any place other than that provided in this Indenture or the Notes, or adversely affect any right of repayment change the obligation of the Holders Company to redeem any Note on a redemption date in a manner adverse to the holders of Notes or change the obligation of the Notes, Company to redeem any Note upon the happening of a Designated Event in a manner adverse to the holders of Notes or change the place obligation of payment, or the coin or currency, for payment of principal of or interest on Company to repurchase any Note on a Repurchase Date in a manner adverse to the holders of Notes or reduce the Conversion Rate, otherwise than in accordance with the terms of this Indenture, or impair the right to institute suit for convert the enforcement of any payment on or with respect Notes into Common Stock subject to the Notes; (b) terms set forth herein, including Section 14.06 or reduce the percentage in principal amount quorum or the voting requirements under the Indenture, or modify any of the outstanding Notes necessary to modify or amend this Indenture, to waive compliance with certain provisions of this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor in respect of the due and punctual payments of principal and interest; or (d) modify any of this Section 9.02 10.02 or Section 6.07 or any of the requirements thereof for waiver of certain past Defaults or certain covenants6.07, except to increase the required any such percentage to effect the action or to provide that certain other provisions may of this Indenture cannot be modified or waived without the consent of the Holders holder of each Note so affected, or change any obligation of the Company to maintain an office or agency in the places and for the purposes set forth in Section 4.01, in each case, without the consent of the holder of each Note so affected or (ii) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture or to waive any past Event of Default, without the consent of the holders of all Notes affected thereby. Upon the written request of the IssuerCompany, accompanied by a copy of the resolutions of the Board of Directors certified by the Issuer’s or the General Partner’s its Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor Company in the execution of such supplemental indenture unless such supplemental 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 shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 10.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) of the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, the IssuerCompany, when authorized by the resolutions of the Board of Directors, the Guarantor Issuer and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or modifying in any manner the rights of the Holders of the Notes; provided that no such supplemental indenture shall, without the consent of the Holder of each Note so affected: (a) change the Stated Maturity Date of the principal of or any installment of interest on the Notes, reduce the principal amount of, or the rate or amount of interest on, or any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the Holders Holder of the Notes, change the place of payment, or the coin or currency, for payment of principal of or interest on any Note or impair the right to institute suit for the enforcement of any payment on or with respect to the Notes; (b) reduce the percentage in principal amount of the outstanding Notes necessary to modify or amend this IndentureIndenture as provided in this Section 9.02, to waive compliance with certain provisions of this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders of the Notes the terms and conditions of the obligations of the Issuer or the Guarantor Company in respect of the due and punctual payments of principal and interest; or; (d) modify any of this Section 9.02 or Section 6.07 or any of the requirements thereof for provisions relating to the waiver of certain past Defaults defaults or certain covenants, except to increase the required percentage to effect the action or to provide that certain other provisions may not be modified or waived without the consent of the Holders of the Notes; (e) change the ranking of the Notes; (f) modify the provisions of Section 3.05 in a manner adverse to the Holders of the Notes, including the Issuer’s obligation to repurchase the Notes following a Designated Event; or (g) adversely affect the rights of Holders of the Notes contained in Section 13.01 of this Indenture. Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the Issuer’s or the General PartnerCompany’s Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) VIII) of the Holders holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, the IssuerCompany, when authorized by the resolutions of the Board of Directors, the Guarantor and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Notes; provided that no such supplemental indenture shall, without shall (i) extend the consent fixed maturity of any Note or reduce the Holder rate or extend the time of each Note so affected: (a) change the Stated Maturity of the principal of or any installment payment of interest on the Notes, or Additional Interest thereon or reduce the principal amount ofthereof or premium, if any, thereon or the rate or reduce any amount of interest on, or any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the Holders of the Notes, change the place of payment, or the coin or currency, for payment of principal of or interest on any Note repurchase thereof or impair the right of any Noteholder to institute suit for the enforcement of payment thereof or make the principal thereof or interest or Additional Interest or premium, if any, thereon payable in any payment on coin or with respect to the Notes; (b) reduce the percentage currency or payable at any place other than that provided in principal amount of the outstanding Notes necessary to modify or amend this Indenture, to waive compliance with certain provisions of this Indenture or certain defaults and their consequences provided in this Indenturethe Notes, or change the obligation of the Company to reduce the requirements of quorum or change voting requirements set forth redeem any Note on a Redemption Date in this Indenture; (c) modify or affect in any a manner adverse to the Holders holders of Notes or change the terms and conditions obligation of the obligations Company to redeem any Note upon the happening of a Change of Control Triggering Event in a manner adverse to the holders of Notes or change the obligation of the Issuer Company to repurchase any Note upon the happening of a Special Mandatory Redemption Triggering Event in a manner adverse to the holders of Notes or reduce the quorum or the Guarantor in respect of voting requirements under the due and punctual payments of principal and interest; or (d) Indenture, or modify any of the provisions of this Section 9.02 10.02 or Section 6.07 or any of the requirements thereof for waiver of certain past Defaults or certain covenants6.07, except to increase the required any such percentage to effect the action or to provide that certain other provisions may of this Indenture cannot be modified or waived without the consent of the Holders holder of each Note so affected, or change any obligation of the Company to maintain an office or agency in the places and for the purposes set forth in Section 4.01, in each case, without the consent of the holder of each Note so affected or (ii) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture or to waive any past Event of Default, without the consent of the holders of all Notes affected thereby. Upon Subject to Section 10.05, upon the written request of the IssuerCompany, accompanied by a copy of the resolutions of the Board of Directors certified by the Issuer’s or the General Partner’s its Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 10.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. With (a) The Issuer (subject to the terms of the Trust Agreement) and the Indenture Trustee, when authorized by an Issuer Order, may with prior notice to the Rating Agency and with the consent (evidenced as provided in Article 8) of the Holders of not less than a majority in aggregate principal amount of the Outstanding Amount of each class of Notes at affected (by Act of such Noteholders delivered to the time outstanding, the Issuer, when authorized by the resolutions of the Board of Directors, the Guarantor Issuer and the Trustee may, from time to time and at any timeIndenture Trustee), enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to provision to, or changing in any manner or eliminating any of the provisions of provision of, this Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders of the NotesNoteholders under this Indenture; provided provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note so affectedaffected thereby: (ai) change the Stated Maturity date of the distribution of any installment of principal of or any installment of interest on the Notesany Note, or reduce the principal amount ofPrincipal Balance thereof, the interest applicable thereto or the Redemption Price with respect thereto, change the provision of this Indenture relating to the application of collections on, or the rate or amount proceeds of interest on, or any premium payable on redemption the sale of, the NotesTrust Estate, or adversely affect any right of repayment of the Holders of the Notes, change the place of payment, or the coin or currency, for to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provision of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any payment such amount due on the Notes on or with respect to after the Notesrespective due date thereof (or, in the case of redemption, on or after the Redemption Date); (bii) reduce the percentage in principal amount of the outstanding Notes necessary to modify Outstanding Amount of the Notes, the consent of the Holders of which is required for any such supplemental indenture, or amend this Indenture, to waive the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth for in this Indenture; (ciii) modify or affect in any manner adverse alter the provisions of the proviso to the Holders the terms and conditions definition of the obligations term "Outstanding"; (iv) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 5.4 if the proceeds of such sale would be insufficient to pay the Principal Balance of and accrued but unpaid interest on the Outstanding Notes; (v) reduce the percentage of the Outstanding Amount of the Notes required to amend the sections of this Indenture which specify the aggregate Principal Balance of the Notes necessary to amend this Indenture or the Guarantor in Basic Documents; (vi) permit the creation of any Lien ranking prior to or on a parity with the Lien of this Indenture with respect to any part of the due and punctual payments Trust Estate or, except as otherwise permitted or contemplated herein, terminate the Lien of principal and interestthis Indenture on any property at any time subject hereto or deprive any Noteholder of the security provided by the Lien of this Indenture; or (dvii) modify any of the provisions of this Section 9.02 or Section 6.07 or any Indenture if the modification affects the calculation of the requirements thereof amount of any payment of interest or principal due and payable on any Note on any Distribution Date or affects the rights of the Noteholders of any Class to the benefit of any provisions for waiver the mandatory redemption of certain past Defaults Notes of that Class. (b) The Indenture Trustee may in its discretion determine whether or certain covenants, except to increase the required percentage to effect the action or to provide not any Notes would be affected (such that certain other provisions may not be modified or waived without the consent of the Holders Holder of each would be required) by any supplemental indenture proposed pursuant to this Section 9.2, and any such determination shall be conclusive upon all the Noteholders, whether authenticated and delivered thereunder before or after the date upon which such supplemental indenture becomes effective. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) It shall be sufficient if an Act of Noteholders approves the substance, but not the form, of any proposed supplemental indenture. (d) Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.2, the Indenture Trustee shall mail to the Rating Agency and the Noteholders to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Notes. Upon Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the Issuer’s or the General Partner’s Secretary or Assistant Secretary authorizing the execution validity of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8) Nine) of the Holders holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, the IssuerCompany, when authorized by the resolutions of the Board of Directors, the Guarantor and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Notes; provided provided, however, that no such supplemental indenture shallshall (i) extend the fixed maturity of any Note, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof or premium, if any, thereon, or reduce any amount payable on redemption thereof, or impair the right of any Noteholder to institute suit for the payment thereof, or make the principal thereof or interest or premium, if any, thereon payable in any coin or currency other than that provided in the Notes, or modify the provisions of this Indenture with respect to the subordination of the Notes in a manner adverse to the Noteholders in any material respect, or change the obligation of the Company to redeem any Note upon the happening of a Fundamental Change in a manner adverse to the holder of Notes, or impair the right to convert the Notes into Common Stock subject to the terms set forth herein, including Section 15.6, in each case, without the consent of the Holder holder of each Note so affected: affected or (a) change the Stated Maturity of the principal of or any installment of interest on the Notes, reduce the principal amount of, or the rate or amount of interest on, or any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the Holders of the Notes, change the place of payment, or the coin or currency, for payment of principal of or interest on any Note or impair the right to institute suit for the enforcement of any payment on or with respect to the Notes; (bii) reduce the aforesaid percentage in principal amount of Notes, the outstanding Notes necessary holders of which are required to modify or amend this Indentureconsent to any such supplemental indenture, to waive compliance with certain provisions of this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor in respect of the due and punctual payments of principal and interest; or (d) modify any of this Section 9.02 or Section 6.07 or any of the requirements thereof for waiver of certain past Defaults or certain covenants, except to increase the required percentage to effect the action or to provide that certain other provisions may not be modified or waived without the consent of the Holders holders of the Notesall Notes then outstanding. Upon the written request of the IssuerCompany, accompanied by a copy of the resolutions of the Board of Directors certified by the Issuer’s or the General Partner’s its Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor Company in the execution of such supplemental indenture unless such supplemental 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 shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 9.02 11.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.