Common use of With Consent of Securityholders Clause in Contracts

With Consent of Securityholders. The Issuers may amend this Indenture or the Securities without notice to any Securityholder but with the written consent of the Securityholders of at least a majority in principal amount of the Securities then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities). However, without the consent of each Securityholder affected, an amendment may not: (1) reduce the principal amount of Securities whose Securityholders must consent to an amendment; (2) reduce the rate of or extend the time for payment of interest on any Security; (3) reduce the principal of or extend the Stated Maturity of any Security; (4) reduce the premium payable upon the redemption or repurchase of any Security or change the time at which any Security may or shall be redeemed or repurchased as described under Section 3.7, Section 3.9 and Article V; (5) make any Security payable in currency other than that stated in the Security; (6) impair the right of any Securityholder to receive payment of principal of, premium, if any, and interest on such Securityholder’s Securities on or after the due dates therefor (other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for the enforcement of any payment on or with respect to such Securityholder’s Securities; or (7) make any change to the amendment provisions which require each Securityholder’s consent or to the waiver provisions. It shall not be necessary for the consent of the Securityholders under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. A consent to any amendment or waiver under this Indenture by any Securityholder of the Securities given in connection with a tender of such Securityholder’s Securities will not be rendered invalid by such tender. After an amendment under this Section becomes effective, the Issuers shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Securityholders. The Issuers Subject to Section 8.07 hereof, the Company and the Trustee may amend or supplement this Indenture or the Securities without notice to any Securityholder but with the written consent (including consents obtained in connection with any tender or exchange offer for Securities) of the Securityholders of at least a majority in principal amount of the then-outstanding Securities. Subject to Sections 8.04 and 8.07 hereof, the Securityholders of a majority in principal amount of the Securities then outstanding may also by their written consent (including, without limitation, including consents obtained in connection with a purchase of, or any tender offer or exchange offer for, for Securities)) waive any existing Default as provided in Section 8.04 or waive compliance in a particular instance by the Company with any provision of this Indenture or the Securities. However, without the consent of each Securityholder affected, an amendment amendment, supplement or waiver under this Section may not:not (with respect to any Securities held by a nonconsenting Securityholder): (1a) reduce the principal amount of Securities whose Securityholders must consent to an amendment, supplement or waiver; (2b) reduce the rate of or extend change the time for payment of interest on any Security; (3c) reduce the principal of or extend change the Stated Maturity of any Security; (4) reduce the premium payable upon the redemption or repurchase fixed maturity of any Security or change alter the time at which any Security may or shall be redeemed or repurchased as described under Section 3.7, Section 3.9 and Article Vredemption provisions with respect thereto; (5d) make any Security payable in currency money other than that stated in the Security; (6e) impair make any change in Section 8.04, 8.07 or 11.02 hereof (this sentence); (f) waive a default in the right of any Securityholder to receive payment of principal of, premium, if any, and or interest on such Securityholder’s Securities on or after the due dates therefor (other than as provided in Section 8.04); (g) waive a repurchase required under Section 3.7 or Section 3.9redemption payment payable on any Security; (h) or make any change that impairs the right of Securityholders to institute suit for convert Securities into Common Stock of the enforcement of any payment on or with respect to such Securityholder’s SecuritiesCompany; or (7i) make any change modify the conversion or subordination provisions set forth in Article V and Article VI, respectively, in a manner adverse to the amendment provisions which require each Securityholder’s consent or to holders of the waiver provisionsSecurities. It shall not be necessary for the To secure a consent of the Securityholders under this Section 11.02, it shall not be necessary for the Securityholders to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. A An amendment under this Section may not make any change that adversely affects the rights under Article VI of any holder of Senior Debt then outstanding unless the holders of such Senior Debt (or any group or Representative thereof authorized to give a consent) consent to such change. Neither the Company nor any of its Subsidiaries shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any holder of Securities or as an inducement to any consent, waiver or amendment of any of the terms or waiver under provisions of this Indenture by any Securityholder or the Securities unless such consideration is offered to be paid or agreed to be paid to all holders of the Securities given that consent, waive or agree to amend in connection with a tender of the time frame set forth in the solicitation documents relating to such Securityholder’s Securities will not be rendered invalid by such tenderconsent, waiver or agreement. After an amendment amendment, supplement or waiver under this Section becomes effective, the Issuers Company shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, the amendment or any defect therein, shall not impair or affect the validity of an amendment under this Sectionwaiver.

With Consent of Securityholders. The Issuers may amend this Indenture or With the Securities without notice to any Securityholder but with the written consent (evidenced as provided in Section 7.01) of the Securityholders holders of at least a majority in aggregate principal amount of the Securities then outstanding (includingat the time outstanding, without limitationthe Company, consents obtained when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in connection with a purchase ofany manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the holders of the Securities; provided, or tender offer or exchange offer forhowever, Securities). However, that no such amendment shall without the consent of the holders of each Securityholder affectedSecurity then outstanding and affected thereby (i) change the Maturity Date of any Security, an amendment may not: or reduce the rate of interest (1including Compounded Interest) or extend the time of payment of interest thereon (except as contemplated by Section 2.13), or reduce the principal amount thereof or the amount of Securities whose Securityholders must consent to an amendment; (2) premium thereon, if any, or reduce the rate of any amount payable on redemption thereof, or extend the time for payment of interest on any Security; (3) reduce make the principal of thereof or extend the Stated Maturity of any Security; (4) reduce the interest or premium payable upon the redemption or repurchase of any Security or change the time at which any Security may or shall be redeemed or repurchased as described under Section 3.7, Section 3.9 and Article V; (5) make any Security thereon payable in any coin or currency other than that stated provided in the Security; (6) Securities, or impair or affect the right of any Securityholder to receive payment of principal of, premium, if any, and interest on such Securityholder’s Securities on or after the due dates therefor (other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for payment thereof [or adversely affect the enforcement right to convert such Security as provided in Article XIII], (ii) modify the provisions of any payment on or this Indenture with respect to such Securityholder’s Securities; or (7) make any change the subordination of the Securities in a manner adverse to the holders of Securities, (iii) reduce the aforesaid percentage of Securities the holders of which are required to consent to any such amendment to the Indenture, or the consent of whose holders is required for any waiver (of compliance with certain provisions which require each Securityholder’s consent of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture or (iv) modify any of the provisions of the first paragraph of this Section 9.02, or the second sentence of Section 5.07, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the waiver provisionsconsent of the holder of each outstanding Security affected thereby; provided, however, that if the Securities are held by the Trust, such amendment shall not be effective until the holders of a majority in liquidation amount of Trust Securities shall have consented to such amendment; provided, further, that if the consent of the holder of each outstanding Security is required, such amendment shall not be effective until each holder of the Trust Securities shall have consented to such amendment. Upon the request of the Company accompanied by a copy of a resolution of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any supplemental indenture affecting such amendment, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or 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. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the Securityholders as their names and addresses appear upon the Security Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.02 to approve the particular form of any proposed amendmentsupplemental indenture, but it shall be sufficient if such consent approves shall approve the substance thereof. A consent to any amendment or waiver under this Indenture by any Securityholder of the Securities given in connection with a tender of such Securityholder’s Securities will not be rendered invalid by such tender. After an amendment under this Section becomes effective, the Issuers shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Securityholders. The Issuers may amend this Indenture or With the Securities without notice to any Securityholder but with the written consent (evidenced as provided in Section 7.01) of the Securityholders holders of at least a majority in aggregate principal amount of the Securities then outstanding (includingat the time outstanding, without limitationthe Corporation, consents obtained when authorized by a Board Resolution, and the Debenture Trustee may from time to time and at any time amend this Indenture for the purpose of adding any provisions to or changing in connection with a purchase ofany manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the holders of the Securities; provided, or tender offer or exchange offer forhowever, Securities). Howeverthat no such amendment -------- ------- shall, without the consent of the holders of each Securityholder affectedSecurity then outstanding and affected thereby (i) change the Maturity Date of any Security, an amendment may not: or reduce the rate or extend the time of payment of interest thereon (1) except as contemplated by Article XVI), or reduce the principal amount of Securities whose Securityholders must consent to an amendment; (2) reduce the rate of thereof, or extend the time for payment of interest on change any Security; (3) reduce prepayment provisions, or make the principal of thereof or extend the Stated Maturity of any Security; (4) reduce the premium payable upon the redemption or repurchase of any Security or change the time at which any Security may or shall be redeemed or repurchased as described under Section 3.7, Section 3.9 and Article V; (5) make any Security interest thereon payable in any coin or currency other than that stated in the Security; (6) U.S. dollars, or impair or affect the right of any Securityholder to receive payment of principal of, premium, if any, and interest on such Securityholder’s Securities on or after the due dates therefor (other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for payment thereof, or (ii) reduce the enforcement aforesaid percentage of Securities, the holders of which are required to consent to any such amendment to the Indenture; provided, however, that if -------- ------- the Securities are held by the Trust, such amendment shall not be effective until the holders of a majority in liquidation amount of Trust Securities shall have consented to such amendment; provided, further, that if the consent of the -------- ------- holder of each outstanding Security is required, such amendment shall not be effective until each holder of the Trust Securities shall have consented to such amendment. Upon the request of the Corporation accompanied by a copy of a resolution of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any payment on supplemental indenture effecting such amendment, and upon the filing with the Debenture Trustee of evidence of the consent of Securityholders as aforesaid, the Debenture Trustee shall join with the Corporation in the execution of such supplemental indenture unless such supplemental indenture affects the Debenture Trustee's own rights, duties or with respect to immunities under this Indenture or otherwise, in which case the Debenture Trustee may in its discretion, but shall not be obligated to, enter into such Securityholder’s Securities; or (7) make supplemental indenture. Promptly after the execution by the Corporation and the Debenture Trustee of any change supplemental indenture pursuant to the amendment provisions which require each Securityholder’s consent or of this Section, the Debenture Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Corporation, setting forth in general terms the substance of such supplemental indenture, to the waiver provisionsSecurityholders as their names and addresses appear upon the Security Register. Any failure of the Debenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.02 to approve the particular form of any proposed amendmentsupplemental indenture, but it shall be sufficient if such consent approves shall approve the substance thereof. A consent to any amendment or waiver under this Indenture by any Securityholder of the Securities given in connection with a tender of such Securityholder’s Securities will not be rendered invalid by such tender. After an amendment under this Section becomes effective, the Issuers shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Securityholders. The Issuers may amend this Indenture or With the Securities without notice to any Securityholder but with the written consent (evidenced as provided in Section 7.01) of the Securityholders holders of at least a majority in aggregate principal amount of the Securities then outstanding (includingat the time outstanding, without limitationthe Company, consents obtained when authorized by a Board Resolution, and the Trustee may from time to time and at any time amend this Indenture for the purpose of adding any provisions to or changing in connection with a purchase ofany manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the holders of the Securities; provided, or tender offer or exchange offer forhowever, Securities). However, that no such amendment shall -------- without the consent of the holders of each Securityholder affectedSecurity then outstanding and affected hereby (i) extend the Maturity Date of any Security, an amendment may not: or reduce the rate or extend the time of payment of interest thereon (1) except as contemplated by Article XVI), or reduce the principal amount thereof (including in the case of Securities whose Securityholders must consent to an amendment; (2) a discounted Security the amount payable thereon in the event of acceleration or the amount provable in bankruptcy), or reduce the rate of any amount payable on redemption thereof, or extend the time for payment of interest on any Security; (3) reduce make the principal of thereof or extend the Stated Maturity of any Security; (4) reduce the interest or premium payable upon the redemption or repurchase of any Security or change the time at which any Security may or shall be redeemed or repurchased as described under Section 3.7, Section 3.9 and Article V; (5) make any Security thereon payable in any coin or currency other than that stated provided in the Security; (6) Securities, or impair or affect the right of any Securityholder to receive payment of principal of, premium, if any, and interest on such Securityholder’s Securities on or after the due dates therefor (other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for payment thereof, or (ii) reduce the enforcement aforesaid percentage of Securities the holders of which are required to consent to any such amendment to this Indenture, provided, -------- however, that if the Securities are held by New South Capital Trust, such ------- amendment shall not be effective until the holders of a majority in liquidation amount of Trust Securities shall have consented to such amendment; provided, -------- further, that if the consent of the holder of each outstanding Security is ------- required, such amendment shall not be effective until each holder of the Trust Securities shall have consented to such amendment. Upon the request of the Company accompanied by a copy of a resolution of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any payment on supplemental indenture affecting such amendment, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or with respect to immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such Securityholder’s Securities; or (7) make supplemental indenture. Promptly after the execution by the Company and the Trustee of any change supplemental indenture pursuant to the amendment provisions which require each Securityholder’s consent or of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the waiver provisionsSecurityholders as their names and addresses appear upon the Security Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.02 to approve the particular form of any proposed amendmentsupplemental indenture, but it shall be sufficient if such consent approves shall approve the substance thereof. A consent to any amendment or waiver under this Indenture by any Securityholder of the Securities given in connection with a tender of such Securityholder’s Securities will not be rendered invalid by such tender. After an amendment under this Section becomes effective, the Issuers shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Securityholders. The Issuers may amend this Indenture or With the Securities without notice to any Securityholder but with the written consent (evidenced as provided in Section 7.01) of the Securityholders holders of at least a majority in aggregate principal amount of the Securities then outstanding (includingat the time outstanding, without limitationthe Company, consents obtained when authorized by a Board Resolution, and the Trustee may from time to time and at any time amend the Indenture for the purpose of adding any provisions to or changing in connection with a purchase ofany manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the holders of the Securities; provided, or tender offer or exchange offer forhowever, Securities). However, that no such amendment shall without the consent of the holders of each Securityholder affectedSecurity then outstanding and affected thereby (i) extend the Maturity Date of any Security, an amendment may not: or reduce the rate or extend the time of payment of interest thereon (1) except as contemplated by Article XVI), or reduce the principal amount of Securities whose Securityholders must consent to an amendment; (2) thereof, or reduce the rate of any amount payable on redemption thereof, or extend the time for payment of interest on any Security; (3) reduce make the principal of thereof or extend the Stated Maturity of any Security; (4) reduce the interest or premium payable upon the redemption or repurchase of any Security or change the time at which any Security may or shall be redeemed or repurchased as described under Section 3.7, Section 3.9 and Article V; (5) make any Security thereon payable in any coin or currency other than that stated provided in the Security; (6) Securities, or impair or affect the right of any Securityholder to receive payment of principal of, premium, if any, and interest on such Securityholder’s Securities on or after the due dates therefor (other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for payment thereof, or (ii) reduce the enforcement aforesaid percentage of Securities the holders of which are required to consent to any such amendment to the Indenture, provided, however, that if the Securities are held by HUBCO Capital Trust, such amendment shall not be effective until the holders of a majority in liquidation amount of Trust Securities shall have consented to such amendment; provided, further, that if the consent of the holder of each outstanding Security is required, such amendment shall not be effective until each holder of the Trust Securities shall have consented to such amendment. Upon the request of the Company accompanied by a copy of a resolution of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any payment on supplemental indenture affecting such amendment, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or with respect to immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such Securityholder’s Securities; or (7) make supplemental indenture. Promptly after the execution by the Company and the Trustee of any change supplemental indenture pursuant to the amendment provisions which require each Securityholder’s consent or of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the waiver provisionsSecurityholders as their names and addresses appear upon the Security Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.02 to approve the particular form of any proposed amendmentsupplemental indenture, but it shall be sufficient if such consent approves shall approve the substance thereof. A consent to any amendment or waiver under this Indenture by any Securityholder of the Securities given in connection with a tender of such Securityholder’s Securities will not be rendered invalid by such tender. After an amendment under this Section becomes effective, the Issuers shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Securityholders. The Issuers may amend this Indenture or With the Securities without notice to any Securityholder but with the written consent (evidenced as provided in Section 7.01) of the Securityholders holders of at least a majority in aggregate principal amount of the Securities then outstanding (includingat the time outstanding, without limitationthe Company, consents obtained when authorized by a Board Resolution, and the Trustee may from time to time and at any time amend this Indenture for the purpose of adding any provisions to or changing in connection with a purchase ofany manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the holders of the Securities; provided, or tender offer or exchange offer forhowever, Securities). However, that no such amendment shall without the consent -------- of the holders of each Securityholder affectedSecurity then outstanding and affected hereby (i) extend the Maturity Date of any Security, an amendment may not: or reduce the rate or extend the time of payment of interest thereon (1) except as contemplated by Article XVI), or reduce the principal amount thereof (including in the case of Securities whose Securityholders must consent to an amendment; (2) a discounted Security the amount payable thereon in the event of acceleration or the amount provable in bankruptcy), or reduce the rate of any amount payable on redemption thereof, or extend the time for payment of interest on any Security; (3) reduce make the principal of thereof or extend the Stated Maturity of any Security; (4) reduce the interest or premium payable upon the redemption or repurchase of any Security or change the time at which any Security may or shall be redeemed or repurchased as described under Section 3.7, Section 3.9 and Article V; (5) make any Security thereon payable in any coin or currency other than that stated provided in the Security; (6) Securities, or impair or affect the right of any Securityholder to receive payment of principal of, premium, if any, and interest on such Securityholder’s Securities on or after the due dates therefor (other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for payment thereof, or (ii) reduce the enforcement aforesaid percentage of Securities the holders of which are required to consent to any such amendment to this Indenture, provided, however, that if -------- ------- the Securities are held by Vesta Capital Trust, such amendment shall not be effective until the holders of a majority in liquidation amount of Trust Securities shall have consented to such amendment; provided, further, that if -------- ------- the consent of the holder of each outstanding Security is required, such amendment shall not be effective until each holder of the Trust Securities shall have consented to such amendment. Upon the request of the Company accompanied by a copy of a resolution of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any payment on supplemental indenture affecting such amendment, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or with respect to immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such Securityholder’s Securities; or (7) make supplemental indenture. Promptly after the execution by the Company and the Trustee of any change supplemental indenture pursuant to the amendment provisions which require each Securityholder’s consent or of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the waiver provisionsSecurityholders as their names and addresses appear upon the Security Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.02 to approve the particular form of any proposed amendmentsupplemental indenture, but it shall be sufficient if such consent approves shall approve the substance thereof. A consent to any amendment or waiver under this Indenture by any Securityholder of the Securities given in connection with a tender of such Securityholder’s Securities will not be rendered invalid by such tender. After an amendment under this Section becomes effective, the Issuers shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Securityholders. The Issuers Issuer, any Guarantor and the Trustee, as applicable, may amend this Indenture or the Securities without notice to any Securityholder but with the written consent of the Securityholders Holders of at least a majority in principal amount of the Securities then outstanding (includingSecurities. Upon the request of the Issuer, without limitationaccompanied by a resolution of the Boards of Directors of the Issuer and each Guarantor, consents obtained in connection as the case may be, authorizing the execution of any such supplemental indenture or amendment, and upon the filing with a purchase of, or tender offer or exchange offer for, Securities). However, without the Trustee of evidence satisfactory to the Trustee of the consent of each Securityholder affectedthe Securityholders as aforesaid, an amendment and upon receipt by the Trustee of the documents described in Section 9.06 hereof, the Trustee shall, join with the Issuer and the Guarantors, as the case may not: (1) reduce the principal amount of Securities whose Securityholders must consent to an amendment; (2) reduce the rate of or extend the time for payment of interest on any Security; (3) reduce the principal of or extend the Stated Maturity of any Security; (4) reduce the premium payable upon the redemption or repurchase of any Security or change the time at which any Security may or shall be redeemed or repurchased as described under Section 3.7be, Section 3.9 and Article V; (5) make any Security payable in currency other than that stated in the Security; (6) impair execution of such supplemental indenture or amendment unless such supplemental indenture or amendment affects the right of any Securityholder to receive payment of principal ofTrustee's own rights, premiumduties or immunities under this Indenture, if anyor otherwise, and interest on in which case the Trustee may in its discretion, but shall not be obligated to, enter into such Securityholder’s Securities on or after the due dates therefor (other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for the enforcement of any payment on or with respect to such Securityholder’s Securities; or (7) make any change to the amendment provisions which require each Securityholder’s consent or to the waiver provisionssupplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section to approve the particular form of any proposed supplemental indenture or amendment, but it shall be sufficient if such consent approves the substance thereof. A consent to any amendment After a supplemental indenture or waiver under this Indenture by any Securityholder of the Securities given in connection with a tender of such Securityholder’s Securities will not be rendered invalid by such tender. After an amendment under this Section becomes effective, the Issuers Issuer shall mail to the Securityholders affected thereby a notice briefly describing the amendment or waiver. Any failure of the Issuer to mail such amendment. The failure to give such notice to all Securityholdersnotice, or any defect therein, shall not not, however, in any way impair or affect the validity of any such supplemental indenture, amendment or waiver. Subject to Sections 6.04 and 6.07 hereof, the Securityholders of a majority in principal amount of the Securities then outstanding may waive compliance in a particular instance by the Issuer or any Guarantor with any provision of this Indenture or the Securities. However, without the consent of each Securityholder affected, an amendment or waiver under this SectionSection may not (with respect to any Securities held by a non-consenting Securityholder): (1) reduce the principal amount of Securities whose Securityholders must consent to amendment or waiver; (2) reduce the rate of or change the time for payment of interest, including default interest, on any Security; (3) reduce the principal of or change the fixed maturity of any Security or alter the optional or mandatory redemption provisions or the price at which the Issuer shall offer to purchase such Securities pursuant to Sections 3.09 and 4.15 hereof; (4) make any Security payable in money other than that stated in the Security; (5) make any change in Section 6.04 or 6.07 hereof or in this sentence of this Section 9.02; (6) waive a Default in the payment of principal of or interest on, or redemption payment with respect to, any Security (other than a Default in the payment of an amount due as a result of an acceleration if the Securityholders rescind such acceleration pursuant to Section 6.02); or (7) make any changes in Article 10 of this Indenture that would adversely affect the Securityholders.

With Consent of Securityholders. The Issuers may amend this Indenture or With the Securities without notice to any Securityholder but with the written consent of the Securityholders Holders of at least not less than a majority in aggregate principal amount of the Securities then at the time outstanding of all series affected by such supplemental indenture (includingvoting as one class), without limitationthe Company and the Guarantors, consents obtained each when authorized by a Board Resolution (which resolution may provide general terms or parameters for such action and may provide that the specific terms of such action may be determined in connection accordance with or pursuant to a purchase ofCompany Order), and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series; provided, that no such supplemental indenture shall (a) extend the final maturity of any Security, or tender offer or exchange offer for, Securities). However, without the consent of each Securityholder affected, an amendment may not: (1) reduce the principal amount of Securities whose Securityholders must consent to an amendment; (2) thereof, or reduce the rate of or extend the time for of payment of interest thereon, or reduce any amount payable on any Security; (3) reduce redemption thereof or make the principal of thereof, premium, if any, or extend the Stated Maturity of any Security; (4) reduce the premium payable upon the redemption or repurchase of any Security or change the time at which any Security may or shall be redeemed or repurchased as described under Section 3.7interest thereon, Section 3.9 and Article V; (5) make any Security payable in any coin or currency other than that stated provided in the Security; (6) Securities or in accordance with the terms thereof, premium, if any, that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 6.01 or the amount thereof provable in bankruptcy pursuant to Section 6.02, or impair or affect the right of any Securityholder to receive payment of principal of, premium, if any, and interest on such Securityholder’s Securities on or after the due dates therefor (other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for the enforcement payment thereof or, if the Securities provide therefor, any right of any payment on or with respect to such Securityholder’s Securities; or (7) make any change to repayment at the amendment provisions which require option of the Securityholder in each Securityholder’s consent or to the waiver provisions. It shall not be necessary for case without the consent of the Securityholders under this Section to approve Holder of each Security so affected, or (b) reduce the particular form aforesaid percentage in principal amount of Securities of any proposed amendmentseries, but it shall be sufficient if such the consent approves the substance thereof. A consent to any amendment or waiver under this Indenture by any Securityholder of the Securities given in connection with a tender Holders of which is required for any such Securityholder’s Securities will not be rendered invalid by such tender. After an amendment under this Section becomes effectivesupplemental indenture, without the Issuers shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect consent of the validity Holders of an amendment under this Sectioneach Security so affected.

With Consent of Securityholders. The Issuers may amend this Indenture or With the Securities without notice to any Securityholder but with the written consent (evidenced as provided in Section 7.01) of the Securityholders holders of at least a majority in aggregate principal amount of the Securities then outstanding (includingat the time outstanding, without limitationthe Corporation, consents obtained when authorized by a Board Resolution, and the Debenture Trustee may from time to time and at any time amend this Indenture for the purpose of adding any provisions to or changing in connection with a purchase ofany manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the holders of the Securities; provided, or tender offer or exchange offer forhowever, Securities). Howeverthat no such amendment shall, without the consent of the holders of each Securityholder affectedSecurity then outstanding and affected thereby (i) change the Maturity Date of any Security, an amendment may not: or reduce the rate or extend the time of payment of interest thereon (1) except as contemplated by Article XVI), or reduce the principal amount of Securities whose Securityholders must consent to an amendment; (2) reduce the rate of thereof, or extend the time for payment of interest on change any Security; (3) reduce prepayment provisions, or make the principal of thereof or extend the Stated Maturity of any Security; (4) reduce the premium payable upon the redemption or repurchase of any Security or change the time at which any Security may or shall be redeemed or repurchased as described under Section 3.7, Section 3.9 and Article V; (5) make any Security interest thereon payable in any coin or currency other than that stated in the Security; (6) U.S. dollars, or impair or affect the right of any Securityholder to receive payment of principal of, premium, if any, and interest on such Securityholder’s Securities on or after the due dates therefor (other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for payment thereof, or (ii) reduce the enforcement aforesaid percentage of Securities, the holders of which are required to consent to any such amendment to the Indenture; provided, however, that if the Securities are held by the Trust, such amendment shall not be effective until the holders of a majority in liquidation amount of Trust Securities shall have consented to such amendment; provided, further, that if the consent of the holder of each outstanding Security is required, such amendment shall not be effective until each holder of the Trust Securities shall have consented to such amendment. Upon the request of the Corporation accompanied by a copy of a resolution of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any payment on supplemental indenture effecting such amendment, and upon the filing with the Debenture Trustee of evidence of the consent of Securityholders as aforesaid, the Debenture Trustee shall join with the Corporation in the execution of such supplemental indenture unless such supplemental indenture affects the Debenture Trustee's own rights, duties or with respect to immunities under this Indenture or otherwise, in which case the Debenture Trustee may in its discretion, but shall not be obligated to, enter into such Securityholder’s Securities; or (7) make supplemental indenture. Promptly after the execution by the Corporation and the Debenture Trustee of any change supplemental indenture pursuant to the amendment provisions which require each Securityholder’s consent or of this Section, the Debenture Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Corporation, setting forth in general terms the substance of such supplemental indenture, to the waiver provisionsSecurityholders as their names and addresses appear upon the Security Register. Any failure of the Debenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.02 to approve the particular form of any proposed amendmentsupplemental indenture, but it shall be sufficient if such consent approves shall approve the substance thereof. A consent to any amendment or waiver under this Indenture by any Securityholder of the Securities given in connection with a tender of such Securityholder’s Securities will not be rendered invalid by such tender. After an amendment under this Section becomes effective, the Issuers shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Securityholders. The Issuers may amend this Indenture or With the Securities without notice to any Securityholder but with the written consent (evidenced as provided in Section 7.01) of the Securityholders holders of at least a majority in aggregate principal amount of the Securities then outstanding (includingat the time outstanding, without limitationthe Corporation, consents obtained when authorized by a Board Resolution, and the Debenture Trustee may from time to time and at any time amend this Indenture for the purpose of adding any provisions to or changing in connection with a purchase ofany manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the holders of the Securities; PROVIDED, or tender offer or exchange offer forHOWEVER, Securities). Howeverthat no such amendment shall, without the consent of the holders of each Securityholder affectedSecurity then outstanding and affected thereby (i) change the Maturity Date of any Security, an amendment may not: or reduce the rate or extend the time of payment of interest thereon (1) except as contemplated by Article XVI), or reduce the principal amount of Securities whose Securityholders must consent to an amendment; (2) reduce the rate of thereof, or extend the time for payment of interest on change any Security; (3) reduce prepayment provisions, or make the principal of thereof or extend the Stated Maturity of any Security; (4) reduce the interest or premium payable upon the redemption or repurchase of any Security or change the time at which any Security may or shall be redeemed or repurchased as described under Section 3.7, Section 3.9 and Article V; (5) make any Security thereon payable in any coin or currency other than that stated in the Security; (6) U.S. dollars, or impair or affect the right of any Securityholder to receive payment of principal of, premium, if any, and interest on such Securityholder’s Securities on or after the due dates therefor (other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for payment thereof, or (ii) reduce the enforcement aforesaid percentage of Securities, the holders of which are required to consent to any such amendment to the Indenture; PROVIDED, HOWEVER, that if the Securities are held by the Trust, such amendment shall not be effective until the holders of a majority in liquidation amount of Trust Securities shall have consented to such amendment; PROVIDED, FURTHER, that if the consent of the holder of each outstanding Security is required, such amendment shall not be effective until each holder of the Trust Securities shall have consented to such amendment. Upon the request of the Corporation accompanied by a copy of a resolution of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any payment on supplemental indenture effecting such amendment, and upon the filing with the Debenture Trustee of evidence of the consent of Securityholders as aforesaid, the Debenture Trustee shall join with the Corporation in the execution of such supplemental indenture unless such supplemental indenture affects the Debenture Trustee's own rights, duties or with respect to immunities under this Indenture or otherwise, in which case the Debenture Trustee may in its discretion, but shall not be obligated to, enter into such Securityholder’s Securities; or (7) make supplemental indenture. Promptly after the execution by the Corporation and the Debenture Trustee of any change supplemental indenture pursuant to the amendment provisions which require each Securityholder’s consent or of this Section, the Debenture Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Corporation, setting forth in general terms the substance of such supplemental indenture, to the waiver provisionsSecurityholders as their names and addresses appear upon the Security Register. Any failure of the Debenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.02 to approve the particular form of any proposed amendmentsupplemental indenture, but it shall be sufficient if such consent approves shall approve the substance thereof. A consent to any amendment or waiver under this Indenture by any Securityholder of the Securities given in connection with a tender of such Securityholder’s Securities will not be rendered invalid by such tender. After an amendment under this Section becomes effective, the Issuers shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Securityholders. The Issuers may amend this Indenture or With the Securities without notice to any Securityholder but with the written consent (evidenced as provided in Section 7.01) of the Securityholders holders of at least a majority in aggregate principal amount of the Securities then outstanding (includingat the time outstanding, without limitationthe Company, consents obtained when authorized by a Board Resolution, and the Trustee may from time to time and at any time amend the Indenture for the purpose of adding any provisions to or changing in connection with a purchase ofany manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the holders of the Securities; provided, or tender offer or exchange offer forhowever, Securities). However, that no such amendment shall without the consent of the holders of each Securityholder affectedSecurity then outstanding and affected thereby (i) extend the Maturity Date of any Security, an amendment may not: or reduce the rate or extend the time of payment of interest thereon (1) except as contemplated by Article XVI), or reduce the principal amount of Securities whose Securityholders must consent to an amendment; (2) thereof, or reduce the rate of any amount payable on redemption thereof, or extend the time for payment of interest on any Security; (3) reduce make the principal of thereof or extend the Stated Maturity of any Security; (4) reduce the interest or premium payable upon the redemption or repurchase of any Security or change the time at which any Security may or shall be redeemed or repurchased as described under Section 3.7, Section 3.9 and Article V; (5) make any Security thereon payable in any coin or currency other than that stated provided in the Security; (6) Securities, or impair or affect the right of any Securityholder to receive payment of principal of, premium, if any, and interest on such Securityholder’s Securities on or after the due dates therefor (other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for payment thereof, or (ii) reduce the enforcement aforesaid percentage of Securities the holders of which are required to consent to any such amendment to the Indenture, provided, however, that if the Securities are held by Firstar Capital Trust, such amendment shall not be effective until the holders of a majority in liquidation amount of Trust Securities shall have consented to such amendment; provided, further, that if the consent of the holder of each outstanding Security is required, such amendment shall not be effective until each holder of the Trust Securities shall have consented to such amendment. Upon the request of the Company accompanied by a copy of a resolution of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any payment on supplemental indenture affecting such amendment, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or with respect to immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such Securityholder’s Securities; or (7) make supplemental indenture. Promptly after the execution by the Company and the Trustee of any change supplemental indenture pursuant to the amendment provisions which require each Securityholder’s consent or of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the waiver provisionsSecurityholders as their names and addresses appear upon the Security Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way 71 impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.02 to approve the particular form of any proposed amendmentsupplemental indenture, but it shall be sufficient if such consent approves shall approve the substance thereof. A consent to any amendment or waiver under this Indenture by any Securityholder of the Securities given in connection with a tender of such Securityholder’s Securities will not be rendered invalid by such tender. After an amendment under this Section becomes effective, the Issuers shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Securityholders. The Issuers may amend this Indenture or With the Securities without notice to any Securityholder but with the written consent (evidenced as provided in Section 7.01) of the Securityholders holders of at least a majority in aggregate principal amount of the Securities then outstanding (includingat the time outstanding, without limitationthe Company, consents obtained when authorized by a Board Resolution, and the Trustee may from time to time and at any time amend the Indenture for the purpose of adding any provisions to or changing in connection with a purchase ofany manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the holders of the Securities; provided, or tender offer or exchange offer forhowever, Securities). However, that no such amendment shall without the consent of the holders of each Securityholder affectedSecurity then outstanding and affected thereby (i) change the Maturity Date of any Security, an amendment may not: or reduce the rate or extend the time of payment of interest thereon (1) except as contemplated by Article XVI), or reduce the principal amount of Securities whose Securityholders must consent to an amendment; (2) thereof, or reduce the rate of any amount payable on redemption thereof, or extend the time for payment of interest on any Security; (3) reduce make the principal of thereof or extend the Stated Maturity of any Security; (4) reduce the interest or premium payable upon the redemption or repurchase of any Security or change the time at which any Security may or shall be redeemed or repurchased as described under Section 3.7, Section 3.9 and Article V; (5) make any Security thereon payable in any coin or currency other than that stated provided in the Security; (6) Securities, or impair or affect the right of any Securityholder to receive payment of principal of, premium, if any, and interest on such Securityholder’s Securities on or after the due dates therefor (other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for payment thereof, or (ii) reduce the enforcement aforesaid percentage of Securities the holders of which are required to consent to any such amendment to the Indenture, provided, however, that if the Securities are held by UCBH Trust Co., such amendment shall not be effective until the holders of a majority in liquidation amount of Trust Securities shall have consented to such amendment; provided, further, that if the consent of the holder of each outstanding Security is required, such amendment shall not be effective until each holder of the Trust Securities shall have consented to such amendment. Upon the request of the Company accompanied by a copy of a resolution of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any payment on supplemental indenture affecting such amendment, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or with respect to immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such Securityholder’s Securities; or (7) make supplemental indenture. Promptly after the execution by the Company and the Trustee of any change supplemental indenture pursuant to the amendment provisions which require each Securityholder’s consent or of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the waiver provisionsSecurityholders as their names and addresses appear upon the Security Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.02 to approve the particular form of any proposed amendmentsupplemental indenture, but it shall be sufficient if such consent approves shall approve the substance thereof. A consent to any amendment or waiver under this Indenture by any Securityholder of the Securities given in connection with a tender of such Securityholder’s Securities will not be rendered invalid by such tender. After an amendment under this Section becomes effective, the Issuers shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Securityholders. The Issuers may amend this Indenture or With the Securities without notice to any Securityholder but with the written consent (evidenced as provided in SECTION 7.01) of the Securityholders holders of at least a majority in aggregate principal amount of the Securities then outstanding (includingat the time outstanding, without limitationthe Company, consents obtained when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in connection with a purchase ofany manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the holders of the Securities; provided, or tender offer or exchange offer forhowever, Securities). However, that no such amendment shall without the consent of the holders of each Securityholder affectedSecurity then outstanding and affected thereby (i) change the Maturity Date of any Security, an amendment may not: or reduce the rate of interest (1including Compounded Interest) or extend the time of payment of interest thereon (except as contemplated by ARTICLE XVI), or reduce the principal amount thereof or the amount of Securities whose Securityholders must consent to an amendment; (2) premium thereon, if any, or reduce the rate of any amount payable on redemption thereof, or extend the time for payment of interest on any Security; (3) reduce make the principal of thereof or extend the Stated Maturity of any Security; (4) reduce the interest or premium payable upon the redemption or repurchase of any Security or change the time at which any Security may or shall be redeemed or repurchased as described under Section 3.7, Section 3.9 and Article V; (5) make any Security thereon payable in any coin or currency other than that stated provided in the Security; (6) Securities, or impair or affect the right of any Securityholder to receive payment of principal of, premium, if any, and interest on such Securityholder’s Securities on or after the due dates therefor (other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for payment thereof, (ii) modify the enforcement provisions of any payment on or this Indenture with respect to such Securityholder’s Securities; or (7) make any change the subordination of the Securities in a manner adverse to the Securityholders, (iii) reduce the aforesaid percentage of Securities the holders of which are required to consent to any such amendment provisions which require each Securityholder’s consent to the Indenture, or to any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture or (iv) modify any of the waiver provisionsprovisions of the first paragraph of this SECTION 9.02, or the second sentence of SECTION 5.07, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the holder of each outstanding Security affected thereby; provided, however, that if the Securities are held by the Property Trustee, such amendment shall not be effective until the holders of a majority in aggregate liquidation amount of Trust Securities shall have consented to such amendment; provided, further, that if the consent of the holder of each outstanding Security is required, such amendment shall not be effective until each holder of the Trust Securities shall have consented to such amendment. Upon the request of the Company accompanied by a copy of a resolution of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any supplemental indenture affecting such amendment, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or 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. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the Securityholders as their names and addresses appear upon 44 the Security Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section SECTION 9.02 to approve the particular form of any proposed amendmentsupplemental indenture, but it shall be sufficient if such consent approves shall approve the substance thereof. A consent to any amendment or waiver under this Indenture by any Securityholder of the Securities given in connection with a tender of such Securityholder’s Securities will not be rendered invalid by such tender. After an amendment under this Section becomes effective, the Issuers shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Securityholders. The Issuers may amend this Indenture or With the Securities without notice to any Securityholder but with the written consent (evidenced as provided in Section 7.01) of the Securityholders holders of at least a majority in aggregate principal amount of the Securities then outstanding (includingat the time outstanding, without limitationthe Corporation, consents obtained when authorized by a Board Resolution, and the Debenture Trustee may from time to time and at any time amend the Indenture for the purpose of adding any provisions to or changing in connection with a purchase ofany manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the holders of the Securities; provided, or tender offer or exchange offer forhowever, Securities). Howeverthat no such amendment shall, without the consent of the holders of each Securityholder affectedSecurity then outstanding and affected thereby (i) change the Maturity Date of any Security, an amendment may not: or reduce the rate or extend the time of payment of interest thereon (1) except as contemplated by Article XVI), or reduce the principal amount of Securities whose Securityholders must consent to an amendment; (2) thereof, or reduce the rate of any amount payable on prepayment thereof, or extend the time for payment of interest on any Security; (3) reduce make the principal of thereof or extend the Stated Maturity of any Security; (4) reduce the interest or premium payable upon the redemption or repurchase of any Security or change the time at which any Security may or shall be redeemed or repurchased as described under Section 3.7, Section 3.9 and Article V; (5) make any Security thereon payable in any coin or currency other than that stated provided in the Security; (6) Securities, or impair or affect the right of any Securityholder to receive payment of principal of, premium, if any, and interest on such Securityholder’s Securities on or after the due dates therefor (other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for payment thereof, or (ii) reduce the enforcement aforesaid percentage of Securities, the holders of which are required to consent to any such amendment to the Indenture, provided, however, that if the Securities are held by the Trust, such amendment shall not be effective until the holders of a majority in liquidation amount of Trust Securities shall have consented to such amendment; provided, further, that if the consent of the holder of each outstanding Security is required, such amendment shall not be effective until each holder of the Trust Securities shall have consented to such amendment. Upon the request of the Corporation accompanied by a copy of a resolution of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any payment on supplemental indenture affecting such amendment, and upon the filing with the Debenture Trustee of evidence of the consent of Securityholders as aforesaid, the Debenture Trustee shall join with the Corporation in the execution of such supplemental indenture unless such supplemental indenture affects the Debenture Trustee's own rights, duties or with respect to immunities under this Indenture or otherwise, in which case the Debenture Trustee may in its discretion, but shall not be obligated to, enter into such Securityholder’s Securities; or (7) make supplemental indenture. Promptly after the execution by the Corporation and the Debenture Trustee of any change supplemental indenture pursuant to the amendment provisions which require each Securityholder’s consent or of this Section, the Debenture Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Corporation, setting forth in general terms the substance of such supplemental indenture, to the waiver provisionsSecurityholders as their names and addresses appear upon the Security Register. Any failure of the Debenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.02 to approve the particular form of any proposed amendmentsupplemental indenture, but it shall be sufficient if such consent approves shall approve the substance thereof. A consent to any amendment or waiver under this Indenture by any Securityholder of the Securities given in connection with a tender of such Securityholder’s Securities will not be rendered invalid by such tender. After an amendment under this Section becomes effective, the Issuers shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Securityholders. The Issuers may amend this Indenture or With the Securities without notice to any Securityholder but with the written consent (evidenced as provided in Section 7.01) of the Securityholders holders of at least a majority in aggregate principal amount of the Securities then outstanding (includingat the time outstanding, without limitationthe Company, consents obtained when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in connection with a purchase ofany -42- manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the holders of the Securities; provided, or tender offer or exchange offer forhowever, Securities). However, that no such amendment shall without the consent of the holders of each Securityholder affectedSecurity then outstanding and affected thereby (i) change the Maturity Date of any Security, an amendment may not: or reduce the rate of interest (1including Compounded Interest) or extend the time of payment of interest thereon (except as contemplated by Section 2.13), or reduce the principal amount thereof or the amount of Securities whose Securityholders must consent to an amendment; (2) premium thereon, if any, or reduce the rate of any amount payable on redemption thereof, or extend the time for payment of interest on any Security; (3) reduce make the principal of thereof or extend the Stated Maturity of any Security; (4) reduce the interest or premium payable upon the redemption or repurchase of any Security or change the time at which any Security may or shall be redeemed or repurchased as described under Section 3.7, Section 3.9 and Article V; (5) make any Security thereon payable in any coin or currency other than that stated provided in the Security; (6) Securities, or impair or affect the right of any Securityholder to receive payment of principal of, premium, if any, and interest on such Securityholder’s Securities on or after the due dates therefor (other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for payment thereof [or adversely affect the enforcement right to convert such Security as provided in Article XIII], (ii) modify the provisions of any payment on or this Indenture with respect to such Securityholder’s Securities; or (7) make any change the subordination of the Securities in a manner adverse to the holders of Securities, (iii) reduce the aforesaid percentage of Securities the holders of which are required to consent to any such amendment to the Indenture, or the consent of whose holders is required for any waiver (of compliance with certain provisions which require each Securityholder’s consent of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture or (iv) modify any of the provisions of the first paragraph of this Section 9.02, or the second sentence of Section 5.07, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the waiver provisionsconsent of the holder of each outstanding Security affected thereby; provided, however, that if the Securities are held by the Trust, such amendment shall not be effective until the holders of a majority in liquidation amount of Trust Securities shall have consented to such amendment; provided, further, that if the consent of the holder of each outstanding Security is required, such amendment shall not be effective until each holder of the Trust Securities shall have consented to such amendment. Upon the request of the Company accompanied by a copy of a resolution of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any supplemental indenture affecting such amendment, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or 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. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the Securityholders as their names and addresses appear upon the Security Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.02 to approve the particular form of any proposed amendmentsupplemental indenture, but it shall be sufficient if such consent approves shall approve the substance thereof. A consent to any amendment or waiver under this Indenture by any Securityholder of the Securities given in connection with a tender of such Securityholder’s Securities will not be rendered invalid by such tender. After an amendment under this Section becomes effective, the Issuers shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Securityholders. The Issuers may amend this Indenture or With the Securities without notice to any Securityholder but with the written consent (evidenced as provided in Section 7.01) of the Securityholders holders of at least a majority in aggregate principal amount of the Securities then outstanding at the time outstanding, the Company, when authorized by a Board Resolution (includingwhich resolution may provide general terms or parameters for such action and may provide that the specific terms of such action may be determined in accordance with or pursuant to a Company Order), without limitationand the Trustee may from time to time and at any time amend the Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the holders of the Securities; provided, consents obtained in connection with a purchase ofhowever, or tender offer or exchange offer for, Securities). However, that no such amendment shall without the consent of the holders of each Securityholder affectedSecurity then outstanding and affected thereby (i) extend the Maturity Date of any Security, an amendment may not: or reduce the rate or extend the time of payment of interest thereon (1) except as contemplated by Article XVI), or reduce the principal amount of Securities whose Securityholders must consent to an amendment; (2) thereof, or reduce the rate of any amount payable on prepayment thereof, or extend the time for payment of interest on any Security; (3) reduce make the principal of thereof or extend the Stated Maturity of any Security; (4) reduce the interest or premium payable upon the redemption or repurchase of any Security or change the time at which any Security may or shall be redeemed or repurchased as described under Section 3.7, Section 3.9 and Article V; (5) make any Security thereon payable in any coin or currency other than that stated provided in the Security; (6) Securities, or impair or affect the right of any Securityholder to receive payment of principal of, premium, if any, and interest on such Securityholder’s Securities on or after the due dates therefor (other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for payment thereof, or (ii) reduce the enforcement aforesaid percentage of Securities the holders of which are required to consent to any such amendment to the Indenture, provided, however, that if the Securities are held by the Trust, such amendment shall not be effective until the holders of a majority in liquidation amount of Trust Securities shall have consented to such amendment; provided further that if the consent of the holder of each outstanding Security is required, such amendment shall not be effective until each holder of the Trust Securities shall have consented to such amendment; and provided further that such amendment shall not impair or affect the right of any payment on or with respect holder of Capital Securities to commence a Direct Action, in the circumstances and subject to the limitations set forth in the Declaration, until each holder of Capital Securities shall have consented to such Securityholder’s Securities; or (7) make amendment. Upon the request of the Company accompanied by a copy of a resolution of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any change supplemental indenture affecting such amendment, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or 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. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the amendment provisions which require each Securityholder’s consent or of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the waiver provisionsSecurityholders as their names and addresses appear upon the Security Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.02 to approve the particular form of any proposed amendmentsupplemental indenture, but it shall be sufficient if such consent approves shall approve the substance thereof. A consent to any amendment or waiver under this Indenture by any Securityholder of the Securities given in connection with a tender of such Securityholder’s Securities will not be rendered invalid by such tender. After an amendment under this Section becomes effective, the Issuers shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Securityholders. The Issuers may amend this Indenture or With the Securities without notice to any Securityholder but with the written consent (evidenced as provided in Section 7.01) of the Securityholders holders of at least a majority in aggregate principal amount of the Securities then outstanding (includingat the time outstanding, without limitationthe Corporation, consents obtained when authorized by a Board Resolution, and the Debenture Trustee may from time to time and at any time amend this Indenture for the purpose of adding any provisions to or changing in connection any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Upon the request of the Corporation accompanied by a copy of a resolution of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any supplemental indenture effecting such amendment, and upon the filing with a purchase of, or tender offer or exchange offer for, Securities). However, without the Debenture Trustee of evidence of the consent of each Securityholder affectedSecurityholders as aforesaid, an amendment the Debenture Trustee shall join with the Corporation in the execution of such supplemental indenture unless such supplemental indenture affects the Debenture Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Debenture Trustee may not: (1) reduce in its discretion, but shall not be obligated to, enter into such supplemental indenture. Promptly after the principal amount of Securities whose Securityholders must consent to an amendment; (2) reduce execution by the rate of or extend Corporation and the time for payment of interest on any Security; (3) reduce the principal of or extend the Stated Maturity Debenture Trustee of any Security; (4) reduce supplemental indenture pursuant to the premium payable provisions of this Section, the Debenture Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Corporation, setting forth in general terms the substance of such supplemental indenture, to the Securityholders as their names and addresses appear upon the redemption Security Register. Any failure of the Debenture Trustee to mail such notice, or repurchase any defect therein, shall not, however, in any way impair or affect the validity of any Security or change the time at which any Security may or shall be redeemed or repurchased as described under Section 3.7, Section 3.9 and Article V; (5) make any Security payable in currency other than that stated in the Security; (6) impair the right of any Securityholder to receive payment of principal of, premium, if any, and interest on such Securityholder’s Securities on or after the due dates therefor (other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for the enforcement of any payment on or with respect to such Securityholder’s Securities; or (7) make any change to the amendment provisions which require each Securityholder’s consent or to the waiver provisionssupplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.02 to approve the particular form of any proposed amendmentsupplemental indenture, but it shall be sufficient if such consent approves shall approve the substance thereof. A consent to any amendment or waiver under this Indenture by any Securityholder of the Securities given in connection with a tender of such Securityholder’s Securities will not be rendered invalid by such tender. After an amendment under this Section becomes effective, the Issuers shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Securityholders. The Issuers may amend this Indenture or With the Securities without notice to any Securityholder but with the written consent (evidenced as provided in Section 7.01) of the Securityholders holders of at least a majority in aggregate principal amount of the Securities then outstanding (includingat the time outstanding, without limitationthe Corporation, consents obtained when authorized by a Board Resolution, and the Debenture Trustee may from time to time and at any time amend this Indenture for the purpose of adding any provisions to or changing in connection with a purchase ofany manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the holders of the Securities; provided, or tender offer or exchange offer forhowever, Securities). Howeverthat no such amendment shall, without the consent of the holders of each Securityholder affectedSecurity then outstanding and affected thereby (i) change the Maturity Date of any Security, an amendment may not: (1) reduce the principal amount of Securities whose Securityholders must consent to an amendment; (2) or reduce the rate of or extend the time for of payment of interest on thereon (except as contemplated by Article XVI), or reduce or increase the aggregate principal amount of the series of which such Security is a part or issue other Securities, or change any Security; (3) reduce prepayment provisions, or make the principal of thereof or extend the Stated Maturity of any Security; (4) reduce the interest or premium payable upon the redemption or repurchase of any Security or change the time at which any Security may or shall be redeemed or repurchased as described under Section 3.7, Section 3.9 and Article V; (5) make any Security thereon payable in any coin or currency other than that stated in the Security; (6) U.S. dollars, or impair or affect the right of any Securityholder to receive payment of principal of, premium, if any, and interest on such Securityholder’s Securities on or after the due dates therefor (other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for payment thereof, or (ii) reduce the enforcement aforesaid percentage of Securities, the holders of which are required to consent to any such amendment to the Indenture; provided, however, that if the Securities are held by the Trust, such amendment shall not be effective until the holders of a majority in liquidation amount of Trust Securities shall have consented to such amendment; provided, further, that if the consent of the holder of each outstanding Security is required, such amendment shall not be effective until the holder of each outstanding Trust Security shall have consented to such amendment. Upon the request of the Corporation accompanied by a copy of a resolution of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any payment on supplemental indenture effecting such amendment, and upon the filing with the Debenture Trustee of evidence of the consent of Securityholders as aforesaid, the Debenture Trustee shall join with the Corporation in the execution of such supplemental indenture unless such supplemental indenture affects the Debenture Trustee's own rights, duties or with respect to immunities under this Indenture or otherwise, in which case the Debenture Trustee may in its discretion, but shall not be obligated to, enter into such Securityholder’s Securities; or (7) make supplemental indenture. Promptly after the execution by the Corporation and the Debenture Trustee of any change supplemental indenture pursuant to the amendment provisions which require each Securityholder’s consent or of this Section, the Debenture Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Corporation, setting forth in general terms the substance of such supplemental indenture, to the waiver provisionsSecurityholders as their names and addresses appear upon the Security Register. Any failure of the Debenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.02 to approve the particular form of any proposed amendmentsupplemental indenture, but it shall be sufficient if such consent approves shall approve the substance thereof. A consent to any amendment or waiver under this Indenture by any Securityholder of the Securities given in connection with a tender of such Securityholder’s Securities will not be rendered invalid by such tender. After an amendment under this Section becomes effective, the Issuers shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Securityholders. The Issuers may amend this Indenture or With the Securities without notice to any Securityholder but with the written consent of the Securityholders Holders of at least not less than a majority in aggregate principal amount of the Securities then at the time outstanding of all series affected by such supplemental indenture (includingvoting as one class), without limitationthe Company and the Guarantors, consents obtained each when authorized by a Board Resolution (which resolution may provide general terms or parameters for such action and may provide that the specific terms of such action may be determined in connection accordance with or pursuant to a purchase ofCompany Order), and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series; provided, that no such supplemental indenture shall (a) extend the final maturity of any Security, or tender offer or exchange offer for, Securities). However, without the consent of each Securityholder affected, an amendment may not: (1) reduce the principal amount of Securities whose Securityholders must consent to an amendment; (2) thereof, or reduce the rate of or extend the time for of payment of interest thereon, or reduce any amount payable on any Security; (3) reduce redemption thereof or make the principal of thereof, premium, if any, or extend the Stated Maturity of any Security; (4) reduce the premium payable upon the redemption or repurchase of any Security or change the time at which any Security may or shall be redeemed or repurchased as described under Section 3.7interest thereon, Section 3.9 and Article V; (5) make any Security payable in any coin or currency other than that stated provided in the Security; (6) Securities or in accordance with the terms thereof, reduce the premium, if any, that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 6.1 or the amount thereof provable in bankruptcy pursuant to Section 6.2, or impair or affect the right of any Securityholder to receive institute suit for the payment thereof or, if the Securities provide therefor, any right of repayment at the option of the Securityholder in each case without the consent of the Holder of each Security so affected, or (b) reduce the aforesaid percentage in principal ofamount of Securities of any series, premiumthe consent of the Holders of which is required for any such supplemental indenture, without the consent of the Holders of each Security so affected. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of Holders of Securities with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. Upon the request of the Company and the Guarantors, accompanied by a copy of a Board Resolution (which resolution may provide general terms or parameters for such action and may provide that the specific terms of such action may be determined in accordance with or pursuant to a Company Order) certified by the secretary or an assistant secretary of the Company and the Guarantors authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid and other documents, if any, required by Sections 7.1 and interest on 9.4, the Trustee shall join with the Company and the Guarantors in the execution of such Securityholdersupplemental indenture unless such supplemental indenture affects the Trustee’s Securities on own rights, duties or after immunities under this Indenture or otherwise, in which case the due dates therefor (other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for the enforcement of any payment on or with respect to Trustee may in its discretion, but shall not be obligated to, enter into such Securityholder’s Securities; or (7) make any change to the amendment provisions which require each Securityholder’s consent or to the waiver provisionssupplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section to approve the particular form of any proposed amendmentsupplemental indenture, but it shall be sufficient if such consent approves shall approve the substance thereof. A consent Promptly after the execution by the Company, the Guarantors and the Trustee of any supplemental indenture pursuant to any amendment or waiver under the provisions of this Indenture Section, the Trustee shall give notice thereof to the Holders of then outstanding Securities of each series affected thereby, by any Securityholder mailing a notice thereof by first class mail to such Holders at their addresses as they shall appear on the Security Register and in each case such notice shall set forth in general terms the substance of such supplemental indenture. Any failure of the Securities given in connection with a tender of such Securityholder’s Securities will not be rendered invalid by such tender. After an amendment under this Section becomes effective, the Issuers shall mail to Securityholders a notice briefly describing such amendment. The failure Company to give such notice to all Securityholdersnotice, or any defect therein, shall not not, however, in any way impair or affect the validity of an amendment under this Sectionany such supplemental indenture.

With Consent of Securityholders. (a) The Issuers Company and the Trustee may amend or supplement this Indenture or the Securities without notice to any Securityholder but with the written consent of the Securityholders of at least not less than a majority in aggregate principal amount of the Securities then outstanding (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer forfor the Securities) and any existing Default and its consequences (including, without limitation, an acceleration of the Securities) or compliance with any provision of this Indenture or the Securities may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Securities (including consents obtained in connection with a tender offer or exchange offer for the Securities). Furthermore, subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange offer for the Securities) may waive compliance in a particular instance by the Company with any provision of this Indenture or the Securities. However, without the consent of each Securityholder affected, an amendment amendment, supplement or waiver under this Section 9.02 may not:not (with respect to any Securities held by a non-consenting Holder): (1i) reduce the principal amount of Securities whose Securityholders Holders must consent to an amendment, supplement or waiver; (2ii) reduce the rate of or extend the time for payment of any interest on any Security; (3iii) reduce the principal of or extend the Stated Maturity of any Security; (4) reduce the premium payable upon the redemption or repurchase fixed maturity of any Security or change alter the time at which any Security may or shall be redeemed or repurchased as described under Section 3.7redemption provisions (including without limitation Sections 3.07, Section 3.9 3.09, 4.11 and Article V4.15 hereof) with respect thereto; (5iv) make any Security payable in currency other than that stated waive a Default or Event of Default in the Security; (6) impair the right of any Securityholder to receive payment of principal of, premium, if any, and or interest on such Securityholder’s Securities on on, or after redemption payment with respect to, any Security (excluding any principal or interest due solely as a result of the due dates therefor occurrence of a Declaration); (v) make any Security payable in money other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for that stated in the enforcement of any payment on or with respect to such Securityholder’s SecuritiesSecurity; or (7vi) make any change in Section 6.04 or 6.07 hereof or in this Section 9.02(a). (b) Upon the request of the Company and the Guarantors accompanied by Board Resolutions of their respective Boards of Directors authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the amendment provisions Trustee of the consent of the Securityholders as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.06 hereof, the Trustee shall join with the Company and the 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 require each Securityholder’s consent or to case the waiver provisions. Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. (c) It shall not be necessary for the consent of the Securityholders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. A consent to any amendment . (d) After an amendment, supplement or waiver under this Indenture by any Securityholder of the Securities given in connection with a tender of such Securityholder’s Securities will not be rendered invalid by such tender. After an amendment under this Section 9.02 becomes effective, the Issuers Company shall mail to all Securityholders a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such amendment. The failure to give such notice to all Securityholdersnotice, or any defect therein, shall not not, however, in any way impair or affect the validity of an amendment under this Sectionany such amendment, supplement or waiver.

With Consent of Securityholders. The Issuers may amend this Indenture or With the Securities without notice to any Securityholder but with the written consent (evidenced as provided in Section 7.01) of the Securityholders holders of at least a majority in aggregate principal amount of the Securities then outstanding (includingat the time outstanding, without limitationthe Company, consents obtained when authorized by a Board Resolution, and the Trustee may from time to time and at any time amend the Indenture for the purpose of adding any provisions to or changing in connection with a purchase ofany manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the holders of the Securities; provided, or tender offer or exchange offer forhowever, Securities). However, that no such amendment shall -------- ------- without the consent of the holders of each Securityholder affectedSecurity then outstanding and affected thereby (i) extend the Maturity Date of any Security, an amendment may not: or reduce the rate or extend the time of payment of interest thereon (1) except as contemplated by Article XVI), or reduce the principal amount of Securities whose Securityholders must consent to an amendment; (2) thereof, or reduce the rate of any amount payable on redemption thereof, or extend the time for payment of interest on any Security; (3) reduce make the principal of thereof or extend the Stated Maturity of any Security; (4) reduce the interest or premium payable upon the redemption or repurchase of any Security or change the time at which any Security may or shall be redeemed or repurchased as described under Section 3.7, Section 3.9 and Article V; (5) make any Security thereon payable in any coin or currency other than that stated provided in the Security; (6) Securities, or impair or affect the right of any Securityholder to receive payment of principal of, premium, if any, and interest on such Securityholder’s Securities on or after the due dates therefor (other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for payment thereof, or (ii) reduce the enforcement aforesaid percentage of Securities the holders of which are required to consent to any such amendment to the Indenture, provided, however, that if -------- ------- the Securities are held by AFC Capital Trust, such amendment shall not be effective until the holders of a majority in liquidation amount of Trust Securities shall have consented to such amendment; provided further that if the -------- ------- consent of the holder of each outstanding Security is required, such amendment shall not be effective until each holder of the Trust Securities shall have consented to such amendment; and provided further that such amendment shall not -------- ------- impair or affect the right of any payment on or with respect holder of Capital Securities to commence a Direct Action, in the circumstances and subject to the limitations set forth in the Declaration, until each holder of Capital Securities shall have consented to such Securityholder’s Securities; or (7) make amendment. Upon the request of the Company accompanied by a copy of a resolution of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any change supplemental indenture affecting such amendment, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or 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. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the amendment provisions which require each Securityholder’s consent or of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the waiver provisionsSecurityholders as their names and addresses appear upon the Security Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.02 to approve the particular form of any proposed amendmentsupplemental indenture, but it shall be sufficient if such consent approves shall approve the substance thereof. A consent to any amendment or waiver under this Indenture by any Securityholder of the Securities given in connection with a tender of such Securityholder’s Securities will not be rendered invalid by such tender. After an amendment under this Section becomes effective, the Issuers shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Securityholders. The Issuers may amend this Indenture or 42- With the Securities without notice to any Securityholder but with the written consent (evidenced as provided in Section 7.01) of the Securityholders holders of at least a majority in aggregate principal amount of the Securities then outstanding (includingat the time outstanding, without limitationthe Company, consents obtained when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in connection with a purchase ofany manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the holders of the Securities; provided, or tender offer or exchange offer forhowever, Securities). However, that no such amendment shall without the consent of the holders of each Securityholder affectedSecurity then outstanding and affected thereby (i) change the Maturity Date of any Security, an amendment may not: or reduce the rate of interest (1including Compounded Interest) or extend the time of payment of interest thereon (except as contemplated by Article XVI), or reduce the principal amount thereof or the amount of Securities whose Securityholders must consent to an amendment; (2) premium thereon, if any, or reduce the rate of any amount payable on redemption thereof, or extend the time for payment of interest on any Security; (3) reduce make the principal of thereof or extend the Stated Maturity of any Security; (4) reduce the interest or premium payable upon the redemption or repurchase of any Security or change the time at which any Security may or shall be redeemed or repurchased as described under Section 3.7, Section 3.9 and Article V; (5) make any Security thereon payable in any coin or currency other than that stated provided in the Security; (6) Securities, or impair or affect the right of any Securityholder to receive payment of principal of, premium, if any, and interest on such Securityholder’s Securities on or after the due dates therefor (other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for payment thereof, (ii) modify the enforcement provisions of any payment on or this Indenture with respect to such Securityholder’s Securities; or (7) make any change the subordination of the Securities in a manner adverse to the holders, (iii) reduce the aforesaid percentage of Securities the holders of which are required to consent to any such amendment to the Indenture, or the consent of whose holders is required for any waiver (of compliance with certain provisions which require each Securityholder’s consent of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture or (iv) modify any of the provisions of the first paragraph of this Section 9.02, or the second sentence of Section 5.07, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the waiver provisionsconsent of the holder of each outstanding Security affected thereby; provided, however, that if the Securities are held by Dynegy Capital Trust, such amendment shall not be effective until the holders of a majority in liquidation amount of Trust Securities shall have consented to such amendment; provided, further, that if the consent of the holder of each outstanding Security is required, such amendment shall not be effective until each holder of the Trust Securities shall have consented to such amendment. Upon the request of the Company accompanied by a copy of a resolution of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any supplemental indenture affecting such amendment, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or 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. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the Securityholders as their names and addresses appear upon the Security Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.02 to approve the particular form of any proposed amendmentsupplemental indenture, but it shall be sufficient if such consent approves shall approve the substance thereof. A consent to any amendment or waiver under this Indenture by any Securityholder of the Securities given in connection with a tender of such Securityholder’s Securities will not be rendered invalid by such tender. After an amendment under this Section becomes effective, the Issuers shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Securityholders. The Issuers may amend this Indenture or (a) With the Securities without notice to any Securityholder but with the written consent (evidenced as provided in Section 7.01) of the Securityholders holders of at least a majority in principal amount of the Securities then outstanding (includingat the time outstanding, without limitationthe Company, consents obtained when authorized by a Board Resolution, and the Trustee may from time to time and at any time amend this Indenture for the purpose of adding any provisions to or changing in connection with a purchase ofany manner or 45 52 eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the holders of the Securities; provided, or tender offer or exchange offer forhowever, Securities). However, that no such amendment shall without the consent of the holders of each Securityholder affected, an amendment may not: Security then outstanding and affected hereby (1i) reduce the principal amount of Securities whose Securityholders must consent to an amendment; (2) reduce the rate of or extend the time for payment of interest on any Security; (3) reduce the principal of or extend the Stated Maturity of any Security; (4) , or reduce the premium payable upon the redemption rate or repurchase of any Security or change extend the time at which of payment of interest thereon (except as contemplated by Article XVI), or reduce the principal amount thereof, or reduce any Security may amount payable on prepayment thereof, or shall be redeemed make the principal thereof or repurchased as described under Section 3.7, Section 3.9 and Article V; (5) make any Security interest or premium thereon payable in any coin or currency other than that stated provided in the Security; (6) Securities, or impair or affect the right of any Securityholder to receive payment of principal of, premium, if any, and interest on such Securityholder’s Securities on or after the due dates therefor (other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for payment thereof, or (ii) reduce the enforcement aforesaid percentage of Securities the holders of which are required to consent to any such amendment to this Indenture; provided, however, that if the Securities are held by Trenwick Capital Trust I, such amendment shall not be effective until the holders of a majority in liquidation amount of Trust Securities shall have consented to such amendment; provided, further, that if the consent of the holder of each outstanding Security is required, such amendment shall not be effective until each holder of the Trust Securities shall have consented to such amendment. (b) Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any payment on supplemental indenture affecting such amendment, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or with respect to immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such Securityholder’s Securities; orsupplemental indenture. (7c) make Promptly after the execution by the Company and the Trustee of any change supplemental indenture pursuant to the amendment provisions which require each Securityholder’s consent or of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the waiver provisionsSecurityholders as their names and addresses appear upon the Security Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. (d) It shall not be necessary for the consent of the Securityholders under this Section 9.02 to approve the particular form of any proposed amendmentsupplemental indenture, but it shall be sufficient if such consent approves shall approve the substance thereof. A consent to any amendment or waiver under this Indenture by any Securityholder of the Securities given in connection with a tender of such Securityholder’s Securities will not be rendered invalid by such tender. After an amendment under this Section becomes effective, the Issuers shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Securityholders. The Issuers may amend this Indenture or With the Securities without notice to any Securityholder but with the written consent (evidenced as provided in Section 7.1) of the Securityholders holders of at least a majority in aggregate principal amount of the Securities then outstanding (includingat the time outstanding, without limitationthe Company, consents obtained when authorized by a Board Resolution, and the Trustee may from time to time and at any time amend the Indenture for the purpose of adding any provisions to or changing in connection with a purchase ofany manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the holders of the Securities; provided, or tender offer or exchange offer forhowever, Securities). However, that no such amendment shall without the consent of the holders of each Securityholder affectedSecurity then outstanding and affected thereby (i) extend the Maturity Date of any Security, an amendment may not: or reduce the rate or extend the time of payment of interest thereon (1) except as contemplated by Article XVI), or reduce the principal amount of Securities whose Securityholders must consent to an amendment; (2) thereof, or reduce the rate of any amount payable on prepayment thereof, or extend the time for payment of interest on any Security; (3) reduce make the principal of thereof or extend the Stated Maturity of any Security; (4) reduce the interest or premium payable upon the redemption or repurchase of any Security or change the time at which any Security may or shall be redeemed or repurchased as described under Section 3.7, Section 3.9 and Article V; (5) make any Security thereon payable in any coin or currency other than that stated provided in the Security; (6) Securities, or impair or affect the right of any Securityholder to receive payment of principal of, premium, if any, and interest on such Securityholder’s Securities on or after the due dates therefor (other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for payment thereof, or (ii) reduce the enforcement aforesaid percentage of Securities the holders of which are required to consent to any such amendment to the Indenture, provided, however, that if the Securities are held by LFC Trust, such amendment shall not be effective until the holders of a majority in liquidation amount of Trust Securities shall have consented to such amendment; and provided, further, that if the consent of the holder of each outstanding Security is required, such amendment shall not be effective until each holder of the Trust Securities shall have consented to such amendment. Upon the request of the Company accompanied by a copy of a Board Resolution authorizing the execution of any payment on supplemental indenture affecting such amendment, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or with respect to immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such Securityholder’s Securities; or (7) make supplemental indenture. Promptly after the execution by the Company and the Trustee of any change supplemental indenture pursuant to the amendment provisions which require each Securityholder’s consent or of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the waiver provisionsSecurityholders as their names and addresses appear upon the Security Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.2 to approve the particular form of any proposed amendmentsupplemental indenture, but it shall be sufficient if such consent approves shall approve the substance thereof. A consent to any amendment or waiver under this Indenture by any Securityholder of the Securities given in connection with a tender of such Securityholder’s Securities will not be rendered invalid by such tender. After an amendment under this Section becomes effective, the Issuers shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Securityholders. The Issuers (a) Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture or the Securities without notice to any Securityholder but with the written consent of the Securityholders of at least not less than a majority in aggregate principal amount of the Securities then outstanding (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer forfor the Securities) and subject to Section 6.04 and 6.07 any existing Default or Event of Default and its consequences (other than a Default or Event of Default in the payment of principal premium, if any, or interest, if any, on the Securities except a payment default resulting from an acceleration of the Securities that has been rescinded) or compliance with any provision of this Indenture or the Securities may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Securities (including consents obtained in connection with a purchase of, or tender offer or exchange offer for the Securities). [Furthermore, subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Securities then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for the Securities) may waive compliance in a particular instance by the Company with any provision of this Indenture or the Securities.] However, without the consent of each Securityholder affected, an amendment amendment, supplement or waiver under this Section 9.02 may not:not (with respect to any Securities held by a non-consenting Holder): (1i) reduce the principal amount of Securities whose Securityholders Holders must consent to an amendment, supplement or waiver; (2ii) reduce the stated rate of or extend the stated time for payment of any interest on any Security; (3iii) reduce the principal of or extend the Stated Maturity of any SecuritySecurity or alter the redemption provisions (including without limitation Sections 3.07, 3.09, 4.11 and 4.14 hereof) with respect thereto; (4iv) reduce the premium payable upon the redemption or repurchase of any Security or change the time at which any Security may or shall be redeemed or repurchased as described under in accordance with Section 3.7, Section 3.9 and Article V3.07; (5v) make any Security payable in currency money other than that stated in the Security; (6vi) make any change in Section 6.04 or 6.07 hereof or in this Section 9.02(a); (vii) waive a Default or Event of Default in the payment of principal of premium, if any, or interest, if any, on, or redemption payment with respect to, any or Security (except a rescission of acceleration of the Securities by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); (viii) impair the right of any Securityholder holder to receive payment of principal of, premium, if any, of and interest on such Securityholder’s holder's Securities on or after the due dates therefor (other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for the enforcement of any payment on or with respect to such Securityholder’s holder's Securities; or; (7ix) make any change to in the amendment provisions which require each Securityholder’s consent or in the waiver provisions or requiring any Guaranty hereof or in the provisions of any such Guaranty; (x) release Collateral from the lien of the Escrow Agreement, except in accordance with terms thereof, or amend terms thereof relating to release; or (xi) release any Subsidiary Guarantor from its Subsidiary Guaranty, except as provided herein. (b) Upon the request of the Company and the Subsidiary Guarantors accompanied by Board Resolutions of their respective Boards of Directors authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the waiver provisions. Trustee of the consent of the Securityholders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 and Section 9.06 hereof, the Trustee shall join with the Company and the Subsidiary 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. (c) It shall not be necessary for the consent of the Securityholders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. A consent to any amendment . (d) After an amendment, supplement or waiver under this Indenture by any Securityholder of the Securities given in connection with a tender of such Securityholder’s Securities will not be rendered invalid by such tender. After an amendment under this Section 9.02 becomes effective, the Issuers Company shall mail to all Securityholders a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such amendment. The failure to give such notice to all Securityholdersnotice, or any defect therein, shall not not, however, in any way impair or affect the validity of an amendment under this Sectionany such amendment, supplement or waiver.

With Consent of Securityholders. The Issuers may amend this Indenture or With the Securities without notice to any Securityholder but with the written consent (evidenced as provided in Section 7.01) of the Securityholders holders of at least a majority in aggregate principal amount of the Securities then outstanding (includingat the time outstanding, without limitationthe Company, consents obtained when authorized by a Board Resolution, and the Trustee may from time to time and at any time amend the Indenture for the purpose of adding any provisions to or changing in connection with a purchase ofany manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the holders of the Securities; provided, or tender offer or exchange offer forhowever, Securities). However, that no such amendment shall without the consent of the holders of each Securityholder affectedSecurity then outstanding and affected thereby (i) change the Maturity Date of any Security, an amendment may not: or reduce the rate or extend the time of payment of interest thereon (1) except as contemplated by Article XVI), or reduce the principal amount of Securities whose Securityholders must consent to an amendment; (2) thereof, or reduce the rate of any amount payable on redemption thereof, or extend the time for payment of interest on any Security; (3) reduce make the principal of thereof or extend the Stated Maturity of any Security; (4) reduce the interest or premium payable upon the redemption or repurchase of any Security or change the time at which any Security may or shall be redeemed or repurchased as described under Section 3.7, Section 3.9 and Article V; (5) make any Security thereon payable in any coin or currency other than that stated provided in the Security; (6) Securities, or impair or affect the right of any Securityholder to receive payment of principal of, premium, if any, and interest on such Securityholder’s Securities on or after the due dates therefor (other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for payment thereof, or (ii) reduce the enforcement aforesaid percentage of Securities the holders of which are required to consent to any such amendment to the Indenture, provided, however, that if the Securities are held by First Western Capital Trust, such amendment shall not be effective until the holders of a majority in liquidation amount of Trust Securities shall have consented to such amendment; provided, further, that if the consent of the holder of each outstanding Security is required, such amendment shall not be effective until each holder of the Trust Securities shall have consented to such amendment. Upon the request of the Company accompanied by a copy of a resolution of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any payment on supplemental indenture affecting such amendment, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or with respect to immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such Securityholder’s Securities; or (7) make supplemental indenture. Promptly after the execution by the Company and the Trustee of any change supplemental indenture pursuant to the amendment provisions which require each Securityholder’s consent or of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the waiver provisionsSecurityholders as their names and addresses appear upon the Security Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.02 to approve the particular form of any proposed amendmentsupplemental indenture, but it shall be sufficient if such consent approves shall approve the substance thereof. A consent to any amendment or waiver under this Indenture by any Securityholder of the Securities given in connection with a tender of such Securityholder’s Securities will not be rendered invalid by such tender. After an amendment under this Section becomes effective, the Issuers shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Securityholders. The Issuers Issuer, any Guarantor and the Trustee, as applicable, may amend this Indenture or the Securities without notice to any Securityholder but with the written consent of the Securityholders Holders of at least a majority in principal amount of the Securities then outstanding (includingSecurities. Upon the request of the Issuer, without limitationaccompanied by a resolution of the Boards of Directors of the Issuer and each Guarantor, consents obtained in connection as the case may be, authorizing the execution of any such supplemental indenture or amendment, and upon the filing with a purchase of, or tender offer or exchange offer for, Securities). However, without the Trustee of evidence satisfactory to the Trustee of the consent of each Securityholder affectedthe Securityholders as aforesaid, an amendment and upon receipt by the Trustee of the documents described in Section 9.06 hereof, the Trustee shall, join with the Issuer and the Guarantors, as the case may not: (1) reduce the principal amount of Securities whose Securityholders must consent to an amendment; (2) reduce the rate of or extend the time for payment of interest on any Security; (3) reduce the principal of or extend the Stated Maturity of any Security; (4) reduce the premium payable upon the redemption or repurchase of any Security or change the time at which any Security may or shall be redeemed or repurchased as described under Section 3.7be, Section 3.9 and Article V; (5) make any Security payable in currency other than that stated in the Security; (6) impair execution of such supplemental indenture or amendment unless such supplemental indenture or amendment affects the right of any Securityholder to receive payment of principal ofTrustee's own rights, premiumduties or immunities under this Indenture, if anyor otherwise, and interest on in which case the Trustee may in its discretion, but shall not be obligated to, enter into such Securityholder’s Securities on or after the due dates therefor (other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for the enforcement of any payment on or with respect to such Securityholder’s Securities; or (7) make any change to the amendment provisions which require each Securityholder’s consent or to the waiver provisionssupplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section to approve the particular form of any proposed supplemental indenture or amendment, but it shall be sufficient if such consent approves the substance thereof. A consent to any amendment After a supplemental indenture or waiver under this Indenture by any Securityholder of the Securities given in connection with a tender of such Securityholder’s Securities will not be rendered invalid by such tender. After an amendment under this Section becomes effective, the Issuers Issuer shall mail to the Securityholders affected thereby a notice briefly describing the amendment or waiver. Any failure of the Issuer to mail such amendment. The failure to give such notice to all Securityholdersnotice, or any defect therein, shall not not, however, in any way impair or affect the validity of any such supplemental indenture, amendment or waiver. Subject to Sections 6.04 and 6.07 hereof, the Securityholders of a majority in principal amount of the Securities then outstanding may waive compliance in a particular instance by the Issuer or any Guarantor with any provision of this Indenture or the Securities. However, without the consent of each Securityholder affected, an amendment or waiver under this SectionSection may not (with respect to any Securities held by a non-consenting Securityholder): (1) reduce the principal amount of Securities whose Securityholders must consent to amendment or waiver; (2) reduce the rate of or change the time for payment of interest, including default interest, on any Security; (3) reduce the principal of or change the fixed maturity of any Security or alter the optional or mandatory redemption provisions or the price at which the Issuer shall offer to purchase such Securities pursuant to Sections 3.09 and 4.15 hereof; (4) make any Security payable in money other than that stated in the Security; (5) make any change in Section 6.04 or 6.07 hereof or in this sentence of this Section 9.02; or (6) waive a Default in the payment of principal of or interest on, or redemption payment with respect to, any Security (other than a Default in the payment of an amount due as a result of an acceleration if the Securityholders rescind such acceleration pursuant to Section 6.02).

With Consent of Securityholders. The Issuers may amend this Indenture or With the Securities without notice to any Securityholder but with the written consent (evidenced as provided in Section 7.01) of the Securityholders holders of at least a majority in aggregate principal amount of the Securities then outstanding (includingat the time outstanding, without limitationthe Company, consents obtained when authorized by a Board Resolution, and the Trustee may from time to time and at any time amend the Indenture for the purpose of adding any provisions to or changing in connection with a purchase ofany manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the holders of the Securities; provided, or tender offer or exchange offer forhowever, Securities). However, that no such amendment shall without the consent of the holders of each Securityholder affectedSecurity then outstanding and affected thereby (i) change the Maturity Date of any Security, an amendment may not: or reduce the rate or extend the time of payment of interest thereon (1) except as contemplated by Article XVI), or reduce the principal amount of Securities whose Securityholders must consent to an amendment; (2) thereof, or reduce the rate of any amount payable on redemption thereof, or extend the time for payment of interest on any Security; (3) reduce make the principal of thereof or extend the Stated Maturity of any Security; (4) reduce the premium payable upon the redemption or repurchase of any Security or change the time at which any Security may or shall be redeemed or repurchased as described under Section 3.7, Section 3.9 and Article V; (5) make any Security interest thereon payable in any coin or currency other than that stated provided in the Security; (6) Securities, or impair or affect the right of any Securityholder to receive payment of principal of, premium, if any, and interest on such Securityholder’s Securities on or after the due dates therefor (other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for payment thereof, or (ii) reduce the enforcement aforesaid percentage of Securities the holders of which are required to consent to any such amendment to the Indenture, provided, however, that if the Securities are held by R&G Capital Trust, such amendment shall not be effective until the holders of a majority in liquidation amount of Trust Securities shall have consented to such amendment; provided, further, that if the consent of the holder of each outstanding Security is required, such amendment shall not be effective until each holder of the Trust Securities shall have consented to such amendment. Upon the request of the Company accompanied by a copy of a resolution of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any payment on supplemental indenture affecting such amendment, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or with respect to immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such Securityholder’s Securities; or (7) make supplemental indenture. Promptly after the execution by the Company and the Trustee of any change supplemental indenture pursuant to the amendment provisions which require each Securityholder’s consent or of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the waiver provisionsSecurityholders as their names and addresses appear upon the Security Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.02 to approve the particular form of any proposed amendmentsupplemental indenture, but it shall be sufficient if such consent approves shall approve the substance thereof. A consent to any amendment or waiver under this Indenture by any Securityholder of the Securities given in connection with a tender of such Securityholder’s Securities will not be rendered invalid by such tender. After an amendment under this Section becomes effective, the Issuers shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Securityholders. The Issuers (a) Subject to Section 9.02(b), the Issuer, the Guarantors and the Trustee may amend this Indenture or and the Securities without notice to any Securityholder but with the written consent of the Securityholders holders of at least a majority in principal amount of the Securities Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securitiesfor the Notes) and any past default or compliance with any provisions may also be waived with the consent of the holders of at least a majority in principal amount of the Notes then outstanding. (b) Notwithstanding Section 9.02(a). However, without the consent of each Securityholder affectedSecurityholders holding at least 90.0% of the principal amount of the Notes (including, without limitation, consents obtained in connection with a tender offer or exchange for the Notes) an amendment or waiver of this Indenture and the Securities may not: (1) reduce the principal amount of Securities Notes whose Securityholders holders must consent to an amendment, supplement or waiver; (2) reduce the stated rate of or extend the stated time for payment of interest on any SecurityNote; (3) reduce the principal of or extend the Stated Maturity of any SecurityNote; (4) reduce the premium payable upon the redemption or repurchase of any Security Note pursuant to Article 3 of this Indenture or paragraph 5 of the Notes or change the time at which any Security Note may or shall be redeemed pursuant to Article 3 of this Indenture or repurchased as described under Section 3.7, Section 3.9 and Article Vparagraph 5 of the Notes; (5) make any Security Note payable in currency money other than that stated in the SecurityNote; (6) impair the right of any Securityholder holder to receive payment of principal of, premium, if any, principal of and interest on such Securityholder’s Securities holder‟s Notes on or after the due dates therefor (other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for the enforcement of any payment on or with respect to such Securityholder’s Securities; orholder‟s Notes; (7) make any change to in the amendment provisions which require each Securityholder’s consent or to the waiver provisions. , in each case which require the consent of holders holding at least 90% of the principal amount of the Notes; (8) release any Notes Guarantees (except in accordance with the terms of this Indenture); (9) make any change in Section 4.17 that adversely affects the rights of any holder of Notes or amend the terms of the Notes or this Indenture in a way that would result in the loss of an exemption from any of the Taxes described thereunder; or (10) make any change to or modify the ranking of the Notes that would adversely affect the holders. (c) It shall not be necessary for the consent of the Securityholders under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. A consent to any amendment or waiver under this Indenture by any Securityholder of the Securities given in connection with a tender of such Securityholder’s Securities will not be rendered invalid by such tender. . (d) After an amendment under this Section becomes effective, the Issuers Issuer shall mail provide to Securityholders Securityholders, in the manner contemplated by Section 13.01 hereof, a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Securityholders. The Issuers may amend this Indenture or With the Securities without notice to any Securityholder but with the written consent (evidenced as provided in Section 7.01) of the Securityholders holders of at least a majority in aggregate principal amount of the Securities then outstanding (includingat the time outstanding, without limitationthe Corporation, consents obtained when authorized by a Board Resolution, and the Debenture Trustee may from time to time and at any time amend this Indenture for the purpose of adding any provisions to or changing in connection with a purchase ofany manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the holders of the Securities; provided, or tender offer or exchange offer forhowever, Securities). Howeverthat no such amendment shall, without the consent of the holders of each Securityholder affectedSecurity then outstanding and affected thereby (i) change the Maturity Date of any Security, an amendment may not: or reduce the rate or extend the time of payment of interest thereon (1) except as contemplated by Article XVI), or reduce the principal amount of Securities whose Securityholders must consent to an amendment; (2) reduce the rate of thereof, or extend the time for payment of interest on change any Security; (3) reduce prepayment provisions, or make the principal of thereof or extend the Stated Maturity of any Security; (4) reduce the interest or premium payable upon the redemption or repurchase of any Security or change the time at which any Security may or shall be redeemed or repurchased as described under Section 3.7, Section 3.9 and Article V; (5) make any Security thereon payable in any coin or currency other than that stated in the Security; (6) U.S. dollars, or impair or affect the right of any Securityholder to receive payment of principal of, premium, if any, and interest on such Securityholder’s Securities on or after the due dates therefor (other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for payment thereof, or (ii) reduce the enforcement aforesaid percentage of Securities, the holders of which are required to consent to any such amendment to the Indenture; provided, however, that if the Securities are held by the Trust, such amendment shall not be effective until the holders of a majority in liquidation amount of Trust Securities shall have consented to such amendment; provided, further, that if the consent of the holder of each outstanding Security is required, such amendment shall not be effective until each holder of the Trust Securities shall have consented to such amendment. Upon the request of the Corporation accompanied by a copy of a resolution of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any payment on supplemental indenture effecting such amendment, and upon the filing with the Debenture Trustee of evidence of the consent of Securityholders as aforesaid, the Debenture Trustee shall join with the Corporation in the execution of such supplemental indenture unless such supplemental indenture affects the Debenture Trustee's own rights, duties or with respect to immunities under this Indenture or otherwise, in which case the Debenture Trustee may in its discretion, but shall not be obligated to, enter into such Securityholder’s Securities; or (7) make supplemental indenture. Promptly after the execution by the Corporation and the Debenture Trustee of any change supplemental indenture pursuant to the amendment provisions which require each Securityholder’s consent or of this Section, the Debenture Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Corporation, setting forth in general terms the substance of such supplemental indenture, to the waiver provisionsSecurityholders as their names and addresses appear upon the Security Register. Any failure of the Debenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.02 to approve the particular form of any proposed amendmentsupplemental indenture, but it shall be sufficient if such consent approves shall approve the substance thereof. A consent to any amendment or waiver under this Indenture by any Securityholder of the Securities given in connection with a tender of such Securityholder’s Securities will not be rendered invalid by such tender. After an amendment under this Section becomes effective, the Issuers shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Securityholders. The Issuers may amend this Indenture or With the Securities without notice to any Securityholder but with the written consent (evidenced as provided in Section 7.01) of the Securityholders holders of at least a majority in aggregate principal amount of the Securities then outstanding (includingat the time outstanding, without limitationthe Company, consents obtained when authorized by a Board Resolution, and the Trustee may from time to time and at any time amend the Indenture for the purpose of adding any provisions to or changing in connection with a purchase ofany manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the holders of the Securities; provided, or tender offer or exchange offer forhowever, Securities). However, that no such amendment shall without the consent of the holders of each Securityholder affectedSecurity then outstanding and affected thereby (i) extend the Maturity Date of any Security, an amendment may not: or reduce the rate or extend the time of payment of interest thereon (1) except as contemplated by Article XVI), or reduce the principal amount of Securities whose Securityholders must consent to an amendment; (2) thereof, or reduce the rate of any amount payable on redemption thereof, or extend the time for payment of interest on any Security; (3) reduce make the principal of thereof or extend the Stated Maturity of any Security; (4) reduce the interest or premium payable upon the redemption or repurchase of any Security or change the time at which any Security may or shall be redeemed or repurchased as described under Section 3.7, Section 3.9 and Article V; (5) make any Security thereon payable in any coin or currency other than that stated provided in the Security; (6) Securities, or impair or affect the right of any Securityholder to receive payment of principal of, premium, if any, and interest on such Securityholder’s Securities on or after the due dates therefor (other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for payment thereof, or (ii) reduce the enforcement aforesaid percentage of Securities the holders of which are required to consent to any such amendment to the Indenture, provided, however, that if the Securities are held by UNB Capital Trust, such amendment shall not be effective until the holders of a majority in liquidation amount of Trust Securities shall have consented to such amendment; provided, further, that if the consent of the holder of each outstanding Security is required, such amendment shall not be effective until each holder of the Trust Securities shall have consented to such amendment. Upon the request of the Company accompanied by a copy of a resolution of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any payment on supplemental indenture affecting such amendment, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or with respect to immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such Securityholder’s Securities; or (7) make supplemental indenture. Promptly after the execution by the Company and the Trustee of any change supplemental indenture pursuant to the amendment provisions which require each Securityholder’s consent or of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the waiver provisionsSecurityholders as their names and addresses appear upon the Security Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.02 to approve the particular form of any proposed amendmentsupplemental indenture, but it shall be sufficient if such consent approves shall approve the substance thereof. A consent to any amendment or waiver under this Indenture by any Securityholder of the Securities given in connection with a tender of such Securityholder’s Securities will not be rendered invalid by such tender. After an amendment under this Section becomes effective, the Issuers shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Securityholders. The Issuers may amend this Indenture or With the Securities without notice to any Securityholder but with the written consent (evidenced as provided in Section 7.01) of the Securityholders holders of at least a majority in aggregate principal amount of the Securities then outstanding (includingat the time outstanding, without limitationthe Company, consents obtained when authorized by a Board Resolution, and the Trustee may from time to time and at any time amend the Indenture for the purpose of adding any provisions to or changing in connection with a purchase ofany manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the holders of the Securities; provided, or tender offer or exchange offer forhowever, Securities). However, that no such amendment shall without the consent of the holders of each Securityholder affectedSecurity then outstanding and affected thereby (i) change the Maturity Date of any Security, an amendment may not: or reduce the rate or extend the time of payment of interest thereon (1) except as contemplated by Article XVI), or reduce the principal amount of Securities whose Securityholders must consent to an amendment; (2) thereof, or reduce the rate of any amount payable on redemption thereof, or extend the time for payment of interest on any Security; (3) reduce make the principal of thereof or extend the Stated Maturity of any Security; (4) reduce the interest or premium payable upon the redemption or repurchase of any Security or change the time at which any Security may or shall be redeemed or repurchased as described under Section 3.7, Section 3.9 and Article V; (5) make any Security thereon payable in any coin or currency other than that stated provided in the Security; (6) Securities, or impair or affect the right of any Securityholder to receive payment of principal of, premium, if any, and interest on such Securityholder’s Securities on or after the due dates therefor (other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for payment thereof, or (ii) reduce the enforcement aforesaid percentage of Securities the holders of which are required to consent to any such amendment to the Indenture, provided, however, that if the Securities are held by Argo Capital Trust Co., such amendment shall not be effective until the holders of a majority in liquidation amount of Trust Securities shall have consented to such amendment; provided, further, that if the consent of the holder of each outstanding Security is required, such amendment shall not be effective until each holder of the Trust Securities shall have consented to such amendment. Upon the request of the Company accompanied by a copy of a resolution of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any payment on supplemental indenture affecting such amendment, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or with respect to immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such Securityholder’s Securities; or (7) make supplemental indenture. Promptly after the execution by the Company and the Trustee of any change supplemental indenture pursuant to the amendment provisions which require each Securityholder’s consent or of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the waiver provisionsSecurityholders as their names and addresses appear upon the Security Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.02 to approve the particular form of any proposed amendmentsupplemental indenture, but it shall be sufficient if such consent approves shall approve the substance thereof. A consent to any amendment or waiver under this Indenture by any Securityholder of the Securities given in connection with a tender of such Securityholder’s Securities will not be rendered invalid by such tender. After an amendment under this Section becomes effective, the Issuers shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Securityholders. The Issuers may amend this Indenture or With the Securities without notice to any Securityholder but with the written consent (evidenced as provided in Section 7.01) of the Securityholders holders of at least a majority in aggregate principal amount of the Securities then outstanding (includingat the time outstanding, without limitationthe Company, consents obtained when authorized by a Board Resolution, and the Trustee may from time to time and at any time amend the Indenture for the purpose of adding any provisions to or changing in connection with a purchase ofany manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the holders of the Securities; provided, or tender offer or exchange offer forhowever, Securities). However, that no such amendment shall without the consent of the holders of each Securityholder affectedSecurity then outstanding and affected thereby (i) extend the Maturity Date of any Security, an amendment may not: or reduce the rate or extend the time of payment of interest thereon (1) except as contemplated by Article Sixteen), or reduce the principal amount of Securities whose Securityholders must consent to an amendment; (2) thereof, or reduce the rate of any amount payable on redemption thereof, or extend the time for payment of interest on any Security; (3) reduce make the principal of thereof or extend the Stated Maturity of any Security; (4) reduce the interest or premium payable upon the redemption or repurchase of any Security or change the time at which any Security may or shall be redeemed or repurchased as described under Section 3.7, Section 3.9 and Article V; (5) make any Security thereon payable in any coin or currency other than that stated provided in the Security; (6) Securities, or impair or affect the right of any Securityholder to receive payment of principal of, premium, if any, and interest on such Securityholder’s Securities on or after the due dates therefor (other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for payment thereof, or (ii) reduce the enforcement aforesaid percentage of Securities the holders of which are required to consent to any such amendment to the Indenture, provided, however, that if the Securities are held -------- ------- by BankBoston Capital Trust, such amendment shall not be effective until the holders of a majority in liquidation amount of Trust Securities shall have consented to such amendment; provided, further, that if the consent of the -------- ------- holder of each outstanding Security is required, such amendment shall not be effective until each holder of the Trust Securities shall have consented to such amendment. Upon the request of the Company accompanied by a copy of a resolution of the Board of Directors certified by its Clerk or Assistant Clerk authorizing the execution of any payment on supplemental indenture affecting such amendment, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or with respect 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 receive an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to such Securityholder’s Securities; or (7) make this Article is authorized or permitted by, and conforms to, the terms of this Article and that it is proper for the Trustee under the provisions of this Article to join in the execution thereof. Promptly after the execution by the Company and the Trustee of any change supplemental indenture pursuant to the amendment provisions which require each Securityholder’s consent or of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the waiver provisionsSecurityholders as their names and addresses appear upon the Security Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.02 to approve the particular form of any proposed amendmentsupplemental indenture, but it shall be sufficient if such consent approves shall approve the substance thereof. A consent to any amendment or waiver under this Indenture by any Securityholder of the Securities given in connection with a tender of such Securityholder’s Securities will not be rendered invalid by such tender. After an amendment under this Section becomes effective, the Issuers shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Securityholders. The Issuers may amend this Indenture or With the Securities without notice to any Securityholder but with the written consent (evidenced as provided in Section 7.1) of the Securityholders holders of at least a majority not less than two-thirds in aggregate principal amount of the Securities then outstanding (includingat the time outstanding, without limitationthe Company, consents obtained when authorized by a Board Resolution, and the Trustee may from time to time and at any time amend the Indenture for the purpose of adding any provisions to or changing in connection with a purchase ofany manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the holders of the Securities; provided, or tender offer or exchange offer forhowever, Securities). However, that no such amendment shall without the consent of the holders of each Securityholder affectedSecurity then outstanding and affected thereby (i) change the Maturity Date or, an amendment may not: once a Company Notice has been sent following a Repurchase Event, the Repurchase Date; (1ii) reduce the principal amount of Securities whose Securityholders must consent to an amendment; (2) reduce the rate of of, or extend the time for payment of interest on any Security; (3) reduce the principal of or extend the Stated Maturity of any Security; (4) reduce the premium payable upon the redemption or repurchase of interest on, any Security or the price payable upon a repurchase pursuant to Article Twelve; (iii) change the time at which place of payment where, or currency in which, any Security may or shall be redeemed any premium or repurchased as described under Section 3.7, Section 3.9 and Article V; interest thereon is payable; (5) make any Security payable in currency other than that stated in the Security; (6iv) impair the right of any Securityholder to receive payment of principal of, premium, if any, and interest on such Securityholder’s Securities on or after the due dates therefor (other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for the enforcement of any payment on or with respect to such Securityholder’s any Security; (v) adversely affect the right to convert the Securities; or (7vi) make any change adversely affect the right to cause the Company to repurchase the Securities; (vii) modify the subordination provisions in a manner adverse to the amendment holders of the Securities; (viii) reduce the above- stated percentage of outstanding Securities necessary to modify or amend the Indenture; or (ix) modify any of the provisions of section 5.4 except to increase the percentage of aggregate principal amount of outstanding Securities referred to therein. Upon the request of the Company accompanied by a copy of a Board Resolution authorizing the execution of any supplemental indenture effecting such amendment, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which require each Securityholder’s consent or to case the waiver provisions. It Trustee may in its discretion, but shall not be necessary for the consent of the Securityholders under this Section to approve the particular form of any proposed amendmentobligated to, but it shall be sufficient if enter into such consent approves the substance thereof. A consent to any amendment or waiver under this Indenture by any Securityholder of the Securities given in connection with a tender of such Securityholder’s Securities will not be rendered invalid by such tender. After an amendment under this Section becomes effective, the Issuers shall mail to Securityholders a notice briefly describing such amendmentsupplemental indenture. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.Trustee may receive an

With Consent of Securityholders. The Issuers may amend this Indenture or With the Securities without notice to any Securityholder but with the written consent (evidenced as provided in Sec- tion 7.01) of the Securityholders holders of at least a majority in aggregate principal amount of the Securities then outstanding (includingat the time outstanding, without limitationthe Company, consents obtained when authorized by a Board Resolution, and the Trustee may from time to time and at any time amend the Indenture for the purpose of adding any provisions to or changing in connection with a purchase ofany manner or elimi- nating any of the provisions of this Indenture or of modifying in any manner the rights of the holders of the Securities; provided, or tender offer or exchange offer forhowever, Securities). However, that no such amendment shall without the consent of the holders of each Securityholder affectedSecurity then outstanding and affected thereby (i) change the Maturity Date of any Security, an amendment may not: or reduce the rate or extend the time of payment of interest thereon (1) except as contemplated by Article XVI), or reduce the principal amount of Securities whose Securityholders must consent to an amendment; (2) thereof, or reduce the rate of any amount payable on redemption thereof, or extend the time for payment of interest on any Security; (3) reduce make the principal of thereof or extend the Stated Maturity of any Security; (4) reduce the interest or premium payable upon the redemption or repurchase of any Security or change the time at which any Security may or shall be redeemed or repurchased as described under Section 3.7, Section 3.9 and Article V; (5) make any Security thereon payable in any coin or currency other than that stated provided in the Security; (6) Securities, or impair or affect the right of any Securityholder to receive payment of principal of, premium, if any, and interest on such Securityholder’s Securities on or after the due dates therefor (other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for payment thereof, or (ii) reduce the enforcement afore- said percentage of Securities the holders of which are required to consent to any such amendment to the Indenture, provided, however, that if the Securities are held by Sovereign Capital Trust, such amendment shall not be effective until the holders of a majority in liquidation amount of Trust Securities shall have consented to such amendment; provided, further, that if the consent of the holder of each outstanding Security is required, such amendment shall not be effective until each holder of the Trust Securities shall have consented to such amendment. Upon the request of the Company accompanied by a copy of a resolution of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any payment on supplemental indenture affecting such amendment, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or with respect to immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligat- ed to, enter into such Securityholder’s Securities; or (7) make supplemental indenture. Promptly after the execution by the Company and the Trustee of any change supplemental indenture pursuant to the amendment provisions which require each Securityholder’s consent or of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the waiver provisionsSecurityholders as their names and addresses appear upon the Security Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.02 to approve the particular form of any proposed amendmentsupplemental indenture, but it shall be sufficient if such consent approves shall approve the substance thereof. A consent to any amendment or waiver under this Indenture by any Securityholder of the Securities given in connection with a tender of such Securityholder’s Securities will not be rendered invalid by such tender. After an amendment under this Section becomes effective, the Issuers shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Securityholders. The Issuers may amend this Indenture or With the Securities without notice to any Securityholder but with the written consent (evidenced as provided in Section 7.01) of the Securityholders holders of at least a majority in aggregate principal amount of the Securities then outstanding (includingat the time outstanding, without limitationthe Company, consents obtained when authorized by a Board Resolution, and the Trustee may from time to time and at any time amend the Indenture for the purpose of adding any provisions to or changing in connection with a purchase ofany manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the holders of the Securities; provided, or tender offer or exchange offer forhowever, Securities). However, that no such amendment shall without the consent of the holders of each Securityholder affectedSecurity then outstanding and affected hereby (i) extend the Maturity Date of any Security, an amendment may not: or reduce the rate or extend the time of payment of interest thereon (1) except as contemplated by Article Sixteen), or reduce the principal amount thereof, or change any of Securities whose Securityholders must consent to an amendment; (2) reduce the rate of redemption provisions applicable thereto, or extend the time for payment of interest on any Security; (3) reduce make the principal of thereof or extend the Stated Maturity of any Security; (4) reduce the interest or premium payable upon the redemption or repurchase of any Security or change the time at which any Security may or shall be redeemed or repurchased as described under Section 3.7, Section 3.9 and Article V; (5) make any Security thereon payable in any coin or currency other than that stated provided in the Security; (6) Securities, or impair or affect the right of any Securityholder to receive payment of principal of, premium, if any, and interest on such Securityholder’s Securities on or after the due dates therefor (other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for payment thereof, or (ii) reduce the enforcement aforesaid percentage of Securities the holders of which are required to consent to any such amendment to the Indenture; provided, however, that if the Securities are held by Madison Capital Trust, such amendment shall not be effective until the holders of a majority in liquidation amount of Trust Securities shall have consented to such amendment; provided, further, that if the consent of the holder of each outstanding Security is required, such amendment shall not be effective until each holder of the Trust Securities shall have consented to such amendment. Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any payment on supplemental indenture affecting such amendment, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture, unless such supplemental indenture affects the Trustee's own rights, duties or with respect to immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such Securityholder’s Securities; or (7) make supplemental indenture. Promptly after the execution by the Company and the Trustee of any change supplemental indenture pursuant to the amendment provisions which require each Securityholder’s consent or of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the waiver provisionsSecurityholders as their names and addresses appear upon the Security Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.02 to approve the particular form of any proposed amendmentsupplemental indenture, but it shall be sufficient if such consent approves shall approve the substance thereof. A consent to any amendment or waiver under this Indenture by any Securityholder of the Securities given in connection with a tender of such Securityholder’s Securities will not be rendered invalid by such tender. After an amendment under this Section becomes effective, the Issuers shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Securityholders. The Issuers may amend this Indenture or With the Securities without notice to any Securityholder but with the written consent (evidenced as provided in Section 7.01) of the Securityholders holders of at least a majority in aggregate principal amount of the Securities then outstanding (includingat the time outstanding, without limitationthe Corporation, consents obtained when authorized by a Board Resolution, and the Debenture Trustee may from time to time and at any time amend this Indenture for the purpose of adding any provisions to or changing in connection with a purchase ofany manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the holders of the Securities; provided, or tender offer or exchange offer forhowever, Securities). Howeverthat no such amendment shall, without the consent of the holders of each Securityholder affectedSecurity then outstanding and affected thereby (i) change the Maturity Date of any Security, an amendment may not: or reduce the rate or extend the time of payment of interest thereon (1) except as contemplated by Article XVI), or reduce the principal amount of Securities whose Securityholders must consent to an amendment; (2) reduce the rate of thereof, or extend the time for payment of interest on change any Security; (3) reduce prepayment provisions, or make the principal of thereof or extend the Stated Maturity of any Security; (4) reduce the interest or premium payable upon the redemption or repurchase of any Security or change the time at which any Security may or shall be redeemed or repurchased as described under Section 3.7, Section 3.9 and Article V; (5) make any Security thereon payable in any coin or currency other than that stated in the Security; (6) U.S. dollars, or impair or affect the right of any Securityholder to receive payment of principal of, premium, if any, and interest on such Securityholder’s Securities on or after the due dates therefor (other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for payment thereof, or (ii) reduce the enforcement aforesaid percentage of Securities, the holders of which are required to consent to any such amendment to the Indenture; provided, however, that if the Securities are held by the Trust, such amendment shall not be effective until the holders of a majority in liquidation amount of Trust Securities shall have consented to such amendment; provided, further, that if the consent of the holder of each outstanding Security is required, such amendment shall not be effective until each holder of the Trust Securities shall have consented to such amendment. Upon the request of the Corporation accompanied by a copy of a resolution of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any payment on supplemental indenture affecting such amendment, and upon the filing with the Debenture Trustee of evidence of the consent of Securityholders as aforesaid, the Debenture Trustee shall join with the Corporation in the execution of such supplemental indenture unless such supplemental indenture affects the Debenture Trustee's own rights, duties or with respect to immunities under this Indenture or otherwise, in which case the Debenture Trustee may in its discretion, but shall not be obligated to, enter into such Securityholder’s Securities; or (7) make supplemental indenture. Promptly after the execution by the Corporation and the Debenture Trustee of any change supplemental indenture pursuant to the amendment provisions which require each Securityholder’s consent or of this Section, the Debenture Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Corporation, setting forth in general terms the substance of such supplemental indenture, to the waiver provisionsSecurityholders as their names and addresses appear upon the Security Register. Any failure of the Debenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.02 to approve the particular form of any proposed amendmentsupplemental indenture, but it shall be sufficient if such consent approves shall approve the substance thereof. A consent to any amendment or waiver under this Indenture by any Securityholder of the Securities given in connection with a tender of such Securityholder’s Securities will not be rendered invalid by such tender. After an amendment under this Section becomes effective, the Issuers shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Securityholders. The Issuers With the consent (evidenced as provided in Section 7.01) of the holders of a majority in aggregate principal amount of the Securities at the time outstanding, the Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time amend the Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the Securities rights of the holders of the Securities; provided, however, that no such amendment or modification shall without notice to any Securityholder but with the written consent of the Securityholders holders of at least each Security then outstanding and affected thereby (i) change the Maturity Date of any Security, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof, reduce the Redemption Price, Purchase Price or Change in Control Purchase Price, make any change that adversely affects the right to convert any Security, make any change that adversely affects the right to require the Company to purchase the Securities in accordance with the terms thereof and of this Indenture, modify the provisions of this Indenture relating to the subordination of the Securities or the right to commence a Direct Action in a manner adverse to the Securityholders, or make the principal thereof or any interest or premium thereon payable in any coin or currency other than that provided in the Securities, or impair or affect the right of any Securityholder to institute suit for payment thereof, or (ii) reduce the aforesaid percentage of Securities the holders of which are required to consent to any such modification or amendment to the Indenture or waive compliance by the Company or Xerox Funding, as the case may be, with any covenant or waive any past default, provided, however, that (i) if the Securities are held solely by Xerox Funding and no Trust Securities are outstanding, such amendment or modification shall not be effective until the holders of a majority in principal amount of the Securities then outstanding (includingXerox Funding Debentures shall have consented to such amendment or modification; provided, without limitationfurther, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities). However, without that if the consent of the holder of each Securityholder affectedoutstanding Security is required, an such amendment may not: or modification shall not be effective until each holder of the Xerox Funding Debentures shall have consented to such amendment or modification and (1ii) reduce if the principal Xerox Funding Debentures are held solely by the Property Trustee, such amendment or modification shall not be effective until the holders of a majority in liquidation amount of Trust Securities whose Securityholders must shall have consented to such amendment or modification; provided, further, that if the consent of the holder of each outstanding Security is required, such amendment or modification shall not be effective until each holder of the Trust Securities shall have consented to an amendment; (2) reduce such amendment or modification. Upon the rate request of the Company accompanied by a copy of a resolution of the Board of Directors certified by its Secretary or extend Assistant Secretary authorizing the time for payment of interest on any Security; (3) reduce the principal of or extend the Stated Maturity execution of any Security; (4) reduce the premium payable supplemental indenture affecting such amendment, and upon the redemption filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or repurchase 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. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the Securityholders as their names and addresses appear upon the Security Register. Any failure of the Trustee to mail such notice, or change any defect therein, shall not, however, in any way impair or affect the time at which any Security may or shall be redeemed or repurchased as described under Section 3.7, Section 3.9 and Article V; (5) make any Security payable in currency other than that stated in the Security; (6) impair the right validity of any Securityholder to receive payment of principal of, premium, if any, and interest on such Securityholder’s Securities on or after the due dates therefor (other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for the enforcement of any payment on or with respect to such Securityholder’s Securities; or (7) make any change to the amendment provisions which require each Securityholder’s consent or to the waiver provisionssupplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.02 to approve the particular form of any proposed amendmentsupplemental indenture, but it shall be sufficient if such consent approves shall approve the substance thereof. A consent to any amendment or waiver under this Indenture by any Securityholder of the Securities given in connection with a tender of such Securityholder’s Securities will not be rendered invalid by such tender. After an amendment under this Section becomes effective, the Issuers shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Securityholders. The Issuers may amend this Indenture or With the Securities without notice to any Securityholder but with the written consent (evidenced as provided in Section 7.01) of the Securityholders holders of at least a majority in aggregate principal amount of the Securities then outstanding (includingat the time outstanding, without limitationthe Company, consents obtained when authorized by a Board Resolution, and the Trustee may from time to time and at any time amend the Indenture for the purpose of adding any provisions to or changing in connection with a purchase ofany manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the holders of the Securities; provided, or tender offer or exchange offer forhowever, Securities). However, that no such amendment shall without the consent of the holders of each Securityholder affectedSecurity then outstanding and affected thereby (i) extend the Maturity Date of any Security, an amendment may not: or reduce the rate or extend the time of payment of interest thereon (1) except as contemplated by Article XVI), or reduce the principal amount of Securities whose Securityholders must consent to an amendment; (2) thereof, or reduce the rate of any amount payable on redemption thereof, or extend the time for payment of interest on any Security; (3) reduce make the principal of thereof or extend the Stated Maturity of any Security; (4) reduce the interest or premium payable upon the redemption or repurchase of any Security or change the time at which any Security may or shall be redeemed or repurchased as described under Section 3.7, Section 3.9 and Article V; (5) make any Security thereon payable in any coin or currency other than that stated provided in the Security; (6) Securities, or impair or affect the right of any Securityholder to receive payment of principal of, premium, if any, and interest on such Securityholder’s Securities on or after the due dates therefor (other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for payment thereof, or (ii) reduce the enforcement aforesaid percentage of Securities the holders of which are required to consent to any such amendment to the Indenture, provided, however, that if the Securities are held by OnBank Capital Trust, such amendment shall not be effective until the holders of a majority in liquidation amount of Trust Securities shall have consented to such amendment; provided, further, that if the consent of the holder of each outstanding Security is required, such amendment shall not be effective until each holder of the Trust Securities shall have consented to such amendment. Upon the request of the Company accompanied by a copy of a resolution of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any payment on supplemental indenture affecting such amendment, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or with respect to immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such Securityholder’s Securities; or (7) make supplemental indenture. Promptly after the execution by the Company and the Trustee of any change supplemental indenture pursuant to the amendment provisions which require each Securityholder’s consent or of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the waiver provisionsSecurityholders as their names and addresses appear upon the Security Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.02 to approve the particular form of any proposed amendmentsupplemental indenture, but it shall be sufficient if such consent approves shall approve the substance thereof. A consent to any amendment or waiver under this Indenture by any Securityholder of the Securities given in connection with a tender of such Securityholder’s Securities will not be rendered invalid by such tender. After an amendment under this Section becomes effective, the Issuers shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Securityholders. (a) The Issuers Company and the Trustee may amend or supplement this Indenture or the Securities without notice to any Securityholder but with the written consent of the Securityholders of at least not less than a majority in aggregate principal amount of the Securities then outstanding (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer forfor the Securities) and any existing Default and its consequences (including, without limitation, an acceleration of the Securities) or compliance with any provision of this Indenture or the Securities may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Securities (including consents obtained in connection with a tender offer or exchange offer for the Securities). Furthermore, subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange offer for the Securities) may waive compliance in a particular instance by the Company with any provision of this Indenture or the Securities. However, without the consent of each Securityholder affected, an amendment amendment, supplement or waiver under this Section 9.02 may not:not (with respect to any Securities held by a non-consenting Holder): (1i) reduce the principal amount of Securities whose Securityholders Holders must consent to an amendment, supplement or waiver; (2ii) reduce the rate of or extend the time for payment of any interest on any Security; (3iii) reduce the principal of or extend the Stated Maturity of any SecuritySecurity or alter the redemption provisions (including without limitation Sections 3.07, 3.09, 4.11 and 4.14 hereof) with respect thereto; (4iv) reduce the premium payable upon the redemption or repurchase of any Security or change the time at which any Security may or shall be redeemed or repurchased as described under in accordance with Section 3.7, Section 3.9 and Article V3.07; (5v) make any Security payable in currency money other than that stated in the Security; (6vi) impair make any change in Section 6.04 or 6.07 hereof or in this Section 9.02(a); or (vii) waive a Default or Event of Default in the right of any Securityholder to receive payment of principal of, of premium, if any, or interest on, or redemption payment with respect to, any or Security (excluding any principal or interest due solely as a result of the occurrence of a Declaration). (b) Upon the request of the Company and interest on such Securityholder’s Securities on or after the due dates therefor (other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for Guarantors accompanied by Board Resolutions of their respective Boards of Directors authorizing the enforcement execution of any payment on such supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Securityholders as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.06 hereof, the Trustee shall join with the Company and the Guarantors in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or with respect to immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such Securityholder’s Securities; orsupplemental indenture. (7c) make any change to the amendment provisions which require each Securityholder’s consent or to the waiver provisions. It shall not be necessary for the consent of the Securityholders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. A consent to any amendment . (d) After an amendment, supplement or waiver under this Indenture by any Securityholder of the Securities given in connection with a tender of such Securityholder’s Securities will not be rendered invalid by such tender. After an amendment under this Section 9.02 becomes effective, the Issuers Company shall mail to all Securityholders a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such amendment. The failure to give such notice to all Securityholdersnotice, or any defect therein, shall not not, however, in any way impair or affect the validity of an amendment under this Sectionany such amendment, supplement or waiver.

With Consent of Securityholders. The Issuers may amend this Indenture or With the Securities without notice to any Securityholder but with the written consent (evidenced as provided in Section 7.01) of the Securityholders holders of at least a majority in aggregate principal amount of the Securities then outstanding (includingat the time outstanding, without limitationthe Company, consents obtained when authorized by a Board Resolution, and the Trustee may from time to time and at any time amend this Indenture for the purpose of adding any provisions to or changing in connection with a purchase ofany manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the holders of the Securities; provided, or tender offer or exchange offer forhowever, Securities). However, that no such amendment shall without the consent of the holders of each Securityholder affectedSecurity then outstanding and affected thereby (i) change the Maturity Date of any Security, an amendment may not: or reduce the rate or extend the time of payment of interest thereon (1) except as contemplated by Article Sixteen), or reduce the principal amount of Securities whose Securityholders must consent to an amendment; (2) thereof, or reduce the rate of any amount payable on prepayment thereof, or extend the time for payment of interest on any Security; (3) reduce make the principal of thereof or extend the Stated Maturity of any Security; (4) reduce the interest or premium payable upon the redemption or repurchase of any Security or change the time at which any Security may or shall be redeemed or repurchased as described under Section 3.7, Section 3.9 and Article V; (5) make any Security thereon payable in any coin or currency other than that stated provided in the Security; (6) Securities, or impair or affect the right of any Securityholder to receive payment of principal of, premium, if any, and interest on such Securityholder’s Securities on or after the due dates therefor (other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for payment thereof, or (ii) reduce the enforcement aforesaid percentage of Securities the holders of which are required to consent to any such amendment to this Indenture, provided, however, that if the Securities are held by ALBANK Capital Trust, such amendment shall not be effective until the holders of a majority in liquidation amount of Trust Securities shall have consented to such amendment; provided, further, that if the consent of the holder of each outstanding Security is required, such amendment shall not be effective until each holder of the Trust Securities shall have consented to such amendment. Upon the request of the Company accompanied by a copy of a resolution of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any payment on supplemental indenture affecting such amendment, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or with respect to immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such Securityholder’s Securities; or (7) make supplemental indenture. Promptly after the execution by the Company and the Trustee of any change supplemental indenture pursuant to the amendment provisions which require each Securityholder’s consent or of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the waiver provisionsSecurityholders as their names and addresses appear upon the Security Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.02 to approve the particular form of any proposed amendmentsupplemental indenture, but it shall be sufficient if such consent approves shall approve the substance thereof. A consent to any amendment or waiver under this Indenture by any Securityholder of the Securities given in connection with a tender of such Securityholder’s Securities will not be rendered invalid by such tender. After an amendment under this Section becomes effective, the Issuers shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Securityholders. The Issuers may amend this Indenture or With the Securities without notice to any Securityholder but with the written consent (evidenced as provided in Section 7.01) of the Securityholders holders of at least a majority in aggregate principal amount of the Securities then outstanding (includingat the time outstanding, without limitationthe Company, consents obtained when authorized by a Board Resolution, and the Trustee may from time to time and at any time amend the Indenture for the purpose of adding any provisions to or changing in connection with a purchase ofany manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the holders of the Securities; provided, or tender offer or exchange offer forhowever, Securities). However, that no such amendment shall -------- ------- without the consent of the holders of each Securityholder affectedSecurity then outstanding and affected thereby (i) change the Maturity Date of any Security, an amendment may not: or reduce the rate or extend the time of payment of interest thereon (1) except as contemplated by Article XVI), or reduce the principal amount of Securities whose Securityholders must consent to an amendment; (2) thereof, or reduce the rate of any amount payable on prepayment thereof, or extend the time for payment of interest on any Security; (3) reduce make the principal of thereof or extend the Stated Maturity of any Security; (4) reduce the interest or premium payable upon the redemption or repurchase of any Security or change the time at which any Security may or shall be redeemed or repurchased as described under Section 3.7, Section 3.9 and Article V; (5) make any Security thereon payable in any coin or currency other than that stated provided in the Security; (6) Securities, or impair or affect the right of any Securityholder to receive payment of principal of, premium, if any, and interest on such Securityholder’s Securities on or after the due dates therefor (other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for payment thereof, or (ii) reduce the enforcement aforesaid percentage of Securities the holders of which are required to consent to any such amendment to the Indenture, provided, however, that if the Securities are held by Xerox Trust, -------- ------- such amendment shall not be effective until the holders of a majority in liquidation amount of Trust Securities shall have consented to such amendment; provided, further, that if the consent of the holder of each outstanding -------- ------- Security is required, such amendment shall not be effective until each holder of the Trust Securities shall have consented to such amendment. Upon the request of the Company accompanied by a copy of a resolution of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any payment on supplemental indenture affecting such amendment, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or with respect to immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such Securityholder’s Securities; or (7) make supplemental indenture. Promptly after the execution by the Company and the Trustee of any change supplemental indenture pursuant to the amendment provisions which require each Securityholder’s consent or of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the waiver provisionsSecurityholders as their names and addresses appear upon the Security Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.02 to approve the particular form of any proposed amendmentsupplemental indenture, but it shall be sufficient if such consent approves shall approve the substance thereof. A consent to any amendment or waiver under this Indenture by any Securityholder of the Securities given in connection with a tender of such Securityholder’s Securities will not be rendered invalid by such tender. After an amendment under this Section becomes effective, the Issuers shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Securityholders. The Issuers may amend this Indenture or With the Securities without notice to any Securityholder but with the written consent (evidenced as provided in Section 7.1) of the Securityholders holders of at least a majority in aggregate principal amount of the Securities then outstanding (includingat the time outstanding, without limitationthe Corporation, consents obtained when authorized by a Board Resolution, and the Debenture Trustee may from time to time and at any time amend this Indenture for the purpose of adding any provisions to or changing in connection with a purchase ofany manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the holders of the Securities; provided, or tender offer or exchange offer forhowever, Securities). Howeverthat no such amendment shall, without the consent of the holders of each Securityholder affectedSecurity then outstanding and affected thereby (i) change the Maturity Date of any Security, an amendment may not: or reduce the rate or extend the time of payment of interest thereon (1) except as contemplated by Article XVI), or reduce the principal amount of Securities whose Securityholders must consent to an amendment; (2) reduce the rate of thereof, or extend the time for payment of interest on change any Security; (3) reduce prepayment provisions, or make the principal of thereof or extend the Stated Maturity of any Security; (4) reduce the premium payable upon the redemption or repurchase of any Security or change the time at which any Security may or shall be redeemed or repurchased as described under Section 3.7, Section 3.9 and Article V; (5) make any Security interest thereon payable in any coin or currency other than that stated in the Security; (6) U.S. dollars, or impair or affect the right of any Securityholder to receive payment of principal of, premium, if any, and interest on such Securityholder’s Securities on or after the due dates therefor (other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for payment thereof, or (ii) reduce the enforcement aforesaid percentage of Securities, the holders of which are required to consent to any such amendment to the Indenture; provided, however, that if the Securities are held by the Trust, such amendment shall not be effective until the holders of a majority in liquidation amount of Trust Securities shall have consented to such amendment; provided, further, that if the consent of the holder of each outstanding Security is required, such amendment shall not be effective until each holder of the Trust Securities shall have consented to such amendment. Upon the request of the Corporation accompanied by a copy of a resolution of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any payment on supplemental indenture effecting such amendment, and upon the filing with the Debenture Trustee of evidence of the consent of Securityholders as aforesaid, the Debenture Trustee shall join with the Corporation in the execution of such supplemental indenture unless such supplemental indenture affects the Debenture Trustee's own rights, duties or with respect to immunities under this Indenture or otherwise, in which case the Debenture Trustee may in its discretion, but shall not be obligated to, enter into such Securityholder’s Securities; or (7) make supplemental indenture. Promptly after the execution by the Corporation and the Debenture Trustee of any change supplemental indenture pursuant to the amendment provisions which require each Securityholder’s consent or of this Section, the Debenture Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Corporation, setting forth in general terms the substance of such supplemental indenture, to the waiver provisionsSecurityholders as their names and addresses appear upon the Security Register. Any failure of the Debenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.2 to approve the particular form of any proposed amendmentsupplemental indenture, but it shall be sufficient if such consent approves shall approve the substance thereof. A consent to any amendment or waiver under this Indenture by any Securityholder of the Securities given in connection with a tender of such Securityholder’s Securities will not be rendered invalid by such tender. After an amendment under this Section becomes effective, the Issuers shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Securityholders. The Issuers may amend this Indenture or With the Securities without notice to any Securityholder but with the written consent (evidenced as provided in Section 7.01) of the Securityholders holders of at least a majority in aggregate principal amount of the Securities then outstanding (includingat the time outstanding, without limitationthe Company, consents obtained when authorized by a Board Resolution, and the Trustee may from time to time and at any time amend the Indenture for the purpose of adding any provisions to or changing in connection with a purchase ofany manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the holders of the Securities; provided, or tender offer or exchange offer forhowever, Securities). However, that no such amendment shall without the consent of the holders of each Securityholder affectedSecurity then outstanding and affected thereby (i) change the Maturity Date of any Security, an amendment may not: or reduce the rate or extend the time of payment of interest thereon (1) except as contemplated by Article XVI), or reduce the principal amount of Securities whose Securityholders must consent to an amendment; (2) thereof, or reduce the rate of any amount payable on redemption thereof, or extend the time for payment of interest on any Security; (3) reduce make the principal of thereof or extend the Stated Maturity of any Security; (4) reduce the premium payable upon the redemption or repurchase of any Security or change the time at which any Security may or shall be redeemed or repurchased as described under Section 3.7, Section 3.9 and Article V; (5) make any Security interest thereon payable in any coin or currency other than that stated provided in the Security; (6) Securities, or impair or affect the right of any Securityholder to receive payment of principal of, premium, if any, and interest on such Securityholder’s Securities on or after the due dates therefor (other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for payment thereof, or (ii) reduce the enforcement aforesaid percentage of Securities the holders of which are required to consent to any such amendment to the Indenture, PROVIDED, HOWEVER, that if the Securities are held by Independent Capital Trust II, such amendment shall not be effective until the holders of a majority in liquidation amount of Trust Securities shall have consented to such amendment; PROVIDED, FURTHER, that if the consent of the holder of each outstanding Security is required, such amendment shall not be effective until each holder of the Trust Securities shall have consented to such amendment. Upon the request of the Company accompanied by a copy of a resolution of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any payment on supplemental indenture affecting such amendment, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or with respect to immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such Securityholder’s Securities; or (7) make supplemental indenture. Promptly after the execution by the Company and the Trustee of any change supplemental indenture pursuant to the amendment provisions which require each Securityholder’s consent or of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the waiver provisionsSecurityholders as their names and addresses appear upon the Security Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.02 to approve the particular form of any proposed amendmentsupplemental indenture, but it shall be sufficient if such consent approves shall approve the substance thereof. A consent to any amendment or waiver under this Indenture by any Securityholder of the Securities given in connection with a tender of such Securityholder’s Securities will not be rendered invalid by such tender. After an amendment under this Section becomes effective, the Issuers shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Securityholders. The Issuers may amend this Indenture or (a) With the Securities without notice to any Securityholder but with the written consent (evidenced as provided in Section 7.01) of the Securityholders holders of at least a majority in principal amount of the Securities then outstanding (includingat the time outstanding, without limitationthe Company, consents obtained when authorized by a Board Resolution, and the Trustee may from time to time and at any time amend this Indenture for the purpose of adding any provisions to or changing in connection with a purchase ofany manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the holders of the Securities; provided, or tender offer or exchange offer forhowever, Securities). However, that no such amendment shall without the consent of the holders of each Securityholder affected, an amendment may not: Security then outstanding and affected hereby (1i) reduce the principal amount of Securities whose Securityholders must consent to an amendment; (2) reduce the rate of or extend the time for payment of interest on any Security; (3) reduce the principal of or extend the Stated Maturity of any Security; (4) , or reduce the premium payable upon the redemption rate or repurchase of any Security or change extend the time at which of payment of interest thereon (except as contemplated by Article XVI), or reduce the principal amount thereof, or reduce any Security may amount payable on prepayment thereof, or shall be redeemed make the principal thereof or repurchased as described under Section 3.7, Section 3.9 and Article V; (5) make any Security interest or premium thereon payable in any coin or currency other than that stated provided in the Security; (6) Securities, or impair or affect the right of any Securityholder to receive payment of principal of, premium, if any, and interest on such Securityholder’s Securities on or after the due dates therefor (other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for payment thereof, or (ii) reduce the enforcement aforesaid percentage of Securities the holders of which are required to consent to any payment on or with respect such amendment to this Indenture; provided, however, that if the Securities are held by Orion Capital Trust II, such Securityholder’s Securities; or (7) make any change to the amendment provisions which require each Securityholder’s consent or to the waiver provisions. It shall not be necessary for effective until the holders of a majority in liquidation amount of Trust Securities shall have consented to such amendment; provided, further, that if the consent of the Securityholders under this Section to approve the particular form holder of any proposed amendmenteach outstanding Security is required, but it such amendment shall not be sufficient if such consent approves the substance thereof. A consent to any amendment or waiver under this Indenture by any Securityholder effective until each holder of the Trust Securities given in connection with a tender of such Securityholder’s Securities will not be rendered invalid by such tender. After an amendment under this Section becomes effective, the Issuers shall mail have consented to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Securityholders. The Issuers may amend this Indenture or With the Securities without notice to any Securityholder but with the written consent (evidenced as provided in Section 7.01) of the Securityholders holders of at least a majority in aggregate principal amount of the Securities then outstanding (includingat the time outstanding, without limitationthe Company, consents obtained when authorized by a Board Resolution, and the Trustee may from time to time and at any time amend the Indenture for the purpose of adding any provisions to or changing in connection with a purchase ofany manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the holders of the Securities; provided, or tender offer or exchange offer forhowever, Securities). However, that no such amendment shall -------- ------- without the consent of the holders of each Securityholder affectedSecurity then outstanding and affected thereby (i) extend the Maturity Date of any Security, an amendment may not: or reduce the rate or extend the time of payment of interest thereon (1) except as contemplated by Article XVI), or reduce the principal amount of Securities whose Securityholders must consent to an amendment; (2) thereof, or reduce the rate of any amount payable on redemption thereof, or extend the time for payment of interest on any Security; (3) reduce make the principal of thereof or extend the Stated Maturity of any Security; (4) reduce the interest or premium payable upon the redemption or repurchase of any Security or change the time at which any Security may or shall be redeemed or repurchased as described under Section 3.7, Section 3.9 and Article V; (5) make any Security thereon payable in any coin or currency other than that stated provided in the Security; (6) Securities, or impair or affect the right of any Securityholder to receive payment of principal of, premium, if any, and interest on such Securityholder’s Securities on or after the due dates therefor (other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for payment thereof, or (ii) reduce the enforcement aforesaid percentage of Securities the holders of which are required to consent to any such amendment to the Indenture, provided, however, that if the Securities are held by AGL Capital -------- ------- Trust II, such amendment shall not be effective until the holders of a majority in liquidation amount of Trust Securities shall have consented to such amendment; provided, further, that if the consent of the holder of each -------- ------- outstanding Security is required, such amendment shall not be effective until each holder of the Trust Securities shall have consented to such amendment. Upon the request of the Company accompanied by a copy of a resolution of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any payment on supplemental indenture affecting such amendment, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or with respect to immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such Securityholder’s Securities; or (7) make supplemental indenture. Promptly after the execution by the Company and the Trustee of any change supplemental indenture pursuant to the amendment provisions which require each Securityholder’s consent or of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the waiver provisionsSecurityholders as their names and addresses appear upon the Security Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.02 to approve the particular form of any proposed amendmentsupplemental indenture, but it shall be sufficient if such consent approves shall approve the substance thereof. A consent to any amendment or waiver under this Indenture by any Securityholder of the Securities given in connection with a tender of such Securityholder’s Securities will not be rendered invalid by such tender. After an amendment under this Section becomes effective, the Issuers shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Securityholders. The Issuers Except as provided below in this Section 9.02, the Guarantors and the Trustee may amend or supplement this Indenture or the Securities without notice to or any Securityholder but supplemental indenture with the written consent of the Securityholders Holders of at least a majority in aggregate principal amount of the Securities then outstanding (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer forfor the Securities) and, except as otherwise provided below, any existing Default and its consequences (including without limitation, an acceleration of the Securities) and compliance with any provision of this Indenture or the Securities may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Securities (including consents obtained in connection with a tender offer or exchange offer for the Securities). HoweverUpon the requst of the Company and the Guarantors, without accompanied by a resolution of its Board of Directors authorizing the execution of any such supplemental indenture or amendment, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of each Securityholder affectedthe Securityholders aforesaid, an amendment may not: (1) reduce and upon receipt by the principal amount Trustee of Securities whose Securityholders must consent to an amendment; (2) reduce the rate of or extend documents described in Section 9.06 hereof, the time for payment of interest on any Security; (3) reduce Trustee shall join with the principal of or extend Company and the Stated Maturity of any Security; (4) reduce the premium payable upon the redemption or repurchase of any Security or change the time at which any Security may or shall be redeemed or repurchased as described under Section 3.7, Section 3.9 and Article V; (5) make any Security payable in currency other than that stated Guarantors in the Security; (6) impair execution of such supplemental indenture or amendment unless such supplemental indenture or amendment affects the right of any Securityholder to receive payment of principal ofTrustee's own rights, premiumduties or immunities under this Indenture or otherwise, if anyin which case the Trustee may in its discretion, and interest on but shall not be obligated to, enter into such Securityholder’s Securities on supplemental indenture or after the due dates therefor (other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for the enforcement of any payment on or with respect to such Securityholder’s Securities; or (7) make any change to the amendment provisions which require each Securityholder’s consent or to the waiver provisionsamendment. It shall not be necessary for the consent of the Securityholders under this Section 9.02 to approve the particular form of any proposed amendmentsupplemental indenture, amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. A consent to any amendment After an amendment, supplement or waiver under this Indenture by any Securityholder of the Securities given in connection with a tender of such Securityholder’s Securities will not be rendered invalid by such tender. After an amendment under this Section becomes effective, the Issuers Company shall mail to the Securityholders affected thereby a notice briefly describing the amendment, suppliment or waiver. Any failure of the Company to mail such amendment. The failure to give such notice to all Securityholdersnotice, or any defect therein, shall not not, however, in any way impair or affect the validity of any such supplemental indenture, amendment or waiver. Subject to Sections 6.04 and 6.07 and this Section 9.02 hereof, the Holders of a majority in aggregate principal amount of the Securities then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Securities; PROVIDED, HOWEVER, without the consent of each Securityholder affected, an amendment amendment, supplement or waiver under this Section.Section 9.02 may not (with respect to any Securities held by a nonconsenting Holder):

With Consent of Securityholders. The (a) Except as provided below in this Section 9.02, the Issuers and the Trustee may amend or supplement this Indenture Indenture, any Collateral Document or the Securities without notice to any Securityholder but with the written consent of the Securityholders of at least not less than a majority in aggregate principal amount of the Securities then outstanding (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer forfor the Securities) and subject to Section 6.04 and 6.07 any existing Default or Event of Default and its consequences (other than a Default or Event of Default in the payment of principal premium, if any, or interest, if any, on the Securities except a payment default resulting from an acceleration of the Securities that has been rescinded) or compliance with any provision of this Indenture or the Securities may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Securities (including consents obtained in connection with a purchase of, or tender offer or exchange offer for the Securities). Furthermore, subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Securities then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for the Securities) may waive compliance in a particular instance by the Issuers with any provision of this Indenture, any Collateral Document or the Securities. However, without the consent of each Securityholder affected, an amendment amendment, supplement or waiver under this Section 9.02 may not:not (with respect to any Securities held by a non-consenting Holder): (1i) reduce the principal amount of Securities whose Securityholders Holders must consent to an amendment, supplement or waiver; (2ii) reduce the stated rate of or extend the stated time for payment of any interest on any Security; (3iii) reduce the principal of or extend the Stated Maturity of any SecuritySecurity or alter the redemption provisions (including, without limitation, Sections 3.07, 3.09, 4.11 and 4.14 hereof) with respect thereto; (4iv) reduce the premium payable upon the redemption or repurchase of any Security or change the time at which any Security may or shall be redeemed or repurchased as described under in accordance with Section 3.7, Section 3.9 and Article V3.07; (5v) make any Security payable in currency money other than that stated in the Security; (6vi) make any change in Section 6.04 or 6.07 hereof or in this Section 9.02(a); (vii) waive a Default or Event of Default in the payment of principal of premium, if any, or interest, if any, on, or redemption payment with respect to, any or Security (except a rescission of acceleration of the Securities by the Holders of at least a majority in aggregate principal amount of the Securities and a waiver of the payment default that resulted from such acceleration); (viii) impair the right of any Securityholder Holder to receive payment of principal of, premium, if any, of and interest on such Securityholder’s Holder's Securities on or after the due dates therefor (other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for the enforcement of any payment on or with respect to such Securityholder’s Holder's Securities; or; (7ix) make any change to in the amendment provisions which require each Securityholder’s Holder's consent or in the waiver provisions or requiring any Guaranty hereof or in the provisions of any such Guaranty; (x) release Collateral from the Lien of the Escrow and Disbursement Agreement, except in accordance with terms thereof, or amend terms thereof relating to release; (xi) release any Subsidiary Guarantor from its Subsidiary Guarantee, except as provided herein; or (xii) directly or indirectly release Liens on all or substantially all of the Collateral securing the obligations under this Indenture, the Securities or any Guaranty thereof. (b) Upon the request of the Issuers and the Subsidiary Guarantors accompanied by Board Resolutions of their respective Boards of Directors authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the waiver provisions. Trustee of the consent of the Securityholders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 and Section 9.06 hereof, the Trustee shall join with the Issuers and the Subsidiary 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. (c) It shall not be necessary for the consent of the Securityholders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. A consent to any amendment . (d) After an amendment, supplement or waiver under this Indenture by any Securityholder of the Securities given in connection with a tender of such Securityholder’s Securities will not be rendered invalid by such tender. After an amendment under this Section 9.02 becomes effective, the Issuers shall mail to all Securityholders a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to mail such amendment. The failure to give such notice to all Securityholdersnotice, or any defect therein, shall not not, however, in any way impair or affect the validity of an amendment under this Sectionany such amendment, supplement or waiver.

With Consent of Securityholders. The Issuers may amend this Indenture or With the Securities without notice to any Securityholder but with the written consent (evidenced as provided in Section 7.01) of the Securityholders holders of at least a majority in aggregate principal amount of the Securities then outstanding (includingat the time outstanding, without limitationthe Company, consents obtained when authorized by a Board Resolution, and the Trustee may from time to time and at any time amend the Indenture for the purpose of adding any provisions to or changing in connection with a purchase ofany manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the holders of the Securities; provided, or tender offer or exchange offer forhowever, Securities). However, that no such -------- ------- amendment shall without the consent of the holders of each Securityholder affectedSecurity then outstanding and affected thereby (i) extend the Maturity Date of any Security, an amendment may not: or reduce the rate or extend the time of payment of interest thereon (1) except as contemplated by Article XVI), or reduce the principal amount of Securities whose Securityholders must consent to an amendment; (2) thereof, or reduce the rate of any amount payable on redemption thereof, or extend the time for payment of interest on any Security; (3) reduce make the principal of thereof or extend the Stated Maturity of any Security; (4) reduce the interest or premium payable upon the redemption or repurchase of any Security or change the time at which any Security may or shall be redeemed or repurchased as described under Section 3.7, Section 3.9 and Article V; (5) make any Security thereon payable in any coin or currency other than that stated provided in the Security; (6) Securities, or impair or affect the right of any Securityholder to receive payment of principal of, premium, if any, and interest on such Securityholder’s Securities on or after the due dates therefor (other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for payment thereof, or (ii) reduce the enforcement aforesaid percentage of Securities the holders of which are required to consent to any such amendment to the Indenture, provided, -------- however, that if the Securities are held by the Trust, such amendment ------- shall not be effective until the holders of a majority in liquidation amount of Trust Securities shall have consented to such amendment; provided, -------- further, that if the consent of the holder of each outstanding Security ------- is required, such amendment shall not be effective until each holder of the Trust Securities shall have consented to such amendment. Upon the request of the Company accompanied by a copy of a resolution of the Board of Directors certified by its Clerk or Assistant Clerk authorizing the execution of any payment on supplemental indenture effecting such amendment, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or with respect 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 receive an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to such Securityholder’s Securities; or (7) make this Article is authorized or permitted by, and conforms to, the terms of this Article and that it is proper for the Trustee under the provisions of this Article to join in the execution thereof. Promptly after the execution by the Company and the Trustee of any change supplemental indenture pursuant to the amendment provisions which require each Securityholder’s consent or of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the waiver provisionsSecurityholders as their names and addresses appear upon the Security Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.02 to approve the particular form of any proposed amendmentsupplemental indenture, but it shall be sufficient if such consent approves shall approve the substance thereof. A consent to any amendment or waiver under this Indenture by any Securityholder of the Securities given in connection with a tender of such Securityholder’s Securities will not be rendered invalid by such tender. After an amendment under this Section becomes effective, the Issuers shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Securityholders. The Issuers (a) Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture or the Securities without notice to any Securityholder but with the written consent of the Securityholders of at least not less than a majority in aggregate principal amount of the Securities then outstanding (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer forfor the Securities) and, subject to Section 6.04 and 6.07, any existing Default or Event of Default and its consequences or compliance with any provision of this Indenture or the Securities may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Securities (including consents obtained in connection with a purchase of, or tender offer or exchange offer for the Securities). Furthermore, subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Securities then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for the Securities) may waive compliance in a particular instance by the Company with any provision of this Indenture or the Securities. However, without the consent of each Securityholder affected, an amendment amendment, supplement or waiver under this Section 9.02 may not:not (with respect to any Securities held by a non-consenting Holder): (1i) reduce the principal amount of Securities whose Securityholders Holders must consent to an amendment, supplement or waiver; (2ii) reduce the stated rate of or extend the stated time for payment of any interest on any Security; (3iii) reduce the principal of or extend the Stated Maturity of any Security; (4iv) reduce the premium payable upon the redemption or repurchase of any Security or change the time at which any Security may or shall be redeemed or repurchased as described under in accordance with Section 3.7, Section 3.9 and Article V3.07; (5v) make any Security payable in currency money other than that stated in the Security; (6vi) make any change in Section 6.04 or 6.07 hereof; (vii) impair the right of any Securityholder Holder to receive payment of principal of, premium, if any, and interest any amount due on such Securityholder’s Xxxxxx's Securities on or after the due dates therefor (other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for the enforcement of any payment on or with respect to such Securityholder’s Holder's Securities; or (7viii) make any change to in the amendment provisions which require each Securityholder’s 's consent or to in the waiver provisions. . (b) Upon the request of the Company and the Subsidiary Guarantors accompanied by Board Resolutions of their respective Boards of Directors authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Securityholders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 and Section 9.06 hereof, the Trustee shall join with the Company and the Subsidiary 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. (c) It shall not be necessary for the consent of the Securityholders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. A consent to any amendment . (d) After an amendment, supplement or waiver under this Indenture by any Securityholder of the Securities given in connection with a tender of such Securityholder’s Securities will not be rendered invalid by such tender. After an amendment under this Section 9.02 becomes effective, the Issuers Company shall mail to all Securityholders a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such amendment. The failure to give such notice to all Securityholdersnotice, or any defect therein, shall not not, however, in any way impair or affect the validity of an amendment under this Sectionany such amendment, supplement or waiver.

With Consent of Securityholders. The Issuers may amend this Indenture or With the Securities without notice to any Securityholder but with the written consent (evidenced as provided in Section 7.01) of the Securityholders holders of at least a majority in aggregate principal amount of the Securities then outstanding (includingat the time outstanding, without limitationthe Corporation, consents obtained when authorized by a Board Resolution, and the Debenture Trustee may from time to time and at any time amend the Indenture for the purpose of adding any provisions to or changing in connection with a purchase ofany manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the holders of the Securities; provided, or tender offer or exchange offer forhowever, Securities). Howeverthat no such amendment shall, without the consent of the holders of each Securityholder affectedSecurity then outstanding and affected thereby (i) change the Maturity Date of any Security, an amendment may not: (1) or reduce the principal amount of, or any installment of Securities whose Securityholders must consent to an amendment; principal of or Interest on the Securities; (2ii) reduce the rate of or extend the time for of payment of interest on Interest; (iii) change any Security; of the provisions of Article XIV relating to redemption; (3iv) reduce change the Conversion Rate except as provided in Section 17.03 and Section 17.04 with respect to adjustment of the Conversion Rate, or otherwise change the right to convert the Securities in each case, in a manner that would be adverse to Securityholders; (v) make the principal of of, or extend Interest payment on, the Stated Maturity of any Security; (4) reduce the premium payable upon the redemption or repurchase of any Security or change the time at which any Security may or shall be redeemed or repurchased as described under Section 3.7, Section 3.9 and Article V; (5) make any Security Securities payable in any coin or currency other than that stated provided herein; (vi) change any obligation of the Corporation to maintain an office or agency in the Security; places and for the purposes required by the Indenture or change the place of payment where the Securities or any Interest payment thereon is payable; (6vii) impair or affect the right of any Securityholder to receive payment holder of principal of, premium, if any, and interest on such Securityholder’s Securities on or after the due dates therefor (other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for the enforcement payment of the Securities as provided herein; (viii) reduce the percentage of the principal amount of the Securities required to consent to modify or amend the Indenture or for any payment on waiver of compliance with provisions of the Indenture as stated herein or with respect to such Securityholder’s Securitiesfor waiver of Defaults as stated herein; or (7ix) make any change adverse to a Holder with respect to the subordination provisions of Article XV; or (x) modify any of the foregoing provisions; provided, however, that if the Securities are held by the Trust, no such modification or amendment provisions referred to in clauses (i) through (x) shall be effective until the holders of not less than a majority of the aggregate liquidation amount of the Trust Securities shall have consented to such modification or amendment; and provided further, however, that where a consent under the Indenture would require the consent of Securityholders of more than a majority of the principal amount of the Securities, such modification or amendment shall not be effective until the holders of at least the same proportion in aggregate stated liquidation amount of the Trust Securities shall have consented to such modification or amendment. Upon the request of the Corporation accompanied by a copy of a resolution of the Board of Directors certified by its secretary or assistant secretary authorizing the execution of any supplemental indenture effecting such amendment, and upon the filing with the Debenture Trustee of evidence of the consent of Securityholders as aforesaid, the Debenture Trustee shall join with the Corporation in the execution of such supplemental indenture unless such supplemental indenture affects the Debenture Trustee's own rights, duties, privileges or immunities under this Indenture or otherwise, in which require each Securityholder’s consent or case the Debenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Promptly after the execution by the Corporation and the Debenture Trustee of any supplemental indenture pursuant to the waiver provisionsprovisions of this Section, the Debenture Trustee, at the expense of the Corporation, shall transmit by mail, first-class postage prepaid, a notice, prepared by the Corporation, setting forth in general terms the substance of such supplemental indenture, to the Securityholders as their names and addresses appear upon the Security Register. Any failure of the Debenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.02 to approve the particular form of any proposed amendmentsupplemental indenture, but it shall be sufficient if such consent approves shall approve the substance thereof. A consent to any amendment or waiver under this Indenture by any Securityholder of the Securities given in connection with a tender of such Securityholder’s Securities will not be rendered invalid by such tender. After an amendment under this Section becomes effective, the Issuers shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Securityholders. The Issuers Subject to Section 7.07 hereof, the Company and the Trustee may amend or supplement this Indenture or the Securities without notice to any Securityholder but with the written consent (including consents obtained in connection with any tender or exchange offer for Securities) of the Securityholders of at least a majority in principal amount of the then outstanding Securities. Subject to Sections 7.04 and 7.07 hereof, the Holders of a majority in principal amount of the Securities then outstanding may also by their written consent (including, without limitation, including consents obtained in connection with a purchase of, or any tender offer or exchange offer for, for Securities)) waive any existing Default as provided in Section 7.04 or waive compliance in a particular instance by the Company with any provision of this Indenture or the Securities. However, without the consent of each Securityholder affected, an amendment amendment, supplement or waiver under this Section may not:not (with respect to any Securities held by a nonconsenting Securityholder): (1a) reduce the principal amount of Securities whose Securityholders Holders must consent to an amendment, supplement or waiver; (2b) reduce the rate of or extend change the time for payment of interest on any Security; (3c) reduce the principal of or extend change the Stated Maturity of any Security; (4) reduce the premium payable upon the redemption or repurchase fixed maturity of any Security or change alter the time at which any Security may or shall be redeemed or repurchased as described under Section 3.7, Section 3.9 and Article Vredemption provisions with respect thereto; (5d) make any Security payable in currency cash other than that stated in the Security; (6e) impair make any change in Section 7.04, 7.07 or 10.02 hereof; (f) waive a default in the right of any Securityholder to receive payment of the Designated Event Payment or principal of, premiumor interest or Liquidated Damages, if any, and interest on such Securityholder’s Securities on or after the due dates therefor on, any Security (other than as provided in Section 7.04); (g) waive a repurchase required under Section 3.7 or Section 3.9) or to institute suit for the enforcement of redemption payment payable on any payment on or with respect to such Securityholder’s SecuritiesSecurity; or (7h) make any change that adversely affects the right of Securityholders to convert Securities into Common Stock of the amendment provisions which require each Securityholder’s consent or to the waiver provisionsCompany. It shall not be necessary for the To secure a consent of the Securityholders under this Section 10.02, it shall not be necessary for the Securityholders to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. A consent to any amendment After an amendment, supplement or waiver under this Indenture by any Securityholder of the Securities given in connection with a tender of such Securityholder’s Securities will not be rendered invalid by such tender. After an amendment under this Section becomes effective, the Issuers Company shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, the amendment or any defect therein, shall not impair or affect the validity of an amendment under this Sectionwaiver.

With Consent of Securityholders. The Issuers may amend this Indenture or With the Securities without notice to any Securityholder but with the written consent (evidenced as provided in Section 7.01) of the Securityholders holders of at least a majority 66-2/3% in aggregate principal amount of the Securities then outstanding (includingat the time outstanding, without limitationthe Company, consents obtained when authorized by a Board Resolution, and the Trustee may from time to time and at any time amend the Indenture for the purpose of adding any provisions to or changing in connection with a purchase ofany manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the holders of the Securities; provided, or tender offer or exchange offer forhowever, Securities). However, that no such amendment shall without the consent of the holders of each Securityholder affectedSecurity then outstanding and affected thereby (i) extend the Maturity Date of any Security, an amendment may not: (1) or reduce the rate or extend the time of payment of interest thereon , or reduce the principal amount of Securities whose Securityholders must consent to an amendment; (2) thereof, or reduce the rate of any amount payable on redemption thereof, or extend the time for payment of interest on any Security; (3) reduce make the principal of thereof or extend the Stated Maturity of any Security; (4) reduce the interest or premium payable upon the redemption or repurchase of any Security or change the time at which any Security may or shall be redeemed or repurchased as described under Section 3.7, Section 3.9 and Article V; (5) make any Security thereon payable in any coin or currency other than that stated provided in the Security; (6) Securities, or impair or affect the right of any Securityholder to receive payment of principal of, premium, if any, and interest on such Securityholder’s Securities on or after the due dates therefor (other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for payment thereof, or (ii) reduce the enforcement aforesaid percentage of Securities the holders of which are required to consent to any payment on or with respect to such Securityholder’s Securities; or (7) make any change amendment to the amendment provisions which require each Securityholder’s consent or to the waiver provisions. It shall not be necessary for Indenture, provided, however, that if the consent of the Securityholders under this Section holder of each outstanding Security is required, such amendment shall not be effective until each holder of the Securities shall have consented to approve such amendment. Upon the particular form request of the Company accompanied by a copy of a resolution of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any proposed supplemental indenture affecting such amendment, but it and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall be sufficient if join with the Company in the execution of such consent approves supplemental indenture unless such supplemental indenture affects the substance thereof. A consent to any amendment Trustee's own rights, duties or waiver 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. Promptly after the execution by the Company and the Trustee of any Securityholder supplemental indenture pursuant to the provisions of this Section, the Securities given Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in connection with a tender general terms the substance of such Securityholder’s Securities will not be rendered invalid by such tender. After an amendment under this Section becomes effectivesupplemental indenture, to the Issuers shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.as their names and addresses appear upon

With Consent of Securityholders. The Issuers may amend this Indenture or With the Securities without notice to any Securityholder but with the written consent (evidenced as provided in Section 7.01) of the Securityholders holders of at least a majority in aggregate principal amount of the Securities then outstanding (includingat the time outstanding, without limitationthe Company, consents obtained when authorized by a Board Resolution, and the Trustee may from time to time and at any time amend the Indenture for the purpose of adding any provisions to or changing in connection with a purchase ofany manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the holders of the Securities; provided, or tender offer or exchange offer forhowever, Securities). However, that no such amendment shall without the consent of the holders of each Securityholder affectedSecurity then outstanding and affected thereby (i) extend the Maturity Date of any Security, an amendment may not: or reduce the rate or extend the time of payment of interest thereon (1) except as contemplated by Article Sixteen), or reduce the principal amount of Securities whose Securityholders must consent to an amendment; (2) thereof, or reduce the rate of any amount payable on redemption thereof, or extend the time for payment of interest on any Security; (3) reduce make the principal of thereof or extend the Stated Maturity of any Security; (4) reduce the interest or premium payable upon the redemption or repurchase of any Security or change the time at which any Security may or shall be redeemed or repurchased as described under Section 3.7, Section 3.9 and Article V; (5) make any Security thereon payable in any coin or currency other than that stated provided in the Security; (6) Securities, or impair or affect the right of any Securityholder to receive payment of principal of, premium, if any, and interest on such Securityholder’s Securities on or after the due dates therefor (other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for payment thereof, or (ii) reduce the enforcement aforesaid percentage of Securities the holders of which are required to consent to any such amendment to the Indenture, provided, however, that if -------- ------- the Securities are held by First USA Capital Trust, such amendment shall not be effective until the holders of a majority in liquidation amount of Trust Securities shall have consented to such amendment; provided, further, that if -------- ------- the consent of the holder of each outstanding Security is required, such amendment shall not be effective until each holder of the Trust Securities shall have consented to such amendment. Upon the request of the Company accompanied by a copy of a resolution of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any payment on supplemental indenture affecting such amendment, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or with respect 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 receive an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to such Securityholder’s Securities; or (7) make this Article is authorized or permitted by, and conforms to, the terms of this Article and that it is proper for the Trustee under the provisions of this Article to join in the execution thereof. Promptly after the execution by the Company and the Trustee of any change supplemental indenture pursuant to the amendment provisions which require each Securityholder’s consent or of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the waiver provisionsSecurityholders as their names and addresses appear upon the Security Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.02 to approve the particular form of any proposed amendmentsupplemental indenture, but it shall be sufficient if such consent approves shall approve the substance thereof. A consent to any amendment or waiver under this Indenture by any Securityholder of the Securities given in connection with a tender of such Securityholder’s Securities will not be rendered invalid by such tender. After an amendment under this Section becomes effective, the Issuers shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Securityholders. The Issuers may amend this Indenture or (a) With the Securities without notice to any Securityholder but with the written consent (evidenced as provided in Section 7.01) of the Securityholders holders of at least a majority in principal amount of the Securities then outstanding (includingat the time outstanding, without limitationthe Company, consents obtained when authorized by a Board Resolution, and the Trustee may from time to time and at any time amend this Indenture for the purpose of adding any provisions to or changing in connection with a purchase ofany manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the holders of the Securities; provided, or tender offer or exchange offer forhowever, Securities). However, that no such amendment shall without the consent of the holders of each Securityholder affected, an amendment may not: Security then outstanding and affected hereby (1i) reduce the principal amount of Securities whose Securityholders must consent to an amendment; (2) reduce the rate of or extend the time for payment of interest on any Security; (3) reduce the principal of or extend the Stated Maturity of any Security; (4) , or reduce the premium payable upon the redemption rate or repurchase of any Security or change extend the time at which of payment of interest thereon (except as contemplated by Article XVI), or reduce the principal amount thereof, or reduce any Security may amount payable on prepayment thereof, or shall be redeemed make the principal thereof or repurchased as described under Section 3.7, Section 3.9 and Article V; (5) make any Security interest or premium thereon payable in any coin or currency other than that stated provided in the Security; (6) Securities, or impair or affect the right of any Securityholder to receive payment of principal of, premium, if any, and interest on such Securityholder’s Securities on or after the due dates therefor (other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for payment thereof, or (ii) reduce the enforcement aforesaid percentage of Securities the holders of which are required to consent to any such amendment to this Indenture; provided, however, that if the Securities are held by Orion Capital Trust I, such amendment shall not be effective until the holders of a majority in liquidation amount of Trust Securities shall have consented to such amendment; provided, further, that if the consent of the holder of each outstanding Security is required, such amendment shall not be effective until each holder of the Trust Securities shall have consented to such amendment. (b) Upon the request of the Company accompanied by a copy of a resolution of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any payment on or supplemental indenture affecting such amendment, and upon the filing with respect to such Securityholder’s Securities; orthe Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such (7c) make Promptly after the execution by the Company and the Trustee of any change supplemental indenture pursuant to the amendment provisions which require each Securityholder’s consent or of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the waiver provisionsSecurityholders as their names and addresses appear upon the Security Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. (d) It shall not be necessary for the consent of the Securityholders under this Section 9.02 to approve the particular form of any proposed amendmentsupplemental indenture, but it shall be sufficient if such consent approves shall approve the substance thereof. A consent to any amendment or waiver under this Indenture by any Securityholder of the Securities given in connection with a tender of such Securityholder’s Securities will not be rendered invalid by such tender. After an amendment under this Section becomes effective, the Issuers shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Securityholders. The Issuers may amend this Indenture or With the Securities without notice to any Securityholder but with the written consent (evidenced as provided in Section 7.01) of the Securityholders holders of at least a majority in aggregate principal amount of the Securities then outstanding (includingat the time outstanding, without limitationthe Company, consents obtained when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in connection with a purchase ofany manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the holders of the Securities; provided, or tender offer or exchange offer forhowever, Securities). However, that no such amendment shall without the consent of the holders of each Securityholder affectedSecurity then outstanding and affected thereby (i) change the Maturity Date of any Security, an amendment may not: or reduce the rate of interest (1including Compounded Interest) or extend the time of payment of interest thereon (except as contemplated by Article XVI), or reduce the principal amount thereof or the amount of Securities whose Securityholders must consent to an amendment; (2) premium thereon, if any, or reduce the rate of any amount payable on redemp tion thereof, or extend the time for payment of interest on any Security; (3) reduce make the principal of thereof or extend the Stated Maturity of any Security; (4) reduce the interest or premium payable upon the redemption or repurchase of any Security or change the time at which any Security may or shall be redeemed or repurchased as described under Section 3.7, Section 3.9 and Article V; (5) make any Security thereon payable in any coin or currency other than that stated provided in the Security; (6) Securities, or impair or affect the right of any Securityholder to receive payment of principal of, premium, if any, and interest on such Securityholder’s Securities on or after the due dates therefor (other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for payment thereof, (ii) modify the enforcement provisions of any payment on or this Indenture with respect to such Securityholder’s Securities; or (7) make any change the subordination of the Securities in a manner adverse to the amendment holders, (iii) reduce the aforesaid percentage of Securities the holders of which are required to consent to any such amend ment to the Indenture, or the consent of whose holders is required for any waiver (of compliance with certain provisions which require each Securityholder’s consent of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture or (iv) modify any of the provisions of the first paragraph of this Section 9.02, or the second sentence of Section 5.07, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the waiver provisionsconsent of the holder of each outstanding Security affected thereby; provided, however, that if the Securities are held by NGC Corporation Capital Trust, such amendment shall not be effective until the holders of a majority in liquidation amount of Trust Securities shall have consented to such amendment; provided, further, that if the consent of the holder of each outstanding Security is required, such amendment shall not be effective until each holder of the Trust Securities shall have consented to such amendment. Upon the request of the Company accompanied by a copy of a resolution of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any supplemental indenture affecting such amendment, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or 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. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the Securityholders as their names and addresses appear upon the Security Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.02 to approve the particular form of any proposed amendmentsupplemental indenture, but it shall be sufficient if such consent approves shall approve the substance thereof. A consent to any amendment or waiver under this Indenture by any Securityholder of the Securities given in connection with a tender of such Securityholder’s Securities will not be rendered invalid by such tender. After an amendment under this Section becomes effective, the Issuers shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Securityholders. The Issuers may amend this Indenture or With the Securities without notice to any Securityholder but with the written consent (evidenced as provided in Section 7.01) of the Securityholders holders of at least a majority in aggregate principal amount of the Securities then outstanding (includingat the time outstanding, without limitationthe Company, consents obtained when authorized by a Board Resolution, and the Trustee may from time to time and at any time amend the Indenture for the purpose of adding any provisions to or changing in connection with a purchase ofany manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the holders of the Securities; provided, or tender offer or exchange offer forhowever, Securities). However, that no such amendment shall without the consent of the holders of each Securityholder affectedSecurity then outstanding and affected thereby (i) extend the Maturity Date of any Security, an amendment may not: or reduce the rate or extend the time of payment of interest thereon (1) except as contemplated by Article XVI), or reduce the principal amount of Securities whose Securityholders must consent to an amendment; (2) thereof, or reduce the rate of any amount payable on redemption thereof, or extend the time for payment of interest on any Security; (3) reduce make the principal of thereof or extend the Stated Maturity of any Security; (4) reduce the interest or premium payable upon the redemption or repurchase of any Security or change the time at which any Security may or shall be redeemed or repurchased as described under Section 3.7, Section 3.9 and Article V; (5) make any Security thereon payable in any coin or currency other than that stated provided in the Security; (6) Securities, or impair or affect the right of any Securityholder to receive payment of principal of, premium, if any, and interest on such Securityholder’s Securities on or after the due dates therefor (other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for payment thereof, or (ii) reduce the enforcement aforesaid percentage of Securities the holders of which are required to consent to any such amendment to the Indenture, PROVIDED, HOWEVER, that if the Securities are held by OnBank Capital Trust, such amendment shall not be effective until the holders of a majority in liquidation amount of Trust Securities shall have consented to such amendment; PROVIDED, FURTHER, that if the consent of the holder of each outstanding Security is required, such amendment shall not be effective until each holder of the Trust Securities shall have consented to such amendment. Upon the request of the Company accompanied by a copy of a resolution of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any payment on supplemental indenture affecting such amendment, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or with respect to immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such Securityholder’s Securities; or (7) make supplemental indenture. Promptly after the execution by the Company and the Trustee of any change supplemental indenture pursuant to the amendment provisions which require each Securityholder’s consent or of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the waiver provisionsSecurityholders as their names and addresses appear upon the Security Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.02 to approve the particular form of any proposed amendmentsupplemental indenture, but it shall be sufficient if such consent approves shall approve the substance thereof. A consent to any amendment or waiver under this Indenture by any Securityholder of the Securities given in connection with a tender of such Securityholder’s Securities will not be rendered invalid by such tender. After an amendment under this Section becomes effective, the Issuers shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Securityholders. The Issuers may amend this Indenture or With the Securities without notice to any Securityholder but with the written consent (evidenced as provided in Section 7.01) of the Securityholders holders of at least a majority in aggregate principal amount of the Securities then outstanding (includingat the time outstanding, without limitationthe Corporation, consents obtained when authorized by a Board Resolution, and the Debenture Trustee may from time to time and at any time amend this Indenture for the purpose of adding any provisions to or changing in connection with a purchase ofany manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the holders of the Securities; provided, or tender offer or exchange offer forhowever, Securities). Howeverthat no such amendment shall, without the consent of the holders of each Securityholder affectedSecurity then outstanding and affected thereby (i) change the Maturity Date of any Security, an amendment may not: or reduce the rate or extend the time of payment of interest thereon (1) except as contemplated by Article XVI), or reduce the principal amount of Securities whose Securityholders must consent to an amendment; (2) thereof, or reduce the rate of any amount payable on prepayment thereof, or extend the time for payment of interest on any Security; (3) reduce make the principal of thereof or extend the Stated Maturity of any Security; (4) reduce the interest or premium payable upon the redemption or repurchase of any Security or change the time at which any Security may or shall be redeemed or repurchased as described under Section 3.7, Section 3.9 and Article V; (5) make any Security thereon payable in any coin or currency other than that stated provided in the Security; (6) Securities, or impair or affect the right of any Securityholder to receive payment of principal of, premium, if any, and interest on such Securityholder’s Securities on or after the due dates therefor (other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for payment thereof, or (ii) reduce the enforcement aforesaid percentage of Securities, the holders of which are required to consent to any such amendment to the Indenture; provided, however, that if the Securities are held by the Trust, such amendment shall not be effective until the holders of a majority in liquidation amount of Trust Securities shall have consented to such amendment; provided, further, that if the consent of the holder of each outstanding Security is required, such amendment shall not be effective until each holder of the Trust Securities shall have consented to such amendment. Upon the request of the Corporation accompanied by a copy of a resolution of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any payment on supplemental indenture affecting such amendment, and upon the filing with the Debenture Trustee of evidence of the consent of Securityholders as aforesaid, the Debenture Trustee shall join with the Corporation in the execution of such supplemental indenture unless such supplemental indenture affects the Debenture Trustee's own rights, duties or with respect to immunities under this Indenture or otherwise, in which case the Debenture Trustee may in its discretion, but shall not be obligated to, enter into such Securityholder’s Securities; or (7) make supplemental indenture. Promptly after the execution by the Corporation and the Debenture Trustee of any change supplemental indenture pursuant to the amendment provisions which require each Securityholder’s consent or of this Section, the Debenture Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Corporation, setting forth in general terms the substance of such supplemental indenture, to the waiver provisionsSecurityholders as their names and addresses appear upon the Security Register. Any failure of the Debenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.02 to approve the particular form of any proposed amendmentsupplemental indenture, but it shall be sufficient if such consent approves shall approve the substance thereof. A consent to any amendment or waiver under this Indenture by any Securityholder of the Securities given in connection with a tender of such Securityholder’s Securities will not be rendered invalid by such tender. After an amendment under this Section becomes effective, the Issuers shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Securityholders. The Issuers may amend this Indenture or With the Securities without notice to any Securityholder but with the written consent (evidenced as provided in Section 7.01) of the Securityholders holders of at least a majority in aggregate principal amount of the Securities then outstanding (includingat the time outstanding, without limitationthe Company, consents obtained when authorized by a Board Resolution, and the Trustee may from time to time and at any time amend the Indenture for the purpose of adding any provisions to or changing in connection with a purchase ofany manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the holders of the Securities; provided, or tender offer or exchange offer forhowever, Securities). However, that no such amendment shall -------- ------- without the consent of the holders of each Securityholder affectedSecurity then outstanding and affected thereby (i) extend the Maturity Date of any Security, an amendment may not: or reduce the rate or extend the time of payment of interest thereon (1) except as contemplated by Article XVI), or reduce the principal amount of Securities whose Securityholders must consent to an amendment; (2) thereof, or reduce the rate of any amount payable on redemption thereof, or extend the time for payment of interest on any Security; (3) reduce make the principal of thereof or extend the Stated Maturity of any Security; (4) reduce the interest or premium payable upon the redemption or repurchase of any Security or change the time at which any Security may or shall be redeemed or repurchased as described under Section 3.7, Section 3.9 and Article V; (5) make any Security thereon payable in any coin or currency other than that stated provided in the Security; (6) Securities, or impair or affect the right of any Securityholder to receive payment of principal of, premium, if any, and interest on such Securityholder’s Securities on or after the due dates therefor (other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for payment thereof, or (ii) reduce the enforcement aforesaid percentage of Securities the holders of which are required to consent to any such amendment to the Indenture, provided, however, that if the Securities are held by AGL Capital -------- ------- Trust III, such amendment shall not be effective until the holders of a majority in liquidation amount of Trust Securities shall have consented to such amendment; provided, further, that if the consent of the holder of each -------- ------- outstanding Security is required, such amendment shall not be effective until each holder of the Trust Securities shall have consented to such amendment. Upon the request of the Company accompanied by a copy of a resolution of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any payment on supplemental indenture affecting such amendment, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or with respect to immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such Securityholder’s Securities; or (7) make supplemental indenture. Promptly after the execution by the Company and the Trustee of any change supplemental indenture pursuant to the amendment provisions which require each Securityholder’s consent or of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the waiver provisionsSecurityholders as their names and addresses appear upon the Security Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.02 to approve the particular form of any proposed amendmentsupplemental indenture, but it shall be sufficient if such consent approves shall approve the substance thereof. A consent to any amendment or waiver under this Indenture by any Securityholder of the Securities given in connection with a tender of such Securityholder’s Securities will not be rendered invalid by such tender. After an amendment under this Section becomes effective, the Issuers shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Securityholders. The Issuers may amend this Indenture or With the Securities without notice to any Securityholder but with the written consent (evidenced as provided in Section 7.1) of the Securityholders holders of at least a majority in aggregate principal amount of the Securities then outstanding (includingat the time outstanding, without limitationthe Company, consents obtained when authorized by a Board Resolution, and the Trustee may from time to time and at any time amend the Indenture for the purpose of adding any provisions to or changing in connection with a purchase ofany manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the holders of the Securities; provided, or tender offer or exchange offer forhowever, Securities). However, that no such amendment shall without the consent of the holders of each Securityholder affectedSecurity then outstanding and affected thereby (i) extend the Maturity Date of any Security, an amendment may not: or reduce the rate or extend the time of payment of interest thereon (1) except as contemplated by Article XVI), or reduce the principal amount of Securities whose Securityholders must consent to an amendment; (2) thereof, or reduce the rate of any amount payable on redemption thereof, or extend the time for payment of interest on any Security; (3) reduce make the principal of thereof or extend the Stated Maturity of any Security; (4) reduce the interest or premium payable upon the redemption or repurchase of any Security or change the time at which any Security may or shall be redeemed or repurchased as described under Section 3.7, Section 3.9 and Article V; (5) make any Security thereon payable in any coin or currency other than that stated provided in the Security; (6) Securities, or impair or affect the right of any Securityholder to receive payment of principal of, premium, if any, and interest on such Securityholder’s Securities on or after the due dates therefor (other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for payment thereof, or (ii) reduce the enforcement aforesaid percentage of Securities the holders of which are required to consent to any such amendment to the Indenture, provided, however, that if the Securities are held by Imperial Capital Trust, such amendment shall not be effective until the holders of a majority in liquidation amount of Trust Securities shall have consented to such amendment; and provided, further, that if the consent of the holder of each outstanding Security is required, such amendment shall not be effective until each holder of the Trust Securities shall have consented to such amendment. Upon the request of the Company accompanied by a copy of a Board Resolution authorizing the execution of any payment on supplemental indenture affecting such amendment, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or with respect to immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such Securityholder’s Securities; or (7) make supplemental indenture. Promptly after the execution by the Company and the Trustee of any change supplemental indenture pursuant to the amendment provisions which require each Securityholder’s consent or of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the waiver provisionsSecurityholders as their names and addresses appear upon the Security Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.2 to approve the particular form of any proposed amendmentsupplemental indenture, but it shall be sufficient if such consent approves shall approve the substance thereof. A consent to any amendment or waiver under this Indenture by any Securityholder of the Securities given in connection with a tender of such Securityholder’s Securities will not be rendered invalid by such tender. After an amendment under this Section becomes effective, the Issuers shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Securityholders. The Issuers may amend this Indenture or With the Securities without notice to any Securityholder but with the written consent (evidenced as provided in Section 7.01) of the Securityholders holders of at least a majority in excess of 50% of the aggregate principal amount of the Securities then outstanding (includingat the time outstanding, without limitationthe Company, consents obtained when authorized by a Board Resolution, and the Trustee may from time to time and at any time amend this Indenture for the purpose of adding any provisions to or changing in connection with a purchase ofany manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the holders of the Securities; provided, or tender offer or exchange offer forhowever, Securities). However, that no such amendment shall without the consent of the holders of each Securityholder affectedSecurity then outstanding and affected thereby (i) extend the Maturity Date of any Security, an amendment may not: or reduce the rate or extend the time of payment of interest thereon (1) except as contemplated by Article XVI), or reduce the principal amount of Securities whose Securityholders must consent to an amendment; (2) thereof, or reduce the rate of or extend the time for payment of interest any amount payable on any Security; (3) reduce the principal of or extend the Stated Maturity of any Security; (4) reduce the premium payable upon the redemption or repurchase of thereof, or make the principal thereof or any Security interest or change the time at which any Security may or shall be redeemed or repurchased as described under Section 3.7, Section 3.9 and Article V; (5) make any Security premium thereon payable in any coin or currency other than that stated provided in the Security; (6) Securities, or impair or affect the right of any Securityholder to receive payment of principal of, premium, if any, and interest on such Securityholder’s Securities on or after the due dates therefor (other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for payment thereof, (ii) change any of the enforcement terms or conditions of the Put Options or the Applicable Put Price, or (iii) reduce the aforesaid percentage of Securities the holders of which are required to consent to any payment on such amendment to this Indenture, provided, however, that if the Securities are held by Life Re Capital Trust, such amendment shall not be effective until the holders of a majority in liquidation amount of Trust Securities shall have consented to such amendment and further that no such amendment shall remove the right of a holder of record of QUIPS (or for so long as QUIPS underlie Units, a holder of record of Units) to institute a Direct Action with respect to such Securityholder’s Securitiesan Event of Default hereunder as provided in the Declaration without consent of the holders of all of the QUIPS (or, for so long as QUIPS underlie Units, the holders of all the Units); or (7) make any change to the amendment provisions which require each Securityholder’s consent or to the waiver provisions. It shall not be necessary for provided, further, that if the consent of the Securityholders under this Section to approve the particular form holder of any proposed amendmenteach outstanding Security is required, but it such amendment shall not be sufficient if such consent approves the substance thereof. A consent to any amendment or waiver under this Indenture by any Securityholder effective until each holder of the Trust Securities given in connection with a tender of such Securityholder’s Securities will not be rendered invalid by such tender. After an amendment under this Section becomes effective, the Issuers shall mail have consented to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Securityholders. The Issuers may amend this Indenture or With the Securities without notice to any Securityholder but with the written consent (evidenced as provided in Section 7.01) of the Securityholders holders of at least a majority in aggregate principal amount of the Securities then outstanding (includingat the time outstanding, without limitationthe Corporation, consents obtained when authorized by a Board Resolution, and the Trustee may from time to time and at any time amend the Indenture for the purpose of adding any provisions to or changing in connection with a purchase ofany manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the holders of the Securities; provided, or tender offer or exchange offer for-------- however, Securities). However, that no such amendment shall without the consent of the holders of each Securityholder affected------- Security then outstanding and affected thereby (i) extend the Maturity Date of any Security, an amendment may not: or reduce the rate or extend the time of payment of interest thereon (1) except as contemplated by Article XVI), or reduce the principal amount of Securities whose Securityholders must consent to an amendment; (2) thereof, or reduce the rate of any amount payable on redemption thereof, or extend the time for payment of interest on any Security; (3) reduce make the principal of thereof or extend the Stated Maturity of any Security; (4) reduce the interest or premium payable upon the redemption or repurchase of any Security or change the time at which any Security may or shall be redeemed or repurchased as described under Section 3.7, Section 3.9 and Article V; (5) make any Security thereon payable in any coin or currency other than that stated provided in the Security; (6) Securities, or impair or affect the right of any Securityholder to receive payment of principal of, premium, if any, and interest on such Securityholder’s Securities on or after the due dates therefor (other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for payment thereof, or (ii) reduce the enforcement aforesaid percentage of Securities the holders of which are required to consent to any such amendment to the Indenture, provided, however, that if -------- ------- the Securities are held by First Commonwealth Capital Trust, such amendment shall not be effective until the holders of a majority in liquidation amount of Trust Securities shall have consented to such amendment; provided, further, that -------- ------- if the consent of the holder of each outstanding Security is required, such amendment shall not be effective until each holder of the Trust Securities shall have consented to such amendment. Upon the request of the Corporation accompanied by a copy of a resolution of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any payment on supplemental indenture affecting such amendment, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Corporation in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or with respect to immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such Securityholder’s Securities; or (7) make supplemental indenture. Promptly after the execution by the Corporation and the Trustee of any change supplemental indenture pursuant to the amendment provisions which require each Securityholder’s consent or of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Corporation, setting forth in general terms the substance of such supplemental indenture, to the waiver provisionsSecurityholders as their names and addresses appear upon the Security Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.02 to approve the particular form of any proposed amendmentsupplemental indenture, but it shall be sufficient if such consent approves shall approve the substance thereof. A consent to any amendment or waiver under this Indenture by any Securityholder of the Securities given in connection with a tender of such Securityholder’s Securities will not be rendered invalid by such tender. After an amendment under this Section becomes effective, the Issuers shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Securityholders. The Issuers may amend this Indenture or With the Securities without notice to any Securityholder but with the written consent of the Securityholders Holders of at least not less than a majority in aggregate principal amount of the Securities then at the time outstanding of all series affected by such supplemental indenture (includingvoting as one class), without limitationthe Company and the Guarantors, consents obtained each when authorized by a Board Resolution (which resolution may provide general terms or parameters for such action and may provide that the specific terms of such action may be determined in connection accordance with or pursuant to a purchase ofCompany Order), and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series; provided, that no such supplemental indenture shall (a) extend the final maturity of any Security, or tender offer or exchange offer for, Securities). However, without the consent of each Securityholder affected, an amendment may not: (1) reduce the principal amount of Securities whose Securityholders must consent to an amendment; (2) thereof, or reduce the rate of or extend the time for of payment of interest thereon, or reduce any amount payable on any Security; (3) reduce redemption thereof or make the principal of thereof, premium, if any, or extend the Stated Maturity of any Security; (4) reduce the premium payable upon the redemption or repurchase of any Security or change the time at which any Security may or shall be redeemed or repurchased as described under Section 3.7interest thereon, Section 3.9 and Article V; (5) make any Security payable in any coin or currency other than that stated provided in the Security; (6) Securities or in accordance with the terms thereof, premium, if any, that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 6.01 or the amount thereof provable in bankruptcy pursuant to Section 6.02, or impair or affect the right of any Securityholder to receive institute suit for the payment thereof or, if the Securities provide therefor, any right of repayment at the option of the Securityholder in each case without the consent of the Holder of each Security so affected, or (b) reduce the aforesaid percentage in principal ofamount of Securities of any series, premiumthe consent of the Holders of which is required for any such supplemental indenture, without the consent of the Holders of each Security so affected. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of Holders of Securities with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. Upon the request of the Company and the Guarantors, accompanied by a copy of a Board Resolution (which resolution may provide general terms or parameters for such action and may provide that the specific terms of such action may be determined in accordance with or pursuant to a Company Order) certified by the secretary or an assistant secretary of the Company and the Guarantors authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid and other documents, if any, required by Sections 7.01 and interest on 9.04, the Trustee shall join with the Company and the Guarantors in the execution of such Securityholder’s Securities on supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or after immunities under this Indenture or otherwise, in which case the due dates therefor (other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for the enforcement of any payment on or with respect to Trustee may in its discretion, but shall not be obligated to, enter into such Securityholder’s Securities; or (7) make any change to the amendment provisions which require each Securityholder’s consent or to the waiver provisionssupplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section to approve the particular form of any proposed amendmentsupplemental indenture, but it shall be sufficient if such consent approves shall approve the substance thereof. A consent Promptly after the execution by the Company, the Guarantors and the Trustee of any supplemental indenture pursuant to any amendment or waiver under the provisions of this Indenture Section, the Trustee shall give notice thereof to the Holders of then outstanding Securities of each series affected thereby, by any Securityholder mailing a notice thereof by first class mail to such Holders at their addresses as they shall appear on the Security Register and in each case such notice shall set forth in general terms the substance of such supplemental indenture. Any failure of the Securities given in connection with a tender of such Securityholder’s Securities will not be rendered invalid by such tender. After an amendment under this Section becomes effective, the Issuers shall mail to Securityholders a notice briefly describing such amendment. The failure Company to give such notice to all Securityholdersnotice, or any defect therein, shall not not, however, in any way impair or affect the validity of an amendment under this Sectionany such supplemental indenture.

With Consent of Securityholders. The Issuers may amend this Indenture or With the Securities without notice to any Securityholder but with the written consent (evidenced as provided in Section 7.01) of the Securityholders holders of at least a majority in aggregate principal amount of the Securities then outstanding (includingat the time outstanding, without limitationthe Company, consents obtained when authorized by a Board Resolution, and the Trustee may from time to time and at any time amend the Indenture for the purpose of adding any provisions to or changing in connection with a purchase ofany manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the holders of the Securities; provided, or tender offer or exchange offer forhowever, Securities). However, that no such amendment shall without the consent of the holders of each Securityholder affectedSecurity then outstanding and affected thereby (i) change the Maturity Date of any Security, an amendment may not: or reduce the rate or extend the time of payment of interest thereon (1) except as contemplated by Article XVI), or reduce the principal amount of Securities whose Securityholders must consent to an amendment; (2) thereof, or reduce the rate of any amount payable on redemption thereof, or extend the time for payment of interest on any Security; (3) reduce make the principal of thereof or extend the Stated Maturity of any Security; (4) reduce the interest or premium payable upon the redemption or repurchase of any Security or change the time at which any Security may or shall be redeemed or repurchased as described under Section 3.7, Section 3.9 and Article V; (5) make any Security thereon payable in any coin or currency other than that stated provided in the Security; (6) Securities, or impair or affect the right of any Securityholder to receive payment of principal of, premium, if any, and interest on such Securityholder’s Securities on or after the due dates therefor (other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for payment thereof, or (ii) reduce the enforcement aforesaid percentage of Securities the holders of which are required to consent to any such amendment to the Indenture, provided, however, that if the Securities are held by PBI Capital Trust, such amendment shall not be effective until the holders of a majority in liquidation amount of Trust Securities shall have consented to such amendment; provided, further, that if the consent of the holder of each outstanding Security is required, such amendment shall not be effective until each holder of the Trust Securities shall have consented to such amendment. Upon the request of the Company accompanied by a copy of a resolution of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any payment on supplemental indenture affecting such amendment, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or with respect to immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such Securityholder’s Securities; or (7) make supplemental indenture. Promptly after the execution by the Company and the Trustee of any change supplemental indenture pursuant to the amendment provisions which require each Securityholder’s consent or of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the waiver provisionsSecurityholders as their names and addresses appear upon the Security Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.02 to approve the particular form of any proposed amendmentsupplemental indenture, but it shall be sufficient if such consent approves shall approve the substance thereof. A consent to any amendment or waiver under this Indenture by any Securityholder of the Securities given in connection with a tender of such Securityholder’s Securities will not be rendered invalid by such tender. After an amendment under this Section becomes effective, the Issuers shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Securityholders. The Issuers may amend this Indenture or With the Securities without notice to any Securityholder but with the written consent (evidenced as provided in Section 7.01) of the Securityholders holders of at least a majority in aggregate principal amount of the Securities then outstanding (includingat the time outstanding, without limitationthe Corporation, consents obtained when authorized by a Board Resolution, and the Debenture Trustee may from time to time and at any time amend this Indenture for the purpose of adding any provisions to or changing in connection with a purchase ofany manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the holders of the Securities; provided, or tender offer or exchange offer forhowever, Securities). Howeverthat no such amendment shall, without the consent of the holders of each Securityholder affectedSecurity then outstanding and affected thereby: (i) change the Maturity Date of any Security, an amendment may not: or reduce the rate or extend the time of payment of interest thereon (1) except as contemplated by Article XVI), or reduce the principal amount of Securities whose Securityholders must consent to an amendment; (2) reduce the rate of thereof, or extend the time for payment of interest on change any Security; (3) reduce prepayment provisions, or make the principal of thereof or extend the Stated Maturity of any Security; (4) reduce the interest or premium payable upon the redemption or repurchase of any Security or change the time at which any Security may or shall be redeemed or repurchased as described under Section 3.7, Section 3.9 and Article V; (5) make any Security thereon payable in any coin or currency other than that stated in the Security; (6) U.S. dollars, or impair or affect the right of any Securityholder to receive payment of principal of, premium, if any, and interest on such Securityholder’s Securities on or after the due dates therefor (other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for payment thereof; or (ii) reduce the enforcement aforesaid percentage of Securities, the holders of which are required to consent to any such amendment to the Indenture; provided, however, that if the Securities are held by the Trust, such amendment shall not be effective until the holders of a majority in liquidation amount of Trust Securities shall have consented to such amendment; provided, further, that if the consent of the holder of each outstanding Security is required, such amendment shall not be effective until each holder of the Trust Securities shall have consented to such amendment. Upon the request of the Corporation accompanied by a copy of a resolution of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any payment on supplemental indenture effecting such amendment, and upon the filing with the Debenture Trustee of evidence of the consent of Securityholders as aforesaid, the Debenture Trustee shall join with the Corporation in the execution of such supplemental indenture unless such supplemental indenture affects the Debenture Trustee's own rights, duties or with respect to immunities under this Indenture or otherwise, in which case the Debenture Trustee may in its discretion, but shall not be obligated to, enter into such Securityholder’s Securities; or (7) make supplemental indenture. Promptly after the execution by the Corporation and the Debenture Trustee of any change supplemental indenture pursuant to the amendment provisions which require each Securityholder’s consent or of this Section, the Debenture Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Corporation, setting forth in general terms the substance of such supplemental indenture, to the waiver provisionsSecurityholders as their names and addresses appear upon the Security Register. Any failure of the Debenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.02 to approve the particular form of any proposed amendmentsupplemental indenture, but it shall be sufficient if such consent approves shall approve the substance thereof. A consent to any amendment or waiver under this Indenture by any Securityholder of the Securities given in connection with a tender of such Securityholder’s Securities will not be rendered invalid by such tender. After an amendment under this Section becomes effective, the Issuers shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Securityholders. The Issuers may amend this Indenture or With the Securities without notice to any Securityholder but with the written consent (evidenced as provided in Section 7.01) of the Securityholders holders of at least a majority in aggregate principal amount of the Securities then outstanding (includingat the time outstanding, without limitationthe Company, consents obtained when authorized by a Board Resolution, and the Trustee may from time to time and at any time amend this Indenture for the purpose of adding any provisions to or changing in connection with a purchase ofany manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the holders of the Securities; provided, or tender offer or exchange offer forhowever, Securities). However, that no such amendment shall without the consent of the holders of each Securityholder affectedSecurity then outstanding and affected hereby (i) extend the Maturity Date of any Security, an amendment may not: or reduce the rate or extend the time of payment of interest thereon (1) except as contemplated by Article XVI), or reduce the principal amount thereof (including in the case of Securities whose Securityholders must consent to an amendment; (2) a discounted Security the amount payable thereon in the event of acceleration or the amount provable in bankruptcy), or reduce the rate of any amount payable on redemption thereof, or extend the time for payment of interest on any Security; (3) reduce make the principal of thereof or extend the Stated Maturity of any Security; (4) reduce the interest or premium payable upon the redemption or repurchase of any Security or change the time at which any Security may or shall be redeemed or repurchased as described under Section 3.7, Section 3.9 and Article V; (5) make any Security thereon payable in any coin or currency other than that stated provided in the Security; (6) Securities, or impair or affect the right of any Securityholder to receive payment of principal of, premium, if any, and interest on such Securityholder’s Securities on or after the due dates therefor (other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for payment thereof, or (ii) reduce the enforcement aforesaid percentage of Securities the holders of which are required to consent to any such amendment to this Indenture, provided, however, that if the Securities are held by Xxxxxx Capital Trust, such amendment shall not be effective until the holders of a majority in liquidation amount of Trust Securities shall have consented to such amendment; provided, further, that if the consent of the holder of each outstanding Security is required, such amendment shall not be effective until each holder of the Trust Securities shall have consented to such amendment. Upon the request of the Company accompanied by a copy of a resolution of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any payment on supplemental indenture affecting such amendment, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or with respect to immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such Securityholder’s Securities; or (7) make supplemental indenture. Promptly after the execution by the Company and the Trustee of any change supplemental indenture pursuant to the amendment provisions which require each Securityholder’s consent or of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the waiver provisionsSecurityholders as their names and addresses appear upon the Security Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.02 to approve the particular form of any proposed amendmentsupplemental indenture, but it shall be sufficient if such consent approves shall approve the substance thereof. A consent to any amendment or waiver under this Indenture by any Securityholder of the Securities given in connection with a tender of such Securityholder’s Securities will not be rendered invalid by such tender. After an amendment under this Section becomes effective, the Issuers shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Securityholders. The Issuers may amend this Indenture or With the Securities without notice to any Securityholder but with the written consent (evidenced as provided in Section 7.01) of the Securityholders holders of at least a majority in aggregate principal amount of the Securities then outstanding (includingat the time outstanding, without limitationthe Company, consents obtained when authorized by a Board Resolution, and the Trustee may from time to time and at any time amend the Indenture for the purpose of adding any provisions to or changing in connection with a purchase ofany manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the holders of the Securities; provided, or tender offer or exchange offer forhowever, Securities). However, that no such amendment shall without the consent of the holders of each Securityholder affectedSecurity then outstanding and affected thereby (i) change the Maturity Date of any Security, an amendment may not: or reduce the rate or extend the time of payment of interest thereon (1) except as contemplated by Article XVI), or reduce the principal amount of Securities whose Securityholders must consent to an amendment; (2) thereof, or reduce the rate of any amount payable on redemption thereof, or extend the time for payment of interest on any Security; (3) reduce make the principal of thereof or extend the Stated Maturity of any Security; (4) reduce the interest or premium payable upon the redemption or repurchase of any Security or change the time at which any Security may or shall be redeemed or repurchased as described under Section 3.7, Section 3.9 and Article V; (5) make any Security thereon payable in any coin or currency other than that stated provided in the Security; (6) Securities, or impair or affect the right of any Securityholder to receive payment of principal of, premium, if any, and interest on such Securityholder’s Securities on or after the due dates therefor (other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for payment thereof, or (ii) reduce the enforcement aforesaid percentage of Securities the holders of which are required to consent to any payment on or with respect to such Securityholder’s Securities; or (7) make any change amendment to the Indenture, provided, however, that if the Securities are held by ML Capital Trust, such amendment provisions which require each Securityholder’s consent or to the waiver provisions. It shall not be necessary for effective until the holders of a majority in liquidation amount of Trust Securities shall have consented to such amendment; provided, further, that if the consent of the Securityholders under this Section holder of each outstanding Security is required, such amendment shall not be effective until each holder of the Trust Securities shall have consented to approve such amendment. Upon the particular form request of the Company accompanied by a copy of a resolution of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any proposed supplemental indenture affecting such amendment, but it and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall be sufficient if join with the Company in the execution of such consent approves supplemental indenture unless such supplemental indenture affects the substance thereof. A consent to any amendment Trustee's own rights, duties or waiver immunities under this Indenture by any Securityholder of the Securities given in connection with a tender of such Securityholder’s Securities will not be rendered invalid by such tender. After an amendment under this Section becomes effective, the Issuers shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.or

With Consent of Securityholders. The Issuers may amend this Indenture or With the Securities without notice to any Securityholder but with the written consent (evidenced as provided in Section 7.01) of the Securityholders holders of at least a majority in aggregate principal amount of the Securities then outstanding (includingat the time outstanding, without limitationthe Company, consents obtained when authorized by a Board Resolution, and the Trustee may from time to time and at any time amend the Indenture for the purpose of adding any provisions to or changing in connection with a purchase ofany manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the holders of the Securities; provided, or tender offer or exchange offer forhowever, Securities). However, that no such amendment shall without the consent of the holders of each Securityholder affectedSecurity then outstanding and affected thereby (i) change the Maturity Date of any Security, an amendment may not: or reduce the rate or extend the time of payment of interest thereon (1) except as contemplated by Article XVI), or reduce the principal amount of Securities whose Securityholders must consent to an amendment; (2) thereof, or reduce the rate of any amount payable on redemption thereof, or extend the time for payment of interest on any Security; (3) reduce make the principal of thereof or extend the Stated Maturity of any Security; (4) reduce the premium payable upon the redemption or repurchase of any Security or change the time at which any Security may or shall be redeemed or repurchased as described under Section 3.7, Section 3.9 and Article V; (5) make any Security interest thereon payable in any coin or currency other than that stated provided in the Security; (6) Securities, or impair or affect the right of any Securityholder to receive payment of principal of, premium, if any, and interest on such Securityholder’s Securities on or after the due dates therefor (other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for payment thereof, or (ii) reduce the enforcement aforesaid percentage of Securities the holders of which are required to consent to any such amendment to the Indenture, provided, however, that if the Securities are held by Xxxxx Spring -------- ------- Capital Trust, such amendment shall not be effective until the holders of a majority in liquidation amount of Trust Securities shall have consented to such amendment; provided, further, that if the consent of the holder of each -------- ------- outstanding Security is required, such amendment shall not be effective until each holder of the Trust Securities shall have consented to such amendment. Upon the request of the Company accompanied by a copy of a resolution of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any payment on supplemental indenture affecting such amendment, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or with respect to immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such Securityholder’s Securities; or (7) make supplemental indenture. Promptly after the execution by the Company and the Trustee of any change supplemental indenture pursuant to the amendment provisions which require each Securityholder’s consent or of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the waiver provisionsSecurityholders as their names and addresses appear upon the Security Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.02 to approve the particular form of any proposed amendmentsupplemental indenture, but it shall be sufficient if such consent approves shall approve the substance thereof. A consent to any amendment or waiver under this Indenture by any Securityholder of the Securities given in connection with a tender of such Securityholder’s Securities will not be rendered invalid by such tender. After an amendment under this Section becomes effective, the Issuers shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Securityholders. (a) The Issuers Issuers, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture or the Securities without notice to any Securityholder but with the written consent of the Securityholders of at least not less than a majority in aggregate principal amount of the Securities, voting as a single class, then outstanding (including consents obtained in connection with a tender offer or exchange offer for the Securities) and any existing Default and its consequences (including, without limitation, an acceleration of the Securities) or compliance with any provision of this Indenture or the Securities may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Securities (including consents obtained in connection with a tender offer or exchange offer for the Securities). Furthermore, subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Securities then outstanding (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for the Securities)) may waive compliance in a particular instance by the Issuers with any provision of this Indenture or the Securities. However, without the consent of each Securityholder affected, an amendment amendment, supplement or waiver under this Section 9.02 may not:not (with respect to any Securities held by a non-consenting Holder): (1i) reduce the principal amount of Securities whose Securityholders Holders must consent to an amendment, supplement or waiver; (2ii) reduce the rate of or extend the time for payment of any interest on any Security; (3iii) reduce the principal of or extend the Stated Maturity of any SecuritySecurity or alter the redemption or repurchase provisions (including without limitation Sections 3.07, 3.09, 4.11 and 4.14 hereof) with respect thereto; (4iv) reduce the premium payable upon the redemption or repurchase of any Security or change the time at which any Security may or shall be redeemed or repurchased as described under in accordance with Section 3.7, Section 3.9 and Article V3.07; (5v) make any Security payable in currency money other than that stated in the Security; (6vi) make any change in Section 6.04 or 6.07 hereof or in this Section 9.02(a); or (vii) waive a Default or Event of Default in the payment of principal of premium, if any, or interest on, or redemption payment with respect to, any or Security (excluding any principal or interest due solely as a result of the occurrence of a Declaration); (viii) impair the right of any Securityholder Holder to receive payment of principal of, premium, if any, of and interest on such Securityholder’s Xxxxxx's Securities on or after the due dates therefor (other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for the enforcement of any payment on or with respect to such Securityholder’s Xxxxxx's Securities; or. (7b) make Upon the request of the Issuer and the Subsidiary Guarantors accompanied by Board Resolutions of their respective Boards of Directors or board of managers, as the case may be, authorizing the execution of any change such supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the amendment provisions Trustee of the consent of the Securityholders as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.06 hereof, the Trustee shall join with the Issuers and the Subsidiary 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 require each Securityholder’s consent or to case the waiver provisions. Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. (c) It shall not be necessary for the consent of the Securityholders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. A consent to any amendment . (d) After an amendment, supplement or waiver under this Indenture by any Securityholder of the Securities given in connection with a tender of such Securityholder’s Securities will not be rendered invalid by such tender. After an amendment under this Section 9.02 becomes effective, the Issuers shall mail to all Securityholders a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to mail such amendment. The failure to give such notice to all Securityholdersnotice, or any defect therein, shall not not, however, in any way impair or affect the validity of an amendment under this Sectionany such amendment, supplement or waiver.

With Consent of Securityholders. The Issuers may amend this Indenture or With the Securities without notice to any Securityholder but with the written consent (evidenced as provided in Section 7.01) of the Securityholders holders of at least a majority in aggregate principal amount of the Securities then outstanding (includingat the time outstanding, without limitationthe Company, consents obtained when authorized by a Board Resolution, and the Trustee may from time to time and at any time amend this Indenture for the purpose of adding any provisions to or changing in connection with a purchase ofany manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the holders of the Securities; provided, or tender offer or exchange offer forhowever, Securities). However, that no such amendment shall without the consent of the holders of each Securityholder affectedSecurity then outstanding and affected hereby (i) extend the Maturity Date of any Security, an amendment may not: or reduce the rate or extend the time of payment of interest thereon (1) except as contemplated by Article XVI), or reduce the principal amount of Securities whose Securityholders must consent to an amendment; (2) thereof, or reduce the rate of any amount payable on prepayment thereof, or extend the time for payment of interest on any Security; (3) reduce make the principal of thereof or extend the Stated Maturity of any Security; (4) reduce the interest or premium payable upon the redemption or repurchase of any Security or change the time at which any Security may or shall be redeemed or repurchased as described under Section 3.7, Section 3.9 and Article V; (5) make any Security thereon payable in any coin or currency other than that stated provided in the Security; (6) Securities, or impair or affect the right of any Securityholder to receive payment of principal of, premium, if any, and interest on such Securityholder’s Securities on or after the due dates therefor (other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for payment thereof, or (ii) reduce the enforcement aforesaid percentage of Securities the holders of which are required to consent to any such amendment to this Indenture; PROVIDED, HOWEVER, that if the Securities are held by X.X. Xxxxxxx Capital Trust, such amendment shall not be effective until the holders of a majority in liquidation amount of Trust Securities shall have consented to such amendment; PROVIDED, FURTHER, that if the consent of the holder of each outstanding Security is required, such amendment shall not be effective until each holder of the Trust Securities shall have consented to such amendment. Upon the request of the Company accompanied by a copy of a resolution of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any payment on supplemental indenture affecting such amendment, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or with respect 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 receive an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to such Securityholder’s Securities; or (7) make this Article is authorized or permitted by, and conforms to, the terms of this Article and that it is proper for the Trustee under the provisions of this Article to join in the execution thereof. Promptly after the execution by the Company and the Trustee of any change supplemental indenture pursuant to the amendment provisions which require each Securityholder’s consent or of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the waiver provisionsSecurityholders as their names and addresses appear upon the Security Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.02 to approve the particular form of any proposed amendmentsupplemental indenture, but it shall be sufficient if such consent approves shall approve the substance thereof. A consent to any amendment or waiver under this Indenture by any Securityholder of the Securities given in connection with a tender of such Securityholder’s Securities will not be rendered invalid by such tender. After an amendment under this Section becomes effective, the Issuers shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Securityholders. The Issuers may amend this Indenture or (a) With the Securities without notice to any Securityholder but with the written consent (evidenced as provided in Section 7.01) of the Securityholders holders of at least a majority in principal amount of the Securities then outstanding (includingat the time outstanding, without limitationthe Company, consents obtained when authorized by a Board Resolution, and the Trustee may from time to time and at any time amend this Indenture for the purpose of adding any provisions to or changing in connection with a purchase ofany manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the holders of the Securities; provided, or tender offer or exchange offer forhowever, Securities). However, that no such amendment shall without the consent of the holders of each Securityholder affected, an amendment may not: Security then outstanding and affected hereby (1i) reduce the principal amount of Securities whose Securityholders must consent to an amendment; (2) reduce the rate of or extend the time for payment of interest on any Security; (3) reduce the principal of or extend the Stated Maturity of any Security; (4) , or reduce the premium payable upon the redemption rate or repurchase of any Security or change extend the time at which of payment of interest thereon (except as contemplated by Article XVI), or reduce the principal amount thereof, or reduce any Security may amount payable on prepayment thereof, or shall be redeemed make the principal thereof or repurchased as described under Section 3.7, Section 3.9 and Article V; (5) make any Security interest or premium thereon payable in any coin or currency other than that stated provided in the Security; (6) Securities, or impair or affect the right of any Securityholder to receive payment of principal of, premium, if any, and interest on such Securityholder’s Securities on or after the due dates therefor (other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for payment thereof, or (ii) reduce the enforcement aforesaid percentage of Securities the holders of which are required to consent to any payment on or with respect such amendment to this Indenture; provided, however, that if the Securities are held by Trenwick Capital Trust I, such Securityholder’s Securities; or (7) make any change to the amendment provisions which require each Securityholder’s consent or to the waiver provisions. It shall not be necessary for effective until the holders of a majority in liquidation amount of Trust Securities shall have consented to such amendment; provided, further, that if the consent of the Securityholders under this Section holder of each outstanding Security is required, such amendment shall not be effective until each holder of the Trust Securities shall have consented to approve such amendment. (b) Upon the particular form request of the Company accompanied by a Board Resolution authorizing the execution of any proposed supplemental indenture affecting such amendment, but it and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall be sufficient if join with the Company in the execution of such consent approves supplemental indenture unless such supplemental indenture affects the substance thereof. A consent to any amendment Trustee's own rights, duties or waiver immunities under this Indenture by any Securityholder of or otherwise, in which case the Securities given Trustee may in connection with a tender of such Securityholder’s Securities will its discretion, but shall not be rendered invalid by obligated to, enter into such tender. After an amendment under this Section becomes effective, the Issuers shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Sectionsupplemental indenture.

With Consent of Securityholders. The Issuers may amend this Indenture or With the Securities without notice to any Securityholder but with the written consent (evidenced as provided in Section 7.01) of the Securityholders holders of at least a majority in aggregate principal amount of the Securities then outstanding (includingat the time outstanding, without limitationthe Company, consents obtained when authorized by a Board Resolution, and the Trustee may from time to time and at any time amend this Indenture for the purpose of adding any provisions to or changing in connection with a purchase ofany manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the holders of the Securities; provided, or tender offer or exchange offer forhowever, Securities). However, that no such amendment shall without the consent of the holders of each Securityholder affectedSecurity then outstanding and affected thereby (i) change the Maturity Date of any Security, an amendment may not: or reduce the rate or extend the time of payment of interest thereon (1) except as contemplated by Article Sixteen), or reduce the principal amount of Securities whose Securityholders must consent to an amendment; (2) thereof, or reduce the rate of any amount payable on prepayment thereof, or extend the time for payment of interest on any Security; (3) reduce make the principal of thereof or extend the Stated Maturity of any Security; (4) reduce the interest or premium payable upon the redemption or repurchase of any Security or change the time at which any Security may or shall be redeemed or repurchased as described under Section 3.7, Section 3.9 and Article V; (5) make any Security thereon payable in any coin or currency other than that stated provided in the Security; (6) Securities, or impair or affect the right of any Securityholder to receive payment of principal of, premium, if any, and interest on such Securityholder’s Securities on or after the due dates therefor (other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for payment thereof, or (ii) reduce the enforcement aforesaid percentage of Securities the holders of which are required to consent to any such amendment to this Indenture, provided, however, that if the Securities are held by Community Capital Trust, such amendment shall not be effective until the holders of a majority in liquidation amount of Trust Securities shall have consented to such amendment; provided, further, that if the consent of the holder of each outstanding Security is required, such amendment shall not be effective until each holder of the Trust Securities shall have consented to such amendment. Upon the request of the Company accompanied by a copy of a resolution of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any payment on supplemental indenture affecting such amendment, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or with respect 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 receive an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to such Securityholder’s Securities; or (7) make this Article is authorized or permitted by, and conforms to, the terms of this Article and that it is proper for the Trustee under the provisions of this Article to join in the execution thereof. Promptly after the execution by the Company and the Trustee of any change supplemental indenture pursuant to the amendment provisions which require each Securityholder’s consent or of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the waiver provisionsSecurityholders as their names and addresses appear upon the Security Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.02 to approve the particular form of any proposed amendmentsupplemental indenture, but it shall be sufficient if such consent approves shall approve the substance thereof. A consent to any amendment or waiver under this Indenture by any Securityholder of the Securities given in connection with a tender of such Securityholder’s Securities will not be rendered invalid by such tender. After an amendment under this Section becomes effective, the Issuers shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Securityholders. The Issuers may amend this Indenture or With the Securities without notice to any Securityholder but with the written consent (evidenced as provided in Section 7.01) of the Securityholders holders of at least a majority in aggregate principal amount of the Securities then outstanding (includingat the time outstanding, without limitationthe Corporation, consents obtained when authorized by a Board Resolution, and the Debenture Trustee may from time to time and at any time amend this Indenture for the purpose of adding any provisions to or changing in connection with a purchase ofany manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the holders of the Securities; provided, or tender offer or exchange offer forhowever, Securities). Howeverthat no such amendment shall, without the consent of the holders of each Securityholder affectedSecurity then outstanding and affected thereby (i) change the Maturity Date of any Security, an amendment may not: or reduce the rate or extend the time of payment of interest thereon (1) except as contemplated by Article XVI), or reduce the principal amount of Securities whose Securityholders must consent to an amendment; (2) reduce the rate of thereof, or extend the time for payment of interest on change any Security; (3) reduce prepayment provisions, or make the principal of thereof or extend the Stated Maturity of any Security; (4) reduce the interest or premium payable upon the redemption or repurchase of any Security or change the time at which any Security may or shall be redeemed or repurchased as described under Section 3.7, Section 3.9 and Article V; (5) make any Security thereon payable in any coin or currency other than that stated in the Security; (6) U.S. dollars, or impair or affect the right of any Securityholder to receive payment of principal of, premium, if any, and interest on such Securityholder’s Securities on or after the due dates therefor (other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for payment thereof, or (ii) reduce the enforcement aforesaid percentage of Securities, the holders of which are required to consent to any such amendment to the Indenture; PROVIDED, HOWEVER, that if the Securities are held by the Trust, such amendment shall not be effective until the holders of a majority in liquidation amount of Trust Securities shall have consented to such amendment; PROVIDED, FURTHER, that if the consent of the holder of each outstanding Security is required, such amendment shall not be effective until each holder of the Trust Securities shall have consented to such amendment. Upon the request of the Corporation accompanied by a copy of a resolution of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any payment on supplemental indenture affecting such amendment, and upon the filing with the Debenture Trustee of evidence of the consent of Securityholders as aforesaid, the Debenture Trustee shall join with the Corporation in the execution of such supplemental indenture unless such supplemental indenture affects the Debenture Trustee's own rights, duties or with respect to immunities under this Indenture or otherwise, in which case the Debenture Trustee may in its discretion, but shall not be obligated to, enter into such Securityholder’s Securities; or (7) make supplemental indenture. Promptly after the execution by the Corporation and the Debenture Trustee of any change supplemental indenture pursuant to the amendment provisions which require each Securityholder’s consent or of this Section, the Debenture Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Corporation, setting forth in general terms the substance of such supplemental indenture, to the waiver provisionsSecurityholders as their names and addresses appear upon the Security Register. Any failure of the Debenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.02 to approve the particular form of any proposed amendmentsupplemental indenture, but it shall be sufficient if such consent approves shall approve the substance thereof. A consent to any amendment or waiver under this Indenture by any Securityholder of the Securities given in connection with a tender of such Securityholder’s Securities will not be rendered invalid by such tender. After an amendment under this Section becomes effective, the Issuers shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Securityholders. The Issuers (a) Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture or the Securities without notice to any Securityholder but with the written consent of the Securityholders of at least not less than a majority in aggregate principal amount of the Securities then outstanding (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer forfor the Securities) and subject to Section 6.04 and 6.07 any existing Default or Event of Default and its consequences (other than a Default or Event of Default in the payment of principal premium, if any, or interest, if any, on the Securities except a payment default resulting from an acceleration of the Securities that has been rescinded) or compliance with any provision of this Indenture or the Securities may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Securities (including consents obtained in connection with a purchase of, or tender offer or exchange offer for the Securities). Furthermore, subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Securities then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for the Securities) may waive compliance in a particular instance by the Company with any provision of this Indenture or the Securities. However, without the consent of each Securityholder affected, an amendment amendment, supplement or waiver under this Section 9.02 may not:not (with respect to any Securities held by a non-consenting Holder): (1i) reduce the principal amount of Securities whose Securityholders Holders must consent to an amendment, supplement or waiver; (2ii) reduce the stated rate of or extend the stated time for payment of any interest on any Security; (3iii) reduce the principal of or extend the Stated Maturity of any SecuritySecurity or alter the redemption provisions (including, without limitation, Sections 3.07, 3.09, 4.11 and 4.14 hereof) with respect thereto; (4iv) reduce the premium payable upon the redemption or repurchase of any Security or change the time at which any Security may or shall be redeemed or repurchased as described under in accordance with Section 3.7, Section 3.9 and Article V3.07; (5v) make any Security payable in currency money other than that stated in the Security; (6vi) make any change in Section 6.04 or 6.07 hereof or in this Section 9.02(a); (vii) waive a Default or Event of Default in the payment of principal of premium, if any, or interest, if any, on, or redemption payment with respect to, any or Security (except a rescission of acceleration of the Securities by the Holders of at least a majority in aggregate principal amount of the Securities and a waiver of the payment default that resulted from such acceleration); (viii) impair the right of any Securityholder Holder to receive payment of principal of, premium, if any, of and interest on such Securityholder’s holder's Securities on or after the due dates therefor (other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for the enforcement of any payment on or with respect to such Securityholder’s Xxxxxx's Securities; or; (7ix) make any change to in the amendment provisions which require each Securityholder’s Holder's consent or in the waiver provisions or requiring any Guaranty hereof or in the provisions of any such Guaranty; (x) release any Subsidiary Guarantor from its Subsidiary Guarantee, except as provided herein; or (xi) directly or indirectly release Liens on all or substantially all of the Collateral securing the obligations under this Indenture, the Securities or any Guaranty thereof. (b) Upon the request of the Company and the Subsidiary Guarantors accompanied by Board Resolutions of their respective Boards of Directors authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the waiver provisions. Trustee of the consent of the Securityholders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 and Section 9.06 hereof, the Trustee shall join with the Company and the Subsidiary 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. (c) It shall not be necessary for the consent of the Securityholders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. A consent to any amendment . (d) After an amendment, supplement or waiver under this Indenture by any Securityholder of the Securities given in connection with a tender of such Securityholder’s Securities will not be rendered invalid by such tender. After an amendment under this Section 9.02 becomes effective, the Issuers Company shall mail to all Securityholders a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such amendment. The failure to give such notice to all Securityholdersnotice, or any defect therein, shall not not, however, in any way impair or affect the validity of an amendment under this Sectionany such amendment, supplement or waiver.

With Consent of Securityholders. The Issuers may amend this Indenture or With the Securities without notice to any Securityholder but with the written consent (evidenced as provided in Section 7.01) of the Securityholders holders of at least a majority in aggregate principal amount of the Securities then outstanding (includingat the time outstanding, without limitationthe Company, consents obtained when authorized by a Board Resolution, and the Trustee may from time to time and at any time amend the Indenture for the purpose of adding any provisions to or changing in connection with a purchase ofany manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the holders of the Securities; provided, or tender offer or exchange offer forhowever, Securities). However, that no such amendment shall without the consent of the holders of each Securityholder affectedSecurity then outstanding and affected thereby (i) change the Maturity Date of any Security, an amendment may not: or reduce the rate or extend the time of payment of interest thereon (1) except as contemplated by Article XVI), or reduce the principal amount of Securities whose Securityholders must consent to an amendment; (2) thereof, or reduce the rate of any amount payable on redemption thereof, or extend the time for payment of interest on any Security; (3) reduce make the principal of thereof or extend the Stated Maturity of any Security; (4) reduce the interest or premium payable upon the redemption or repurchase of any Security or change the time at which any Security may or shall be redeemed or repurchased as described under Section 3.7, Section 3.9 and Article V; (5) make any Security thereon payable in any coin or currency other than that stated provided in the Security; (6) Securities, or impair or affect the right of any Securityholder to receive payment of principal of, premium, if any, and interest on such Securityholder’s Securities on or after the due dates therefor (other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for payment thereof, or (ii) reduce the enforcement aforesaid percentage of Securities the holders of which are required to consent to any such amendment to the Indenture, PROVIDED, HOWEVER, that if the Securities are held by Haven Capital Trust, such amendment shall not be effective until the holders of a majority in liquidation amount of Trust Securities shall have consented to such amendment; PROVIDED, FURTHER, that if the consent of the holder of each outstanding Security is required, such amendment shall not be effective until each holder of the Trust Securities shall have consented to such amendment. Upon the request of the Company accompanied by a copy of a resolution of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any payment on supplemental indenture affecting such amendment, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or with respect to immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such Securityholder’s Securities; or (7) make supplemental indenture. Promptly after the execution by the Company and the Trustee of any change supplemental indenture pursuant to the amendment provisions which require each Securityholder’s consent or of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the waiver provisionsSecurityholders as their names and addresses appear upon the Security Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.02 to approve the particular form of any proposed amendmentsupplemental indenture, but it shall be sufficient if such consent approves shall approve the substance thereof. A consent to any amendment or waiver under this Indenture by any Securityholder of the Securities given in connection with a tender of such Securityholder’s Securities will not be rendered invalid by such tender. After an amendment under this Section becomes effective, the Issuers shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Securityholders. The Issuers may amend this Indenture or With the Securities without notice to any Securityholder but with the written consent (evidenced as provided in Section 7.01) of the Securityholders holders of at least a majority in aggregate principal amount of the Securities then outstanding (includingat the time outstanding, without limitationthe Company, consents obtained when authorized by a Board Resolution, and the Trustee may from time to time and at any time amend the Indenture for the purpose of adding any provisions to or changing in connection with a purchase ofany manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the holders of the Securities; provided, or tender offer or exchange offer forhowever, Securities). However, that no such amendment shall without the consent of the holders of each Securityholder affectedSecurity then outstanding and affected thereby (i) extend the Maturity Date of any Security, an amendment may not: or reduce the rate or extend the time of payment of interest thereon (1) except as contemplated by Article XVI), or reduce the principal amount of Securities whose Securityholders must consent to an amendment; (2) thereof, or reduce the rate of any amount payable on redemption thereof, or extend the time for payment of interest on any Security; (3) reduce make the principal of thereof or extend the Stated Maturity of any Security; (4) reduce the interest or premium payable upon the redemption or repurchase of any Security or change the time at which any Security may or shall be redeemed or repurchased as described under Section 3.7, Section 3.9 and Article V; (5) make any Security thereon payable in any coin or currency other than that stated provided in the Security; (6) Securities, or impair or affect the right of any Securityholder to receive payment of principal of, premium, if any, and interest on such Securityholder’s Securities on or after the due dates therefor (other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for payment thereof, or (ii) reduce the enforcement afore said percentage of Securities the holders of which are required to consent to any such amendment to the Indenture, provided, however, that if the Securities are held by AGL Capital Trust, such amendment shall not be effective until the holders of a majority in liquidation amount of Trust Securities shall have consented to such amendment; provided, further, that if the consent of the holder of each outstanding Security is required, such amendment shall not be effective until each holder of the Trust Securities shall have consented to such amendment. Upon the request of the Company accompanied by a copy of a resolution of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any payment on supplemental indenture affecting such amendment, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or with respect to immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such Securityholder’s Securities; or (7) make supplemental indenture. Promptly after the execution by the Company and the Trustee of any change supplemental indenture pursuant to the amendment provisions which require each Securityholder’s consent or of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the waiver provisionsSecurityholders as their names and addresses appear upon the Security Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.02 to approve the particular form of any proposed amendmentsupplemental indenture, but it shall be sufficient if such consent approves shall approve the substance thereof. A consent to any amendment or waiver under this Indenture by any Securityholder of the Securities given in connection with a tender of such Securityholder’s Securities will not be rendered invalid by such tender. After an amendment under this Section becomes effective, the Issuers shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Securityholders. The Issuers may amend this Indenture or With the Securities without notice to any Securityholder but with the written consent (evidenced as provided in Section 7.01) of the Securityholders holders of at least a majority in aggregate principal amount of the Securities then outstanding (includingat the time outstanding, without limitationthe Company, consents obtained when authorized by a Board Resolution, and the Trustee may from time to time and at any time amend the Indenture for the purpose of adding any provisions to or changing in connection with a purchase ofany manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the holders of the Securities; provided, or tender offer or exchange offer forhowever, Securities). However, that no such amendment shall without the consent of the holders of each Securityholder affectedSecurity then outstanding and affected thereby (i) extend the Maturity Date of any Security, an amendment may not: or reduce the rate or extend the time of payment of interest thereon (1) except as contemplated by Article XVI), or reduce the principal amount of Securities whose Securityholders must consent to an amendment; (2) thereof, or reduce the rate of any amount payable on redemption thereof, or extend the time for payment of interest on any Security; (3) reduce make the principal of thereof or extend the Stated Maturity of any Security; (4) reduce the interest or premium payable upon the redemption or repurchase of any Security or change the time at which any Security may or shall be redeemed or repurchased as described under Section 3.7, Section 3.9 and Article V; (5) make any Security thereon payable in any coin or currency other than that stated provided in the Security; (6) Securities, or impair or affect the right of any Securityholder to receive payment of principal of, premium, if any, and interest on such Securityholder’s Securities on or after the due dates therefor (other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for payment thereof, or (ii) reduce the enforcement aforesaid percentage of Securities the holders of which are required to consent to any payment on or with respect to such Securityholder’s Securities; or (7) make any change amendment to the Indenture, provided, however, that if the Securities are held by AMCORE Capital Trust, such amendment provisions which require each Securityholder’s consent or to the waiver provisions. It shall not be necessary for effective until the holders of a majority in liquidation amount of Trust Securities shall have consented to such amendment; provided, further, that if the consent of the Securityholders under this Section holder of each outstanding Security is required, such amendment shall not be effective until each holder of the Trust Securities shall have consented to approve such amendment. Upon the particular form request of the Company accompanied by a copy of a resolution of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any proposed supplemental indenture affecting such amendment, but it and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall be sufficient if join with the Company in the execution of such consent approves supplemental indenture unless such supplemental indenture affects the substance thereof. A consent to any amendment Trustee's own rights, duties or waiver immunities under this Indenture by any Securityholder of the Securities given or otherwise, in connection with a tender of such Securityholder’s Securities will not be rendered invalid by such tender. After an amendment under this Section becomes effective, the Issuers shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.which

With Consent of Securityholders. The Issuers may amend this Indenture or With the Securities without notice to any Securityholder but with the written consent (evidenced as provided in Section 7.01) of the Securityholders holders of at least a majority in aggregate principal amount of the Securities then outstanding (includingat the time outstanding, without limitationthe Company, consents obtained when authorized by a Board Resolution, and the Trustee may from time to time and at any time amend the Indenture for the purpose of adding any provisions to or changing in connection with a purchase ofany manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the holders of the Securities; provided, or tender offer or exchange offer forhowever, Securities). However, that no such amendment shall without the consent of the holders of each Securityholder affectedSecurity then outstanding and affected thereby (i) change the Maturity Date of any Security, an amendment may not: or reduce the rate or extend the time of payment of interest thereon (1) except as contemplated by Article XVI), or reduce the principal amount of Securities whose Securityholders must consent to an amendment; (2) thereof, or reduce the rate of any amount payable on redemption thereof, or extend the time for payment of interest on any Security; (3) reduce make the principal of thereof or extend the Stated Maturity of any Security; (4) reduce the premium payable upon the redemption or repurchase of any Security or change the time at which any Security may or shall be redeemed or repurchased as described under Section 3.7, Section 3.9 and Article V; (5) make any Security interest thereon payable in any coin or currency other than that stated provided in the Security; (6) Securities, or impair or affect the right of any Securityholder to receive payment of principal of, premium, if any, and interest on such Securityholder’s Securities on or after the due dates therefor (other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for payment thereof, or (ii) reduce the enforcement aforesaid percentage of Securities the holders of which are required to consent to any such amendment to the Indenture, provided, however, that if the Securities are held by Independent Capital Trust, such amendment shall not be effective until the holders of a majority in liquidation amount of Trust Securities shall have consented to such amendment; provided, further, that if the consent of the holder of each outstanding Security is required, such amendment shall not be effective until each holder of the Trust Securities shall have consented to such amendment. Upon the request of the Company accompanied by a copy of a resolution of the Board of Directors certified by its Clerk or Assistant Clerk authorizing the execution of any payment on supplemental indenture affecting such amendment, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or with respect to immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such Securityholder’s Securities; or (7) make supplemental indenture. Promptly after the execution by the Company and the Trustee of any change supplemental indenture pursuant to the amendment provisions which require each Securityholder’s consent or of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the waiver provisionsSecurityholders as their names and addresses appear upon the Security Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.02 to approve the particular form of any proposed amendmentsupplemental indenture, but it shall be sufficient if such consent approves shall approve the substance thereof. A consent to any amendment or waiver under this Indenture by any Securityholder of the Securities given in connection with a tender of such Securityholder’s Securities will not be rendered invalid by such tender. After an amendment under this Section becomes effective, the Issuers shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Securityholders. The Issuers may amend this Indenture or With the Securities without notice to any Securityholder but with the written consent (evidenced as provided in Section 7.01) of the Securityholders holders of at least a majority in aggregate principal amount of the Securities then outstanding (includingat the time outstanding, without limitationthe Company, consents obtained when authorized by a Board Resolution, and the Trustee may from time to time and at any time amend the Indenture for the purpose of adding any provisions to or changing in connection with a purchase ofany manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the holders of the Securities; provided, or tender offer or exchange offer forhowever, Securities). However, that no such amendment shall without the consent of the holders of each Securityholder affectedSecurity then outstanding and affected thereby (i) change the Maturity Date of any Security, an amendment may not: or reduce the rate or extend the time of payment of interest thereon (1) except as contemplated by Article XVI), or reduce the principal amount of Securities whose Securityholders must consent to an amendment; (2) thereof, or reduce the rate of any amount payable on redemption thereof, or extend the time for payment of interest on any Security; (3) reduce make the principal of thereof or extend the Stated Maturity of any Security; (4) reduce the interest or premium payable upon the redemption or repurchase of any Security or change the time at which any Security may or shall be redeemed or repurchased as described under Section 3.7, Section 3.9 and Article V; (5) make any Security thereon payable in any coin or currency other than that stated provided in the Security; (6) Securities, or impair or affect the right of any Securityholder to receive payment of principal of, premium, if any, and interest on such Securityholder’s Securities on or after the due dates therefor (other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for payment thereof, or (ii) reduce the enforcement aforesaid percentage of Securities the holders of which are required to consent to any such amendment to the Indenture, provided, however, that if the Securities are held by Patriot Capital Trust, such amendment shall not be effective until the holders of a majority in liquidation amount of Trust Securities shall have consented to such amendment; provided, further, that if the consent of the holder of each outstanding Security is required, such amendment shall not be effective until each holder of the Trust Securities shall have consented to such amendment. Upon the request of the Company accompanied by a copy of a resolution of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any payment on supplemental indenture affecting such amendment, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or with respect to immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such Securityholder’s Securities; or (7) make supplemental indenture. Promptly after the execution by the Company and the Trustee of any change supplemental indenture pursuant to the amendment provisions which require each Securityholder’s consent or of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the waiver provisionsSecurityholders as their names and addresses appear upon the Security Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.02 to approve the particular form of any proposed amendmentsupplemental indenture, but it shall be sufficient if such consent approves shall approve the substance thereof. A consent to any amendment or waiver under this Indenture by any Securityholder of the Securities given in connection with a tender of such Securityholder’s Securities will not be rendered invalid by such tender. After an amendment under this Section becomes effective, the Issuers shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Securityholders. The Issuers may amend this Indenture or With the Securities without notice to any Securityholder but with the written consent (evidenced as provided in Section 7.01) of the Securityholders holders of at least a majority in aggregate principal amount of the Securities then outstanding (includingat the time outstanding, without limitationthe Company, consents obtained when authorized by a Board Resolution, and the Trustee may from time to time and at any time amend the Indenture for the purpose of adding any provisions to or changing in connection with a purchase ofany manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the holders of the Securities; provided, or tender offer or exchange offer forhowever, Securities). However, that no such amendment shall without the consent of the holders of each Securityholder affectedSecurity then outstanding and affected thereby (i) change the Maturity Date of any Security, an amendment may not: or reduce the rate or extend the time of payment of interest thereon (1) except as contemplated by Article XVI), or reduce the principal amount of Securities whose Securityholders must consent to an amendment; (2) thereof, or reduce the rate of any amount payable on redemption thereof, or extend the time for payment of interest on any Security; (3) reduce make the principal of thereof or extend the Stated Maturity of any Security; (4) reduce the premium payable upon the redemption or repurchase of any Security or change the time at which any Security may or shall be redeemed or repurchased as described under Section 3.7, Section 3.9 and Article V; (5) make any Security interest thereon payable in any coin or currency other than that stated provided in the Security; (6) Securities, or impair or affect the right of any Securityholder to receive payment of principal of, premium, if any, and interest on such Securityholder’s Securities on or after the due dates therefor (other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for payment thereof, or (ii) reduce the enforcement aforesaid percentage of Securities the holders of which are required to consent to any such amendment to the Indenture, PROVIDED, HOWEVER, that if the Securities are held by Coastal Capital Trust I, such amendment shall not be effective until the holders of a majority in liquidation amount of Trust Securities shall have consented to such amendment; PROVIDED, FURTHER, that if the consent of the holder of each outstanding Security is required, such amendment shall not be effective until each holder of the Trust Securities shall have consented to such amendment. Upon the request of the Company accompanied by a copy of a resolution of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any payment on supplemental indenture affecting such amendment, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or with respect to immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such Securityholder’s Securities; or (7) make supplemental indenture. Promptly after the execution by the Company and the Trustee of any change supplemental indenture pursuant to the amendment provisions which require each Securityholder’s consent or of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the waiver provisionsSecurityholders as their names and addresses appear upon the Security Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.02 to approve the particular form of any proposed amendmentsupplemental indenture, but it shall be sufficient if such consent approves shall approve the substance thereof. A consent to any amendment or waiver under this Indenture by any Securityholder of the Securities given in connection with a tender of such Securityholder’s Securities will not be rendered invalid by such tender. After an amendment under this Section becomes effective, the Issuers shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Securityholders. The Issuers Subject to Section 8.07 hereof, the Company and the Trustee may amend or supplement this Indenture or the Securities without notice to any Securityholder but with the written consent (including consents obtained in connection with any tender or exchange offer for Securities) of the Securityholders of at least a majority in principal amount of the then-outstanding Securities. Subject to Sections 8.04 and 8.07 hereof, the Securityholders of a majority in principal amount of the Securities then outstanding may also by their written consent (including, without limitation, including consents obtained in connection with a purchase of, or any tender offer or exchange offer for, for Securities)) waive any existing Default as provided in Section 8.04 or waive compliance in a particular instance by the Company with any provision of this Indenture or the Securities. However, without the consent of each Securityholder affected, an amendment amendment, supplement or waiver under this Section may not:not (with respect to any Securities held by a nonconsenting Securityholder): (1a) reduce the principal amount of Securities whose Securityholders must consent to an amendment, supplement or waiver; (2b) reduce the rate of or extend change the time for payment of interest on any Security; (3c) reduce the principal of or extend change the Stated Maturity of any Security; (4) reduce the premium payable upon the redemption or repurchase fixed maturity of any Security or change alter the time at which any Security may or shall be redeemed or repurchased as described under Section 3.7, Section 3.9 and Article Vredemption provisions with respect thereto; (5d) make any Security payable in currency money other than that stated in the Security; (6e) impair make any change in Section 8.04, 8.07 or 11.02 hereof (this sentence); (f) waive a default in the right of any Securityholder to receive payment of principal of, premium, if any, and or interest on such Securityholder’s Securities on or after the due dates therefor (other than as provided in Section 8.04); (g) waive a repurchase required under Section 3.7 or Section 3.9redemption payment payable on any Security; (h) or make any change that impairs the right of Securityholders to institute suit for convert Securities into Common Stock of the enforcement of any payment on or with respect to such Securityholder’s SecuritiesCompany; or (7i) make any change modify the conversion or subordination provisions set forth in Article V and Article VI, respectively, in a manner adverse to the amendment provisions which require each Securityholder’s consent or to holders of the waiver provisionsSecurities. It shall not be necessary for the To secure a consent of the Securityholders under this Section 11.02, it shall not be necessary for the Securityholders to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. A An amendment under this Section may not make any change that adversely affects the rights under Article VI of any holder of Senior Debt then outstanding unless the holders of such Senior Debt (or any group or Representative thereof authorized to give a consent) consent to such change. Neither the Company nor any of its Subsidiaries shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any holder of Securities or as an inducement to any consent, waiver or amendment of any of the terms or waiver under provisions of this Indenture by any Securityholder or the Securities unless such consideration is offered to be paid or agreed to be paid to all holders of the Securities given that consent, waive or agree to amend in connection with a tender of the time frame set forth in the solicitation documents relating to such Securityholder’s Securities will not be rendered invalid by such tenderconsent, waiver or agreement. After an amendment amendment, supplement or waiver under this Section becomes effective, the Issuers Company shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, the amendment or any defect therein, shall not impair or affect the validity of an amendment under this Sectionwaiver.

With Consent of Securityholders. The Issuers may amend this Indenture or With the Securities without notice to any Securityholder but with the written consent (evidenced as provided in Section 7.01) of the Securityholders holders of at least a majority in aggregate principal amount of the Securities then outstanding (includingat the time outstanding, without limitationthe Company, consents obtained when authorized by a Board Resolution, and the Trustee may from time to time and at any time amend the Indenture for the purpose of adding any provisions to or changing in connection with a purchase ofany manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the holders of the Securities; provided, or tender offer or exchange offer forhowever, Securities). However, that no such amendment shall without the consent of the holders of each Securityholder affectedSecurity then outstanding and affected thereby (i) extend the Maturity Date of any Security, an amendment may not: or reduce the rate or extend the time of payment of interest thereon (1) except as contemplated by Article XVI), or reduce the principal amount of Securities whose Securityholders must consent to an amendment; (2) thereof, or reduce the rate of any amount payable on redemption thereof, or extend the time for payment of interest on any Security; (3) reduce make the principal of thereof or extend the Stated Maturity of any Security; (4) reduce the interest or premium payable upon the redemption or repurchase of any Security or change the time at which any Security may or shall be redeemed or repurchased as described under Section 3.7, Section 3.9 and Article V; (5) make any Security thereon payable in any coin or currency other than that stated provided in the Security; (6) Securities, or impair or affect the right of any Securityholder to receive payment of principal of, premium, if any, and interest on such Securityholder’s Securities on or after the due dates therefor (other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for payment thereof, or (ii) reduce the enforcement aforesaid percentage of Securities the holders of which are required to consent to any such amendment to the Indenture, provided, however, that if the Securities are held by Puget Sound Energy Trust, such amendment shall not be effective until the holders of a majority in liquidation amount of Trust Securities shall have consented to such amendment; provided, further, that if the consent of the holder of each outstanding Security is required, such amendment shall not be effective until each holder of the Trust Securities shall have consented to such amendment. Upon the request of the Company accompanied by a copy of a resolution of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any payment on supplemental indenture affecting such amendment, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or with respect to immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such Securityholder’s Securities; or (7) make supplemental indenture. Promptly after the execution by the Company and the Trustee of any change supplemental indenture pursuant to the amendment provisions which require each Securityholder’s consent or of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the waiver provisionsSecurityholders as their names and addresses appear upon the Security Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.02 to approve the particular form of any proposed amendmentsupplemental indenture, but it shall be sufficient if such consent approves shall approve the substance thereof. A consent to any amendment or waiver under this Indenture by any Securityholder of the Securities given in connection with a tender of such Securityholder’s Securities will not be rendered invalid by such tender. After an amendment under this Section becomes effective, the Issuers shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Securityholders. The Issuers may amend this Indenture or With the Securities without notice to any Securityholder but with the written consent (evidenced as provided in Section 7.1) of the Securityholders holders of at least a majority in aggregate principal amount of the Securities then outstanding (includingat the time outstanding, without limitationthe Company, consents obtained when authorized by a Board Resolution, and the Trustee may from time to time and at any time amend this Indenture for the purpose of adding any provisions to or changing in connection with a purchase ofany manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the holders of the Securities; provided, or tender offer or exchange offer forhowever, Securities). However, that no such amendment shall -------- ------- without the consent of the holders of each Securityholder affectedSecurity then outstanding and affected thereby (i) change the Maturity Date of any Security, an amendment may not: or reduce the rate or extend the time of payment of interest thereon (1) except as contemplated by Article XVI), or reduce the principal amount thereof, or change any of Securities whose Securityholders must consent to an amendment; (2) reduce the rate of redemption provisions, or extend the time for payment of interest on any Security; (3) reduce make the principal of thereof or extend the Stated Maturity of any Security; (4) reduce the interest or premium payable upon the redemption or repurchase of any Security or change the time at which any Security may or shall be redeemed or repurchased as described under Section 3.7, Section 3.9 and Article V; (5) make any Security thereon payable in any coin or currency other than that stated provided in the Security; (6) Securities, or impair or affect the right of any Securityholder to receive payment of principal of, premium, if any, and interest on such Securityholder’s Securities on or after the due dates therefor (other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for payment thereof, or (ii) reduce the enforcement aforesaid percentage of Securities the holders of which are required to consent to any such amendment to this Indenture, provided, however, that if the Securities are held by BFC Capital -------- ------- Trust, such amendment shall not be effective until the holders of a majority in liquidation amount of Trust Securities shall have consented to such amendment; provided, further, that if the consent of the holder of each outstanding -------- ------- Security is required, such amendment shall not be effective until each holder of the Trust Securities shall have consented to such amendment. Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any payment on supplemental indenture affecting such amendment, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or with respect to immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such Securityholder’s Securities; or (7) make supplemental indenture. Promptly after the execution by the Company and the Trustee of any change supplemental indenture pursuant to the amendment provisions which require each Securityholder’s consent or of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the waiver provisionsSecurityholders as their names and addresses appear upon the Security Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.2 to approve the particular form of any proposed amendmentsupplemental indenture, but it shall be sufficient if such consent approves shall approve the substance thereof. A consent to any amendment or waiver under this Indenture by any Securityholder of the Securities given in connection with a tender of such Securityholder’s Securities will not be rendered invalid by such tender. After an amendment under this Section becomes effective, the Issuers shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Securityholders. The Issuers may amend this Indenture or With the Securities without notice to any Securityholder but with the written consent (evidenced as provided in Section 7.1) of the Securityholders holders of at least a majority in aggregate principal amount of the Securities then outstanding (includingat the time outstanding, without limitationthe Company, consents obtained when authorized by a Board Resolution, and the Trustee may from time to time and at any time amend the Indenture for the purpose of adding any provisions to or changing in connection with a purchase ofany manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the holders of the Securities; provided, or tender offer or exchange offer forhowever, Securities). However, that no such amendment shall without the consent of the holders of each Securityholder affectedSecurity then outstanding and affected thereby (i) extend the Maturity Date of any Security, an amendment may not: or reduce the rate or extend the time of payment of interest thereon (1) except as contemplated by Article XVI), or reduce the principal amount of Securities whose Securityholders must consent to an amendment; (2) thereof, or reduce the rate of any amount payable on redemption thereof, or extend the time for payment of interest on any Security; (3) reduce make the principal of thereof or extend the Stated Maturity of any Security; (4) reduce the interest or premium payable upon the redemption or repurchase of any Security or change the time at which any Security may or shall be redeemed or repurchased as described under Section 3.7, Section 3.9 and Article V; (5) make any Security thereon payable in any coin or currency other than that stated provided in the Security; (6) Securities, or impair or affect the right of any Securityholder to receive payment of principal of, premium, if any, and interest on such Securityholder’s Securities on or after the due dates therefor (other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for payment thereof, or (ii) reduce the enforcement aforesaid percentage of Securities the holders of which are required to consent to any such amendment to the Indenture, provided, however, that if the Securities are held by SAFECO Trust, such amendment shall not be effective until the holders of a majority in liquidation amount of Trust Securities shall have consented to such amendment; provided, further, that if the consent of the holder of each outstanding Security is required, such amendment shall not be effective until each holder of the Trust Securities shall have consented to such amendment. Upon the request of the Company accompanied by a copy of a resolution of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any payment on supplemental indenture affecting such amendment, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or with respect to immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such Securityholder’s Securities; or (7) make supplemental indenture. Promptly after the execution by the Company and the Trustee of any change supplemental indenture pursuant to the amendment provisions which require each Securityholder’s consent or of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the waiver provisionsSecurityholders as their names and addresses appear upon the Security Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.2 to approve the particular form of any proposed amendmentsupplemental indenture, but it shall be sufficient if such consent approves shall approve the substance thereof. A consent to any amendment or waiver under this Indenture by any Securityholder of the Securities given in connection with a tender of such Securityholder’s Securities will not be rendered invalid by such tender. After an amendment under this Section becomes effective, the Issuers shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Securityholders. The Issuers may amend this Indenture or With the Securities without notice to any Securityholder but with the written consent (evidenced as provided in Section 7.01) of the Securityholders holders of at least a majority in aggregate principal amount of the Securities then outstanding (includingat the time outstanding, without limitationthe Company, consents obtained when authorized by a Board Resolution, and the Trustee may from time to time and at any time amend the Indenture for the purpose of adding any provisions to or changing in connection with a purchase ofany manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the holders of the Securities; provided, or tender offer or exchange offer forhowever, Securities). However, that no such amendment shall without the consent of the holders of each Securityholder affectedSecurity then outstanding and affected thereby (i) change the Maturity Date of any Security, an amendment may not: or reduce the rate or extend the time of payment of interest thereon (1) except as contemplated by Article XVI), or reduce the principal amount of Securities whose Securityholders must consent to an amendment; (2) thereof, or reduce the rate of any amount payable on redemption thereof, or extend the time for payment of interest on any Security; (3) reduce make the principal of thereof or extend the Stated Maturity of any Security; (4) reduce the premium payable upon the redemption or repurchase of any Security or change the time at which any Security may or shall be redeemed or repurchased as described under Section 3.7, Section 3.9 and Article V; (5) make any Security interest thereon payable in any coin or currency other than that stated provided in the Security; (6) Securities, or impair or affect the right of any Securityholder to receive payment of principal of, premium, if any, and interest on such Securityholder’s Securities on or after the due dates therefor (other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for payment thereof, or (ii) reduce the enforcement aforesaid percentage of Securities the holders of which are required to consent to any such amendment to the Indenture, provided, however, that if the Securities are held by East West -------- ------- Bancorp Capital Trust, such amendment shall not be effective until the holders of a majority in liquidation amount of Trust Securities shall have consented to such amendment; provided, further, that if the consent of the holder of each outstanding -------- ------- Security is required, such amendment shall not be effective until each holder of the Trust Securities shall have consented to such amendment. Upon the request of the Company accompanied by a copy of a resolution of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any payment on supplemental indenture affecting such amendment, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or with respect to immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such Securityholder’s Securities; or (7) make supplemental indenture. Promptly after the execution by the Company and the Trustee of any change supplemental indenture pursuant to the amendment provisions which require each Securityholder’s consent or of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the waiver provisionsSecurityholders as their names and addresses appear upon the Security Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.02 to approve the particular form of any proposed amendmentsupplemental indenture, but it shall be sufficient if such consent approves shall approve the substance thereof. A consent to any amendment or waiver under this Indenture by any Securityholder of the Securities given in connection with a tender of such Securityholder’s Securities will not be rendered invalid by such tender. After an amendment under this Section becomes effective, the Issuers shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Securityholders. The Issuers may amend this Indenture or With the Securities without notice to any Securityholder but with the written consent (evidenced as provided in Section 7.1) of the Securityholders holders of at least a majority in aggregate principal amount of the Securities then outstanding (includingat the time outstanding, without limitationthe Corporation, consents obtained when authorized by a Board Resolution, and the Debenture Trustee may from time to time and at any time amend this Indenture for the purpose of adding any provisions to or changing in connection with a purchase ofany manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the holders of the Securities; provided, or tender offer or exchange offer forhowever, Securities). Howeverthat no such amendment shall, without the consent of the holders of each Securityholder affectedSecurity then outstanding and affected thereby (i) change the Maturity Date of any Security, an amendment may not: or reduce the rate or extend the time of payment of interest thereon (1) except as contemplated by Article XVI), or reduce the principal amount of Securities whose Securityholders must consent to an amendment; (2) reduce the rate of thereof, or extend the time for payment of interest on change any Security; (3) reduce prepayment provisions, or make the principal of thereof or extend the Stated Maturity of any Security; (4) reduce the premium payable upon the redemption or repurchase of any Security or change the time at which any Security may or shall be redeemed or repurchased as described under Section 3.7, Section 3.9 and Article V; (5) make any Security interest thereon payable in any coin or currency other than that stated in the Security; (6) U.S. dollars, or impair or affect the right of any Securityholder to receive payment of principal of, premium, if any, and interest on such Securityholder’s Securities on or after the due dates therefor (other than a repurchase required under Section 3.7 or Section 3.9) or to institute suit for payment thereof, (ii) reduce the enforcement aforesaid percentage of Securities, the holders of which are required to consent to any such amendment to the Indenture or waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder or their consequences) provided for in this Indenture or (iii) modify the provisions in Article XV in any manner adverse to the Securityholders; provided, however, that if the Securities are held by the Trust, such amendment shall not be effective until the holders of a majority in liquidation amount of Preferred Securities shall have consented to such amendment; provided, further, that if the consent of the holder of each outstanding Security is required, such amendment shall not be effective until each holder of the Preferred Securities shall have consented to such amendment. No amendment shall be made to Section 13.12 hereof that would impair the rights of the holders of the Preferred Securities without the prior consent of each holder of the Preferred Securities. Upon the request of the Corporation accompanied by a copy of a resolution of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any payment on supplemental indenture effecting such amendment, and upon the filing with the Debenture Trustee of evidence of the consent of Securityholders as aforesaid, the Debenture Trustee shall join with the Corporation in the execution of such supplemental indenture unless such supplemental indenture affects the Debenture Trustee's own rights, duties or with respect to immunities under this Indenture or otherwise, in which case the Debenture Trustee may in its discretion, but shall not be obligated to, enter into such Securityholder’s Securities; or (7) make supplemental indenture. Promptly after the execution by the Corporation and the Debenture Trustee of any change supplemental indenture pursuant to the amendment provisions which require each Securityholder’s consent or of this Section, the Debenture Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Corporation, setting forth in general terms the substance of such supplemental indenture, to the waiver provisionsSecurityholders as their names and addresses appear upon the Security Register. Any failure of the Debenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.2 to approve the particular form of any proposed amendmentsupplemental indenture, but it shall be sufficient if such consent approves shall approve the substance thereof. A consent to any amendment or waiver under this Indenture by any Securityholder of the Securities given in connection with a tender of such Securityholder’s Securities will not be rendered invalid by such tender. After an amendment under this Section becomes effective, the Issuers shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.