Common use of With Consent of Holders Clause in Contracts

With Consent of Holders. The Company and the Trustee may amend or supplement this Indenture and the Securities with the consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities of each series of Securities affected by such amendment or supplemental indenture, with each such series voting as a separate class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for Securities) and, subject to Section 5.8 and Section 5.13 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Securities may be waived with respect to each series of Securities with the consent of the Holders of a majority in principal amount of the Outstanding Securities of such series voting as a separate class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities). Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee of the documents described in Section 6.3 hereof, the Trustee will join with the Company in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture. It is not be necessary for the consent of the Holders of Securities under this Section 9.2 to approve the particular form of any proposed amendment or waiver, but it is sufficient if such consent approves the substance of the proposed amendment or waiver. After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company will mail to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 and Section 5.13 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.2 may not (with respect to any Securities held by a non-consenting Holder):

With Consent of Holders. The Company Except as provided below in this Section 9.2, the Issuer, the Guarantors and the Trustee may amend or supplement this Indenture Indenture, any Guarantee and the Securities Notes issued hereunder with the consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of each series of Securities affected by such amendment or supplemental indentureoutstanding Notes issued under this Indenture, with each such series voting as a separate class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for Securities) for, Notes, and, subject to Section 5.8 6.4 and Section 5.13 6.7 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or Indenture, the Securities Notes and the Guarantees may be waived with respect to each series of Securities with the consent of the Holders of a majority in principal amount of the Outstanding Securities of such series voting as a separate class outstanding Notes issued under this Indenture (including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, Securitiesfor Notes). Section 2.9 hereof and Section 12.4 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureIssuer, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 6.3 9.6 and 12.2 hereof, the Trustee will join with the Company Issuer and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indentureindenture. It is not be necessary for Without the consent of the Holders each Holder of Securities under this Section 9.2 to approve the particular form of any proposed amendment or waiverNotes affected, but it is sufficient if such consent approves the substance of the proposed amendment or waiver. After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company will mail to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will may not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 and Section 5.13 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.2 may not (with respect to any Securities Notes issued thereunder and held by a non-consenting nonconsenting Holder)::

With Consent of Holders. The Company (a) Except as provided in this Section 9.2, the Issuers, the Guarantors, the Trustee and the Trustee Collateral Agent may amend amend, supplement or supplement this Indenture and otherwise modify the Securities Notes Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of each series of Securities affected by such amendment or supplemental indentureNotes then outstanding, with each such series voting as a separate class (including, without limitation, consents obtained in connection with before or after a purchase of, Change of Control or tender offer or exchange offer for Securities) and, subject to Section 5.8 and Section 5.13 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Securities may be waived with respect to each series of Securities with the consent of the Holders of a majority in principal amount of the Outstanding Securities of such series voting as a separate class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, SecuritiesNotes, and, subject to Sections 6.4 and 6.7 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest (including Additional Amounts, if any) on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of the Notes Documents may be waived with the consent of the Holders of at least a majority in aggregate principal amount of all then outstanding Notes (including consents obtained before or after a Change of Control or in connection with a purchase of or tender offer or exchange offer for Notes). Section 2.12 hereof and Section 13.5 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureIssuers, and upon the filing with the Trustee and Collateral Agent, as applicable, of evidence satisfactory to the Trustee of the consent of the Holders of Securities Notes as aforesaid, and upon receipt by the Trustee and Collateral Agent of the documents described in Section 6.3 Sections 9.6 and 13.3 hereof, the Trustee and Collateral Agent, if applicable, will join with the Company Issuers and the Guarantors, if applicable, in the execution of such any amended or supplemental indenture or amendment or supplement to the Notes Documents unless such amended or supplemental indenture directly or amendment or supplement to the Notes Documents affects the Trustee’s or Collateral Agent’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee and Collateral Agent, if applicable, may in its their discretion, but will not be obligated to, enter into such amended or supplemental Indenture. It is not be necessary for the consent of the Holders of Securities under this Section 9.2 to approve the particular form of any proposed indenture or amendment or waiver, but it is sufficient if such consent approves the substance of the proposed amendment or waiver. After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company will mail to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 and Section 5.13 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.2 may not (with respect to any Securities held by a non-consenting Holder):Notes Documents.

With Consent of Holders. The Company (a) Except as provided in this Section 9.2, the Issuers, the Guarantors and the Trustee may amend or supplement this Indenture and the Securities Note Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of each series of Securities affected by such amendment or supplemental indentureNotes then outstanding and issued under this Indenture, with each such series voting as a separate class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for Securities) for, Notes, and, subject to Section 5.8 Sections 6.4 and Section 5.13 6.7 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Securities Note Documents may be waived with respect to each series of Securities with the consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series voting as a separate class then outstanding Notes issued under this Indenture (including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, Securitiesfor Notes). Section 2.12 hereof and Section 12.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureIssuers, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 6.3 Sections 9.6 and 12.4 hereof, the Trustee will join with the Company Issuers and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture. It is not be necessary for the consent of the Holders of Securities under this Section 9.2 to approve the particular form of any proposed amendment or waiver, but it is sufficient if such consent approves the substance of the proposed amendment or waiver. After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company will mail to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 and Section 5.13 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.2 may not (with respect to any Securities held by a non-consenting Holder):.

With Consent of Holders. The Company Except as provided in Section 9.1 and the Trustee may amend or supplement Section 9.3, this Indenture and the Securities Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of each series of Securities Notes then outstanding affected by the supplemental indenture implementing such amendment or supplemental indenture, with each such series voting as a separate class supplement (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for Securities) Notes), and, subject to Section 5.8 Sections 6.8 and Section 5.13 hereof6.12, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Securities Notes may be waived with respect to each series of Securities with the consent of the Holders of a majority in principal amount of the Outstanding Securities of Notes then outstanding affected by such series voting as a separate class supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a purchase of, or tender offer or exchange offer forfor Notes). It shall not be necessary for the consent of the Holders under this Section 9.2 to approve the particular form of any proposed amendment or waiver, Securities)but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or waiver under this Section 9.2 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureIndenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee of the documents described in Section 6.3 hereof7.2, the Trustee will shall join with the Company and the Subsidiary Guarantors in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture directly 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 will shall not be obligated to, enter into such amended or supplemental Indenture. It is not be necessary for the consent of the Holders of Securities under this Section 9.2 to approve the particular form of any proposed amendment or waiver, but it is sufficient if such consent approves the substance of the proposed amendment or waiver. After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company will mail to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 and Section 5.13 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.2 may not (with respect to any Securities held by a non-consenting Holder):.

With Consent of Holders. The Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture Indenture, the Notes, the Guarantees and the Securities Collateral Documents with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07, any existing Default or Event of Default or compliance with any provision of this Indenture, the Notes, the Guarantees or the Collateral Documents may be waived with the consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities of each series of Securities affected by such amendment or supplemental indenturethen outstanding Notes (including, with each such series without limitation, Additional Notes, if any) voting as a separate single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for Securities) and, subject to Section 5.8 and Section 5.13 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Securities may be waived with respect to each series of Securities with the consent of the Holders of a majority in principal amount of the Outstanding Securities of such series voting as a separate class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securitiesor purchase of, the Notes). Section 2.11 shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the Company accompanied by a resolution of its Board of Directors Resolution authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 6.3 hereof7.02, the Trustee will join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless indenture, except that the Trustee need not execute such amended or supplemental indenture directly if the Trustee reasonably believes that such amended or supplemental indenture adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture. It is not be necessary for Without the consent of the Holders each Holder of Securities under this Section 9.2 to approve the particular form of any proposed amendment or waiverNotes affected, but it is sufficient if such consent approves the substance of the proposed amendment or waiver. After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company will mail to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 and Section 5.13 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.2 may not (with respect to any Securities Notes held by a non-consenting Holder):

With Consent of Holders. The Company Except as provided below in this Section 9.2, the Issuer, the Guarantors, the Trustee and the Trustee Collateral Agent may amend or supplement this Indenture Indenture, any Guarantee, the Security Documents and the Securities Notes issued hereunder with the consent of the Holders of at least a majority in aggregate principal amount of all the Outstanding Securities of each series of Securities affected by such amendment or supplemental indentureoutstanding Notes issued under this Indenture, with each such series voting as a separate class (including, without limitation, consents obtained in connection with before or after a purchase of, Change of Control or tender offer or exchange offer for Securities) and, subject to Section 5.8 and Section 5.13 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Securities may be waived with respect to each series of Securities with the consent of the Holders of a majority in principal amount of the Outstanding Securities of such series voting as a separate class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, SecuritiesNotes, and any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes, the Note Guarantees or the Security Documents may be waived with the consent of the Holders of at least a majority in principal amount of all the outstanding Notes issued under this Indenture (including consents obtained before or after a Change of Control or in connection with a purchase of or tender offer or exchange offer for Notes). Section 2.12 hereof and Section 13.4 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureIssuer, and upon the filing with the Trustee of evidence satisfactory delivery to the Trustee and the Collateral Agent, as applicable, of evidence of the consent of the Holders of Securities Notes as aforesaid, and upon receipt by the Trustee and/or the Collateral Agent of the documents described in Section 6.3 9.6 and Section 13.2 hereof, the Trustee and/or the Collateral Agent will join with the Company Issuer and the Guarantors in the execution of such amended or supplemental indenture indenture, security documents or intercreditor agreements unless such amended or supplemental indenture directly affects indenture, security documents or intercreditor agreements affect the Trustee’s or the Collateral Agent’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee or the Collateral Agent, as applicable, may in its discretion, but will not be obligated to, enter into such amended or supplemental Indentureindenture, security documents or intercreditor agreements. It is not be necessary for Without the consent of the Holders each Holder of Securities under this Section 9.2 to approve the particular form of any proposed amendment or waiverNotes affected, but it is sufficient if such consent approves the substance of the proposed amendment or waiver. After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company will mail to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will may not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 and Section 5.13 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.2 may not (with respect to any Securities Notes issued thereunder and held by a non-consenting nonconsenting Holder)::

With Consent of Holders. The Company Except as provided below in this Section 9.2, the Issuer, the Guarantors, the Trustee and the Trustee Paying Agent may amend amend, supplement or supplement otherwise modify this Indenture Indenture, any Guarantee and the Securities Notes issued hereunder with the consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities of each series of Securities affected by such amendment or supplemental indenture, with each such series voting as a separate class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for Securities) and, subject to Section 5.8 Notes then outstanding and Section 5.13 hereof, any existing Default or Event of Default or compliance with any provision of issued under this Indenture or the Securities may be waived with respect to each series of Securities with the consent of the Holders of a majority in principal amount of the Outstanding Securities of such series voting as a separate class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, SecuritiesNotes) and, subject to Section 6.4 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest, if any, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes and the Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding issued under this Indenture (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Section 2.12 hereof and Section 12.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureIssuer, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 6.3 Sections 9.6 and 12.6 hereof, the Trustee will join with the Company Issuer and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture. It is not be necessary for the consent of the Holders of Securities under this Section 9.2 to approve the particular form of any proposed amendment or waiver, but it is sufficient if such consent approves the substance of the proposed amendment or waiver. After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company will mail to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 and Section 5.13 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series. However, without Without the consent of each Holder of Notes affected, an amendment or waiver under this Section 9.2 may not (not, with respect to any Securities Notes held by a non-consenting Holder)::

With Consent of Holders. The Company Except as provided below in this Section 9.02, the Issuer, the Guarantors and the Trustee may amend or supplement this Indenture and any Guarantee or the Securities Notes with the consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of each series of Securities affected by such amendment or supplemental indentureNotes (including Additional Notes, with each such series if any) then outstanding voting as a separate single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for Securities) for, or purchase of, the Notes), and, subject to Section 5.8 and Section 5.13 6.04 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture Indenture, the Guarantees or the Securities Notes may be waived with respect to each series of Securities with the consent of the Holders of a majority in principal amount of the Outstanding Securities of such series then outstanding Notes (including Additional Notes, if any) voting as a separate single class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securitiesthe Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Company Issuer accompanied by a resolution of its Board board of Directors directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee of the documents described in Section 6.3 7.02 hereof, the Trustee will shall join with the Company Issuer and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental Indentureindenture. It is shall not be necessary for the consent of the Holders of Securities under this Section 9.2 9.02 to approve the particular form of any proposed amendment or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.2 9.02 becomes effective, the Company will mail Issuer shall deliver to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuer to mail deliver such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 and Section 5.13 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series. However, without Without the consent of each affected Holder affectedof Notes, an amendment or waiver under this Section 9.2 9.02 may not (not, with respect to any Securities Notes held by a non-consenting Holder)::

With Consent of Holders. The Company Except as provided in Section 9.1 and the Trustee may amend or supplement Section 9.3, this Indenture and the Securities Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of each series of Securities Notes then outstanding affected by the supplemental indenture implementing such amendment or supplemental indenture, with each such series voting as a separate class supplement (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for Securities) Notes), and, subject to Section 5.8 Sections 6.8 and Section 5.13 hereof6.12, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Securities Notes may be waived with respect to each series of Securities with the consent of the Holders of a majority in principal amount of the Outstanding Securities of Notes then outstanding affected by such series voting as a separate class supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a purchase of, or tender offer or exchange offer forfor Notes). It shall not be necessary for the consent of the Holders under this Section 9.2 to approve the particular form of any proposed amendment or waiver, Securities)but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or waiver under this Section 9.2 becomes effective, the Company shall deliver to the Holders affected thereby a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureIndenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee of the documents described in Section 6.3 hereof7.2, the Trustee will shall join with the Company and the Subsidiary Guarantors in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture directly 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 will shall not be obligated to, enter into such amended or supplemental Indenture. It is not be necessary for the consent of the Holders of Securities under this Section 9.2 to approve the particular form of any proposed amendment or waiver, but it is sufficient if such consent approves the substance of the proposed amendment or waiver. After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company will mail to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 and Section 5.13 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.2 may not (with respect to any Securities held by a non-consenting Holder):.

With Consent of Holders. The Company Except as provided below in this Section 9.2, the Issuer, the Guarantors, the Trustee and the Trustee Secured Notes Collateral Agent may amend or supplement this Indenture Indenture, any Note Guarantee and the Securities Notes issued hereunder with the consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of each series of Securities affected by such amendment or supplemental indentureoutstanding Notes issued under this Indenture, with each such series voting as a separate class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for Securities) for, Notes, and, subject to Section 5.8 6.4 and Section 5.13 6.7 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or Indenture, the Securities Notes and the Note Guarantees may be waived with respect to each series of Securities with the consent of the Holders of a majority in principal amount of the Outstanding Securities of such series voting as a separate class outstanding Notes issued under this Indenture (including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, Securitiesfor Notes). Section 2.9 hereof and Section 13.4 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureIssuer, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 6.3 9.6 and 13.2 hereof, the Trustee will join with the Company Issuer and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indentureindenture. It is not be necessary for Without the consent of the Holders each Holder of Securities under this Section 9.2 to approve the particular form of any proposed amendment or waiverNotes affected, but it is sufficient if such consent approves the substance of the proposed amendment or waiver. After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company will mail to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will may not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 and Section 5.13 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.2 may not (with respect to any Securities Notes issued thereunder and held by a non-consenting nonconsenting Holder)::

With Consent of Holders. The Company Except as provided in Section 8.01 and the Trustee may amend or supplement next succeeding paragraphs, this Indenture and or the Securities may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of each series of Securities affected by such amendment or supplemental indenture, with each such series voting as a separate class then outstanding (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for such Securities) and), subject to Section 5.8 and Section 5.13 hereof, any existing Default or Event of Default default or compliance with any provision of this Indenture or the Securities may be waived with respect to each series of Securities with the consent of the Holders of a majority in principal amount of the Outstanding then outstanding Securities of such series voting as a separate class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for such Securities). Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee of the documents described in Section 6.3 8.06 hereof, the Trustee will shall join with the Company in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental Indentureindenture. It is shall not be necessary for the consent of the Holders of Securities under this Section 9.2 8.02 to approve the particular form of any proposed amendment or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company will shall mail to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 Sections 5.04 and Section 5.13 5.07 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities then outstanding may waive compliance in a particular instance by the Company with any provision of such seriesthis Indenture or the Securities. However, without Without the consent of each Holder affected, however, an amendment or waiver under this Section 9.2 may not (with respect to any Securities Security held by a non-consenting Holder):

With Consent of Holders. The Company and Except as provided in the Trustee may amend or supplement next succeeding paragraphs, this Indenture and or the Securities may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of each series of Securities affected by such amendment or supplemental indenture, with each such series voting as a separate class then outstanding (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for such Securities) and), subject to Section 5.8 and Section 5.13 hereof, any existing Default or Event of Default default or compliance with any provision of this Indenture or the Securities may be waived with respect to each series of Securities with the consent of the Holders of a majority in principal amount of the Outstanding then outstanding Securities of such series voting as a separate class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for such Securities). Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee of the documents described in Section 6.3 8.06 hereof, the Trustee will shall join with the Company in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental Indentureindenture. It is shall not be necessary for the consent of the Holders of Securities under this Section 9.2 8.02 to approve the particular form of any proposed amendment or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company will shall mail to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 Sections 5.04 and Section 5.13 5.07 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities then outstanding may waive compliance in a particular instance by the Company with any provision of such seriesthis Indenture or the Securities. However, without Without the consent of each Holder affected, however, an amendment or waiver under this Section 9.2 may not (with respect to any Securities Security held by a non-consenting Holder):

With Consent of Holders. The Company (a) Except as provided in this Section 9.2, the Issuers, the Guarantors, the Trustee and the Trustee Collateral Agent may amend or supplement this Indenture the Notes Documents, the Collateral Documents and the Securities Intercreditor Agreements with the consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of each series of Securities affected by such amendment or supplemental indentureNotes then outstanding and issued under this Indenture, with each such series voting as a separate class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for Securities) for, Notes, and, subject to Section 5.8 Sections 6.4 and Section 5.13 6.7 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest (including Additional Amounts, if any) on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Securities Notes Documents, the Collateral Documents and the Intercreditor Agreements may be waived with respect to each series of Securities with the consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series voting as a separate class then outstanding Notes issued under this Indenture (including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, Securitiesfor Notes). Section 2.12 hereof and Section 13.5 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureIssuers, and upon the filing with the Trustee and Collateral Agent, as applicable, of evidence satisfactory to the Trustee of the consent of the Holders of Securities Notes as aforesaid, and upon receipt by the Trustee and Collateral Agent of the documents described in Section 6.3 Sections 9.6 and 13.4 hereof, the Trustee and Collateral Agent, if applicable, will join with the Company Issuers and the Guarantors, if applicable, in the execution of such any amended or supplemental indenture or amendment or supplement to the Notes Documents, Intercreditor Agreements or any other Collateral Documents unless such amended or supplemental indenture directly or amendment or supplement to the Notes Documents, Intercreditor Agreements or any other Collateral Documents affects the Trustee’s or Collateral Agent’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee and Collateral Agent, if applicable, may in its their discretion, but will not be obligated to, enter into such amended or supplemental Indenture. It is not be necessary for the consent of the Holders of Securities under this Section 9.2 to approve the particular form of any proposed indenture or amendment or waiver, but it is sufficient if such consent approves the substance of the proposed amendment or waiver. After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company will mail to the Holders of Securities affected thereby a notice briefly describing the amendmentNotes Documents, supplement or waiver. Any failure of the Company to mail such notice, Intercreditor Agreements or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 and Section 5.13 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.2 may not (with respect to any Securities held by a non-consenting Holder):other Collateral Documents.

With Consent of Holders. The Company Except as provided in Section 9.01 and this Section 9.02, the Issuer, the Guarantors and the Trustee may amend or supplement this Indenture Indenture, the Notes and the Securities Guarantees with the consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities of each series of Securities affected by such amendment or supplemental indenture, with each such series voting as a separate class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for Securities) and, subject to Section 5.8 and Section 5.13 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Securities may be waived with respect to each series of Securities with the consent of the Holders of at least a majority in principal amount of all the Outstanding Securities of such series voting as a separate class (Notes then outstanding, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, SecuritiesNotes and, subject to Section 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees or the Notes issued thereunder may be waived with the consent of the Holders of a majority in principal amount of all the Notes then outstanding (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Company Issuer accompanied by a resolution of its the Board of Directors of the Issuer authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee of the documents described in Section 6.3 hereof, the Trustee will shall join with the Company Issuer and the Guarantors in the execution of such amended or supplemental indenture indenture, unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental Indentureindenture. It is shall not be necessary for the consent of the Holders of Securities under this Section 9.2 9.02 to approve the particular form of any proposed amendment or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.2 9.02 becomes effective, the Company will mail Issuer shall send to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuer to mail send such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 and Section 5.13 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series. However, without Without the consent of each affected Holder affectedof Notes, an amendment or waiver under this Section 9.2 9.02 may not (not, with respect to any Securities Notes held by a non-consenting Holder)::

With Consent of Holders. The Company and Except as provided in the Trustee may amend or supplement next succeeding paragraphs, this Indenture and or the Securities may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount Principal Amount of all the Outstanding Securities of each series of Securities then outstanding affected by such amendment or supplemental indenture, with each such series voting indenture (acting as a separate class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for Securities) and, subject to Section 5.8 and Section 5.13 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Securities may be waived with respect to each series of Securities with the consent of the Holders of a majority in principal amount of the Outstanding Securities of such series voting as a separate class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securitiessingle class). Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee of the documents described in Section 6.3 9.04 hereof, the Trustee will shall join with the Company and the Guarantors, if any, in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental Indentureindenture. It is shall not be necessary for the consent of the Holders of Securities under this Section 9.2 9.02 to approve the particular form of any proposed amendment or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company will shall mail to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 Sections 5.02(b), 5.04 and Section 5.13 5.07 hereof, the application of or compliance with, either generally or in any a particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding outstanding Securities of such that series. However, without Without the consent of each Holder affectedaffected hereby, however, an amendment or waiver under this Section 9.2 may not (with respect to any Securities held by a non-consenting Holder):not:

With Consent of Holders. The Company (a) Except as provided in this SECTION 9.2, the Company, the Guarantors, the Trustee and the Trustee Collateral Agent, as applicable, may amend or supplement this Indenture and the Securities Note Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of each series of Securities affected by such amendment or supplemental indentureNotes then outstanding and issued under this Indenture, with each such series voting as a separate class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for Securities) for, Notes, and, subject to Section 5.8 SECTIONS 6.4 and Section 5.13 6.7 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Securities Note Documents may be waived with respect to each series of Securities with the consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series voting as a separate class then outstanding Notes issued under this Indenture (including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, Securitiesfor Notes). SECTION 2.12 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this SECTION 9.2. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureCompany, and upon the filing with the Trustee and the Collateral Agent (if applicable) of evidence satisfactory to the Trustee of the consent of the Holders of Securities Notes as aforesaid, and upon receipt by the Trustee and the Collateral Agent, as applicable, of the documents described in Section 6.3 SECTIONS 9.6 and 13.4 hereof, the Trustee and the Collateral Agent, if applicable, will join with the Company and the Guarantors, if applicable, in the execution of such amended or supplemental indenture or amendment or supplement to the other Note Documents unless such amended or supplemental indenture or amendment or supplement to the other Note Documents directly affects the Trustee’s or the Collateral Agent’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee and the Collateral Agent, if applicable, may in its their discretion, but will not be obligated to, enter into such amended or supplemental Indenture. It is not be necessary for the consent of the Holders of Securities under this Section 9.2 to approve the particular form of any proposed indenture or amendment or waiver, but it is sufficient if such consent approves the substance of the proposed amendment or waiver. After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company will mail to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 and Section 5.13 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.2 may not (with respect to any Securities held by a non-consenting Holder):other Note Documents.

With Consent of Holders. The Company Except as provided below in this Section 9.02, the Company, the Guarantors and the Trustee may amend or supplement this the Indenture and the Securities Notes with the consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of each series of Securities affected by such amendment or supplemental indenture, with each such series voting as a separate class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for Securities) and, subject to Section 5.8 and Section 5.13 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Securities may be waived with respect to each series of Securities with the consent of the Holders of a majority in principal amount of the Outstanding Securities of such series voting as a separate class then outstanding Notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securitiesthe Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). Sections 2.09 and 2.10 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. Upon the written request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureCompany, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 6.3 9.06 hereof, the Trustee will shall join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental Indentureindenture. 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 any Notes for or as an inducement to any consent, waiver or amendment of any terms or provisions of the Indenture or the Notes, unless such consideration is offered to be paid or agreed to be paid to all Holders of the Notes which so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement. It is shall not be necessary for the consent of the Holders of Securities under this Section 9.2 9.02 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it . It is sufficient if such consent approves the substance of the proposed amendment, supplement or waiver. A consent to any amendment or waiverwaiver under the Indenture by any Holder given in connection with a purchase, tender or exchange of such Holder's Notes will not be rendered invalid by such purchase, tender or exchange. After an amendment, supplement or waiver under this Section 9.2 9.02 becomes effective, the Company will mail shall send to the Holders of Securities affected thereby a written notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail send such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture amendment, supplement or waiver. Subject The right of any Holder to Section 5.8 and Section 5.13 hereof, the application of or compliance with, either generally or participate in any particular instance, of consent required or sought pursuant to any provision of this the Indenture (and the obligation of the Company or the Securities any Guarantor to obtain any such consent otherwise required from such Holder) may be waived subject to the requirement that such Holder shall have been the Holder of record of the Notes as to each series of Securities a date identified by the Company or such Guarantor in a notice furnished to the Holders of a majority in aggregate principal amount accordance with the terms of the Outstanding Securities of such seriesIndenture. However, without the consent of each Holder affected, an amendment amendment, supplement or waiver under this Section 9.2 9.02 may not (with respect to any Securities Notes held by a non-consenting Holder):

With Consent of Holders. The Company Except as provided in Section 9.01 and this Section 9.02, the Issuers, the Guarantors and the Trustee may amend or supplement this Indenture Indenture, the Notes and the Securities Guarantees with the consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities of each series of Securities affected by such amendment or supplemental indenture, with each such series voting as a separate class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for Securities) and, subject to Section 5.8 and Section 5.13 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Securities may be waived with respect to each series of Securities with the consent of the Holders of at least a majority in principal amount of all the Outstanding Securities of such series voting as a separate class (Notes then outstanding, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, SecuritiesNotes and, subject to Section 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees or the Notes issued thereunder may be waived with the consent of the Holders of a majority in principal amount of all the Notes then outstanding (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Company Issuers accompanied by a resolution of its the Board of Directors of each Issuer authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee of the documents described in Section 6.3 hereof, the Trustee will shall join with the Company Issuers and the Guarantors in the execution of such amended or supplemental indenture indenture, unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental Indentureindenture. It is shall not be necessary for the consent of the Holders of Securities under this Section 9.2 9.02 to approve the particular form of any proposed amendment or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.2 9.02 becomes effective, the Company will mail Issuers shall send to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuers to mail send such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 and Section 5.13 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series. However, without Without the consent of each affected Holder affectedof Notes, an amendment or waiver under this Section 9.2 9.02 may not (not, with respect to any Securities Notes held by a non-consenting Holder)::

With Consent of Holders. The Company and Subject to Section 608, the Company, the Trustee and (if applicable) any Subsidiary Guarantor may amend or supplement this Indenture and or the Securities Notes with the written consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each series of Securities affected by such amendment or supplemental indenture, with each such series voting as a separate class Notes (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for SecuritiesNotes) and, subject and the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes by written notice to Section 5.8 and Section 5.13 hereof, the Trustee (including consents obtained in connection with a tender offer or exchange offer for Notes) may waive any existing Default or Event of Default or compliance by the Company or any Subsidiary Guarantor with any provision of this Indenture Indenture, the Notes or the Securities may be waived with respect to each any Subsidiary Guarantee; provided that (x) if any such amendment or waiver will only affect one series of Securities with Notes (or less than all series of Notes) then outstanding under this Indenture, then only the consent of the Holders of a majority in principal amount of the Outstanding Securities Notes of such series voting as a separate class then outstanding (including including, in each case, consents obtained in connection with a purchase of, or tender offer or exchange offer forfor Notes) shall be required, Securities). Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of (y) if any such amended amendment or supplemental indenture, waiver by its terms will affect a series of Notes in a manner different and upon the filing with the Trustee of evidence satisfactory materially adverse relative to the Trustee manner such amendment or waiver affects other series of Notes, then the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee a majority in principal amount of the documents described in Section 6.3 hereof, the Trustee will join with the Company in the execution Notes of such amended series then outstanding (including, in each case, consents obtained in connection with a tender offer or supplemental indenture unless such amended exchange offer for Notes) shall be required and (z) any amendment or supplemental indenture directly affects the Trustee’s own rights, duties waiver to or immunities under of Section 409(c) of this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture. It is not be necessary for shall only require the consent of the Holders of Securities under this Section 9.2 to approve the particular form of any proposed amendment or waiver, but it is sufficient if such consent approves the substance of the proposed amendment or waiver. After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company will mail to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 and Section 5.13 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities Notes then outstanding that are Initial Notes or Exchange Notes issued in exchange therefor, or Additional Notes issued pursuant to a Notes Supplemental Indenture that specifies that Section 409(c) shall apply to such Notes without any modification, or Exchange Notes issued in exchange for such Additional Notes. Notwithstanding the provisions of such series. Howeverthis Section 902, without the consent of each Holder affected, an amendment or waiver, including a waiver under this pursuant to Section 9.2 613, may not (with respect to any Securities held by a non-consenting Holder):not:

With Consent of Holders. The Company and the Trustee may amend or supplement this Indenture Indenture, the Securities Guarantees and the Securities with the consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities of each series of Securities affected by such amendment or supplemental indenture, with each such series voting as a separate class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for Securities) and, subject to Section 5.8 and Section 5.13 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture Indenture, the Securities Guarantees or the Securities may be waived with respect to each series of Securities with the consent of the Holders of a majority in principal amount of the Outstanding Securities of such series voting as a separate class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities). Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee of the documents described in Section 6.3 hereof, the Trustee will join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture. It is not be necessary for the consent of the Holders of Securities under this Section 9.2 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it is sufficient if such consent approves the substance of the proposed amendment amendment, supplement or waiver. After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company will mail to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 and Section 5.13 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture Indenture, the Securities or the Securities Guarantees may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series. However, without the consent of each Holder affected, an amendment amendment, supplement or waiver under this Section 9.2 may not (with respect to any Securities held by a non-consenting Holder):

With Consent of Holders. The Company Except as provided in Section 9.1 and the Trustee may amend or supplement Section 9.3, this Indenture and the Securities Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of each series of Securities Notes then outstanding affected by the supplemental indenture implementing such amendment or supplemental indenture, with each such series voting as a separate class supplement (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for Securities) Notes), and, subject to Section 5.8 Sections 6.8 and Section 5.13 hereof6.12, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Securities Notes may be waived with respect to each series of Securities with the consent of the Holders of a majority in principal amount of the Outstanding Securities of Notes then outstanding affected by such series voting as a separate class supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a purchase of, or tender offer or exchange offer forfor Notes). It shall not be necessary for the consent of the Holders under this Section 9.2 to approve the particular form of any proposed amendment or waiver, Securities)but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or waiver under this Section 9.2 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureIndenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee of the documents described in Section 6.3 hereof7.2, the Trustee will shall join with the Company and the Guarantors in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture directly 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 will shall not be obligated to, enter into such amended or supplemental Indenture. It is not be necessary for the consent of the Holders of Securities under this Section 9.2 to approve the particular form of any proposed amendment or waiver, but it is sufficient if such consent approves the substance of the proposed amendment or waiver. After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company will mail to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 and Section 5.13 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.2 may not (with respect to any Securities held by a non-consenting Holder):.

With Consent of Holders. The Company Except as provided in Section 9.01 and this Section 9.02, the Issuer, the Guarantors and the Trustee may amend or supplement this Indenture Indenture, the Notes and the Securities Guarantees with the consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities of each series of Securities affected by such amendment or supplemental indenture, with each such series voting as a separate class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for Securities) and, subject to Section 5.8 and Section 5.13 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Securities may be waived with respect to each series of Securities with the consent of the Holders of at least a majority in principal amount of the Outstanding Securities of such series voting as a separate class (Notes then outstanding, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, SecuritiesNotes and, subject to Section 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees or the Notes issued thereunder may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Company Issuer accompanied by a resolution of its Board board of Directors directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee of the documents described in Section 6.3 hereof, the Trustee will shall join with the Company Issuer and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental Indentureindenture. It is shall not be necessary for the consent of the Holders of Securities under this Section 9.2 9.02 to approve the particular form of any proposed amendment or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.2 9.02 becomes effective, the Company will mail Issuer shall deliver to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuer to mail deliver such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 and Section 5.13 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series. However, without Without the consent of each affected Holder affectedof Notes, an amendment or waiver under this Section 9.2 9.02 may not (not, with respect to any Securities Notes held by a non-consenting Holder)::

With Consent of Holders. The Company and Except as provided below in this Section 10.02, the Trustee Indenture Documents may amend be amended or supplement this Indenture and the Securities supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of each series of Securities affected by such amendment or supplemental indenture, with each such series voting as a separate class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for Securities) and, subject to Section 5.8 and Section 5.13 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Securities may be waived with respect to each series of Securities with the consent of the Holders of a majority in principal amount of the Outstanding Securities of such series voting as a separate class Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, SecuritiesNotes). Upon the request , and any existing Default or Event of Default or compliance with any provision of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing Indenture Documents may be waived with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee at least a majority in aggregate principal amount of the documents described then outstanding Notes (including consents obtained in Section 6.3 hereofconnection with purchase of, or tender offer or exchange offer for, the Trustee will join with the Company in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwiseNotes), in which each case the Trustee may in its discretionwithout notice to any other Holder, but will not be obligated to, enter into such amended or supplemental Indenturesubject to Section 5.20. It is shall not be necessary for the consent of the Holders of Securities under this Section 9.2 10.02 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.2 10.02 becomes effective, the Company will mail to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 Sections 7.04 and Section 5.13 hereof7.07, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of at least a majority in aggregate principal amount of the Outstanding Securities Notes then outstanding may waive compliance in a particular instance by the Company and the Company’s Subsidiaries with any provision of such seriesany Indenture Document. However, without the consent (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) of each Holder affected, an amendment amendment, supplement or waiver under this Section 9.2 may not (with respect to any Securities Notes held by a non-consenting Holder):

With Consent of Holders. The Company Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture (including, without limitation, Section 4.07 hereof), the Subsidiary Guarantees and the Securities Notes with the consent of the Holders of at least a majority in principal amount of the Notes (including, without limitation, Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Subsidiary Guarantees or the Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities of each series of Securities affected by such amendment or supplemental indenture, with each such series then outstanding Notes voting as a separate class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for Securities) and, subject to Section 5.8 and Section 5.13 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Securities may be waived with respect to each series of Securities with the consent of the Holders of a majority in principal amount of the Outstanding Securities of such series voting as a separate single class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securitiesor purchase of, the Notes). Upon the request Section 2.08 hereof shall determine which Notes are considered to be “outstanding” for purposes of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee of the documents described in this Section 6.3 hereof, the Trustee will join with the Company in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture9.02. It is not be necessary for the consent of the Holders of Securities Notes under this Section 9.2 9.02 to approve the particular form of any proposed amendment or waiver, but it is sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.2 9.02 becomes effective, the Company will Issuer shall mail to the Holders of Securities Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuer to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver. Subject to Section 5.8 Sections 6.04 and Section 5.13 6.07 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities Notes then outstanding voting as a single class may waive compliance in a particular instance by the Issuer with any provision of such seriesthis Indenture or the Notes. However, without the consent of each Holder affected, an amendment amendment, supplement or waiver under this Section 9.2 9.02 may not (with respect to any Securities Notes held by a non-consenting Holder):

With Consent of Holders. The Company and the Trustee may amend or supplement this Indenture Indenture, the Securities Guarantees and the Securities with the consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities of each series of Securities affected by such amendment or supplemental indenture, with each such series voting as a separate class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for for, Securities) and, subject to Section 5.8 and Section 5.13 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture Indenture, the Securities Guarantees or the Securities may be waived with respect to each series of Securities with the consent of the Holders of a majority in principal amount of the Outstanding Securities of such series voting as a separate class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities). Upon the request of the Company accompanied by a resolution of its Board of Directors Resolution authorizing the execution of any such amended amendment or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee of the documents described in Section 6.3 hereof, the Trustee will join with the Company and the Guarantors in the execution of such amended amendment or supplemental indenture unless such amended amendment or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended amendment or supplemental Indenture. It is not be necessary for the consent of the Holders of Securities under this Section 9.2 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it is sufficient if such consent approves the substance of the proposed amendment amendment, supplement or waiver. After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company will mail to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or amendment, supplemental indenture or waiver. Subject to Section 5.8 and Section 5.13 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture Indenture, the Securities or the Securities Guarantees may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities of such seriesseries voting as a separate class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities). However, without the consent of each Holder affected, an amendment amendment, supplement or waiver under this Section 9.2 may not (with respect to any Securities held by a non-consenting Holder):

With Consent of Holders. The Company Except as provided below in this Section 9.2, the Issuer, the Guarantors, if applicable, and the Trustee Trustees may amend amend, supplement or supplement otherwise modify this Indenture Indenture, any Guarantee and the Securities Notes issued hereunder with the consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of each series of Securities affected by such amendment or supplemental indentureNotes then outstanding and issued under this Indenture, with each such series voting as a separate class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for Securities) for, Notes, and, subject to Section 5.8 Sections 6.4 and Section 5.13 6.7 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest, if any, and Additional Interest, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or Indenture, the Securities Notes and the Guarantees may be waived with respect to each series of Securities with the consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series voting as a separate class then outstanding Notes issued under this Indenture (including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, Securitiesfor Notes). Section 2.10 hereof and Section 12.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureIssuer, and upon the filing with the Trustee Trustees of evidence satisfactory to the Trustee of the consent of the Holders of Securities Notes as aforesaid, and upon receipt by the Trustee Trustees of the documents described in Section 6.3 Sections 9.5 and 12.6 hereof, the Trustee Trustees will join with the Company Issuer and the Guarantors, if applicable, in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the TrusteeTrustees’ or Agent’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee Trustees may in its their discretion, but will not be obligated to, enter into such amended or supplemental Indenture. It is not be necessary for Without the consent of the Holders each Holder of Securities under this Section 9.2 to approve the particular form of any proposed amendment or waiverNotes affected, but it is sufficient if such consent approves the substance of the proposed amendment or waiver. After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company will mail to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will may not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 and Section 5.13 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.2 may not (with respect to any Securities Notes issued thereunder and held by a non-consenting nonconsenting Holder)::

With Consent of Holders. The Company and the Trustee may amend or supplement this Indenture and the Securities with With the consent of the Holders of a majority in aggregate principal amount of the Outstanding then outstanding Securities of each series of issued pursuant to this Indenture (including any additional Securities affected by such amendment or supplemental indentureissued pursuant to this Indenture after the Issue Date), with each such series voting as a separate class (includingsingle class, without limitation, consents obtained the Corporation and the Trustee may amend this Indenture or enter into one or more supplemental indentures to this Indenture for the purpose of adding any provisions to or changing in connection with a purchase of, any manner or tender offer or exchange offer for Securities) and, subject to Section 5.8 and Section 5.13 hereof, eliminating any existing Default or Event of Default or compliance with any provision the provisions of this Indenture or the Securities may be waived with respect to each series or of Securities with modifying in any manner the consent rights of the Holders of a majority in principal amount of under this Indenture, including the Outstanding Securities of such series voting as a separate class definitions herein; provided that (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities). Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of i) if any such amended amendment or supplemental indenture, supplement would by its terms disproportionately and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee of the documents described in Section 6.3 hereof, the Trustee will join with the Company in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture. It is not be necessary for the consent of the Holders adversely affect any Series of Securities under this Section 9.2 to approve the particular form of any proposed Indenture, such amendment or waiver, but it is sufficient if such supplement shall also require the consent approves the substance of the proposed amendment or waiver. After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company will mail to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 and Section 5.13 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding then outstanding Securities of such series. HoweverSeries issued pursuant to this Indenture (including any additional Securities of such Series issued pursuant to this Indenture after the Issue Date) and (ii) if any such amendment or supplement would only affect the Securities of some but not all Series, then only the consent of the Holders of a majority in aggregate principal amount of the then outstanding Securities of all such affected Series issued pursuant to this Indenture (including any additional Securities of any such Series issued pursuant to this Indenture after the Issue Date) (and not the consent of a majority in aggregate principal amount of all the then outstanding Securities issued under this Indenture) shall be required; and provided, further, that the Corporation and the Trustee may not, without the consent of the Holder of each Holder affected, an amendment or waiver under this Section 9.2 may not (with respect to any Securities held by outstanding Security of a non-consenting Holder):Series affected thereby:

With Consent of Holders. The Company Except as provided below in this Section 9.02, the Issuers, the Guarantors, the Trustee and the Trustee Collateral Agent may amend or supplement this Indenture (including without limitation, Section 4.09 and Section 4.13 hereof), the Notes, the Note Guarantees and the Securities Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of each series of Securities affected by such amendment or supplemental indenturethen outstanding Notes (including, with each such series without limitation, Additional Notes, if any) voting as a separate single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for Securities) for, or purchase of, the Notes), and, subject to Section 5.8 Sections 6.04 and Section 5.13 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, or interest on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture Indenture, the Notes, the Note Guarantees or the Securities Security Documents may be waived with respect to each series of Securities with the consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of such series then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a separate single class (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securitiesor purchase of, the Notes). Upon the request of the Company Issuers accompanied by a resolution of its Board of Directors Resolution authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee and the Collateral Agent of evidence satisfactory to the Trustee and the Collateral Agent of the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee and the Collateral Agent of the documents described in Section 6.3 Sections 7.02, 9.05 and 13.03 hereof, the Trustee will and the Collateral Agent shall join with the Company Issuers and the Guarantors in the execution of such amended or supplemental indenture indenture, Security Document or intercreditor agreement unless such amended or supplemental indenture indenture, Security Document or intercreditor agreement directly affects the Trustee’s and the Collateral Agent’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee or Collateral Agent, as applicable, may in its discretion, but will not be obligated to, enter into such amended or supplemental Indentureindenture, Security Document or intercreditor agreement. It is not be necessary for the consent of the Holders of Securities under this Section 9.2 9.02 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it is sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.2 9.02 becomes effective, the Company will mail Issuers shall deliver to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuers to mail deliver such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 and Section 5.13 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series. However, without the consent of each Holder affected, an amendment amendment, supplement or waiver under this Section 9.2 9.02 may not (with respect to any Securities Notes held by a non-consenting Holder):

With Consent of Holders. The Company Except as provided in Section 9.01 and the Trustee may amend or supplement next succeeding paragraphs, this Indenture and or the Securities may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of each series of Securities affected by such amendment or supplemental indenture, with each such series voting as a separate class then outstanding (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for such Securities) and), subject to Section 5.8 and Section 5.13 hereof, any existing Default or Event of Default default or compliance with any provision of this Indenture or the Securities may be waived with respect to each series of Securities with the consent of the Holders of a majority in principal amount of the Outstanding then outstanding Securities of such series voting as a separate class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for such Securities). Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee of the documents described in Section 6.3 9.06 hereof, the Trustee will shall join with the Company in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental Indentureindenture. It is shall not be necessary for the consent of the Holders of Securities under this Section 9.2 9.02 to approve the particular form of any proposed amendment or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company will shall mail to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 Sections 6.04 and Section 5.13 6.07 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities then outstanding may waive compliance in a particular instance by the Company with any provision of such seriesthis Indenture or the Securities. However, without Without the consent of each Holder affected, however, an amendment or waiver under this Section 9.2 may not (with respect to any Securities Security held by a non-consenting Holder):

With Consent of Holders. The Except as provided in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture (including, without limitation, Section 4.10 and 4.15 hereof) and the Securities Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of each series of Securities affected by such amendment or supplemental indenturethen outstanding Notes (including, with each such series without limitation, Additional Notes, if any) voting as a separate single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for Securities) for, or purchase of, the Notes), and, subject to Section 5.8 Sections 6.04 and Section 5.13 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, or interest, if any, on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Securities Notes or the Note Guarantees may be waived with respect to each series of Securities with the consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of such series then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a separate single class (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securitiesor purchase of, the Notes). Section 2.08 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee of the documents described in Section 6.3 7.02 hereof, the Trustee will join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture. It is not be necessary for the consent of the Holders of Securities under this Section 9.2 9.02 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it is sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.2 9.02 becomes effective, the Company will mail to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 Sections 6.04 and Section 5.13 6.07 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of such seriesthis Indenture, the Notes or the Note Guarantees. However, without the consent of each Holder affected, an amendment amendment, supplement or waiver under this Section 9.2 9.02 may not (with respect to any Securities Notes held by a non-consenting Holder):

With Consent of Holders. The Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture and the Securities Notes with the consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities of each series of Securities affected by such amendment or supplemental indenturethen outstanding Notes (including, with each such series without limitation, Additional Notes, if any) voting as a separate single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for Securities) for, or purchase of, the Notes), and, subject to Section 5.8 Sections 6.04 and Section 5.13 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Securities Notes may be waived with respect to each series of Securities with the consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a separate single class (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securitiesor purchase of, the Notes). Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee of the documents described in Section 6.3 Sections 7.02 and 9.05 hereof, the Trustee will join with the Company in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indentureindenture. It is not be necessary for the consent of the Holders of Securities under this Section 9.2 9.02 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it is sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.2 9.02 becomes effective, the Company will mail to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 Sections 6.04 and Section 5.13 6.07 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of such seriesthis Indenture or the Notes. However, without the consent of each Holder affected, an amendment amendment, supplement or waiver under this Section 9.2 9.02 may not (with respect to any Securities Notes held by a non-consenting Holder):

With Consent of Holders. The Company Except as provided below in this Section 9.02, the Issuer, the Guarantor (solely with respect to the Guarantee) and the Trustee may amend or supplement this Indenture Indenture, the Notes and the Securities Guarantee with the consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of each series of Securities affected by such amendment or supplemental indentureNotes (including Additional Notes, with each such series if any) then outstanding voting as a separate single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for Securities) for, such Notes), and, subject to Section 5.8 Sections 6.04 and Section 5.13 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture Indenture, the Guarantee or the Securities Notes may be waived with respect to each series of Securities with the consent of the Holders of a majority in principal amount of the Outstanding Securities of such series then outstanding Notes (including Additional Notes, if any), other than Notes beneficially owned by the Issuer or its Affiliates, voting as a separate single class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securitiesor offer to purchase with respect to the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Company Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee of the documents described in Section 6.3 hereof7.02 hereof (to the extent requested by the Trustee), the Trustee will shall join with the Company Issuer and the Guarantor (solely with respect to the Guarantee) in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture unless such amended or supplemental indenture directly that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture. It is shall not be necessary for the consent of the Holders of Securities under this Section 9.2 9.02 to approve the particular form of any proposed amendment or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.2 9.02 becomes effective, the Company will mail Issuer shall deliver to the Holders of Securities affected thereby (with a copy to the Trustee) a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuer to mail deliver such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 and Section 5.13 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series. However, without Without the consent of each affected Holder affected(including, for the avoidance of doubt, any Notes held by Affiliates), an amendment or waiver under this Section 9.2 9.02 may not (not, with respect to any Securities Notes held by a non-consenting Holder)::

With Consent of Holders. The Company Except as provided below in this Section 9.2, the Company, the Guarantors and the Trustee may amend amend, supplement or supplement otherwise modify this Indenture Indenture, any Guarantee and the Securities Notes issued hereunder with the consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of each series of Securities affected by such amendment or supplemental indentureNotes then outstanding and issued under this Indenture, with each such series voting as a separate class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for Securities) for, Notes, and, subject to Section 5.8 Sections 6.4 and Section 5.13 6.7 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest, if any, and Additional Interest, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or Indenture, the Securities Notes and the Guarantees may be waived with respect to each series of Securities with the consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series voting as a separate class then outstanding Notes issued under this Indenture (including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, Securitiesfor Notes). Section 2.12 hereof and Section 12.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 6.3 Sections 9.6 and 12.6 hereof, the Trustee will join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s or Agent’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture. It is not be necessary for Without the consent of the Holders each Holder of Securities under this Section 9.2 to approve the particular form of any proposed amendment or waiverNotes affected, but it is sufficient if such consent approves the substance of the proposed amendment or waiver. After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company will mail to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will may not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 and Section 5.13 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.2 may not (with respect to any Securities Notes issued thereunder and held by a non-consenting nonconsenting Holder)::

With Consent of Holders. The Company Except as provided below in this Section 9.02, the Issuer, the Guarantors and the Trustee may amend or supplement this Indenture Indenture, the Notes and the Securities Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of each series of Securities affected by such amendment or supplemental indentureNotes (including Additional Notes, with each such series voting as a separate class if any) then outstanding (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for Securities) for, or purchase of, the Notes), and, subject to Section 5.8 Sections 6.04 and Section 5.13 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes) or compliance with any provision of this Indenture Indenture, the Guarantees or the Securities Notes may be waived with respect to each series of Securities with the consent of the Holders of a majority in principal amount of the Outstanding Securities of such series voting as a separate class then-outstanding Notes (including Additional Notes, if any) (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securitiesor purchase of, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Company Issuer accompanied by a resolution of its Board board of Directors directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee of the documents described in Section 6.3 hereof, the Trustee will shall join with the Company Issuer and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental Indentureindenture. It is shall not be necessary for the consent of the Holders of Securities under this Section 9.2 9.02 to approve the particular form of any proposed amendment amendment, waiver or waiverconsent, but it is shall be sufficient if such consent approves the substance thereof. For the avoidance of doubt, no amendment to, or deletion of, any of the proposed amendment covenants described under Article IV or waiverSection 5.01 hereof shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or premium, if any, or interest on, the Notes. After an amendment, supplement or waiver under this Section 9.2 9.02 becomes effective, the Company will mail Issuer shall send to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuer to mail send such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 and Section 5.13 hereof, Notwithstanding the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series. Howeverforegoing, without the consent of each Holder affected, an no amendment or waiver under this Section 9.2 may not (with respect to any Securities held by a non-consenting Holder):may:

With Consent of Holders. The Company Except as provided below in this Section 9.2, the Issuer, the Guarantors, the Trustee and the Trustee Collateral Agent may amend or supplement this Indenture Indenture, any Guarantee, the Security Documents and the Securities Notes issued hereunder with the consent of the Holders of at least a majority in aggregate principal amount of all the Outstanding Securities of each series of Securities affected by such amendment or supplemental indentureoutstanding Notes issued under this Indenture, with each such series voting as a separate class (including, without limitation, consents obtained in connection with before or after a purchase of, Change of Control or tender offer or exchange offer for Securities) and, subject to Section 5.8 and Section 5.13 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Securities may be waived with respect to each series of Securities with the consent of the Holders of a majority in principal amount of the Outstanding Securities of such series voting as a separate class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, SecuritiesNotes, and any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes, the Note Guarantees or the Security Documents may be waived with the consent of the Holders of at least a majority in principal amount of all the outstanding Notes issued under this Indenture (including consents obtained before or after a Change of Control or in connection with a purchase of or tender offer or exchange offer for Notes). Section 2.12 hereof and Section 14.4 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureIssuer, and upon the filing with the Trustee of evidence satisfactory delivery to the Trustee and the Collateral Agent, as applicable, of evidence of the consent of the Holders of Securities Notes as aforesaid, and upon receipt by the Trustee and/or the Collateral Agent of the documents described in Section 6.3 9.6 and Section 14.2 hereof, the Trustee and/or the Collateral Agent will join with the Company Issuer and the Guarantors in the execution of such amended or supplemental indenture indenture, security documents or intercreditor agreements unless such amended or supplemental indenture directly affects indenture, security documents or intercreditor agreements affect the Trustee’s or the Collateral Agent’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee or the Collateral Agent, as applicable, may in its discretion, but will not be obligated to, enter into such amended or supplemental Indentureindenture, security documents or intercreditor agreements. It is not be necessary for Without the consent of the Holders each Holder of Securities under this Section 9.2 to approve the particular form of any proposed amendment or waiverNotes affected, but it is sufficient if such consent approves the substance of the proposed amendment or waiver. After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company will mail to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will may not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 and Section 5.13 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.2 may not (with respect to any Securities Notes issued thereunder and held by a non-consenting nonconsenting Holder)::

With Consent of Holders. The Company (a) Except as provided below in this Section 9.02, the Issuer, the Guarantors and the Trustee may amend or supplement this Indenture Indenture, the Notes, the Guarantees, the Notes Security Documents and the Securities Intercreditor Agreements (including, in each case, if applicable, the form of agreements attached thereto as exhibits) with the consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of each series of Securities affected by such amendment or supplemental indentureNotes (including Additional Notes, with each such series if any) then outstanding voting as a separate single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for Securities) for, or purchase of, the Notes), and, subject to Section 5.8 Sections 6.04 and Section 5.13 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture Indenture, the Guarantees or the Securities Notes may be waived with respect to each series of Securities with the consent of the Holders of a majority in principal amount of the Outstanding Securities of such series then outstanding Notes (including Additional Notes, if any) voting as a separate single class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securitiesor offer to purchase with respect to the Notes). Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of ; provided that (x) if any such amended amendment or supplemental indenturewaiver will only affect one series of Notes (or less than all series of Notes) then outstanding hereunder, and upon the filing with the Trustee of evidence satisfactory to the Trustee of then only the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee a majority in principal amount of the documents described in Section 6.3 hereof, the Trustee will join with the Company in the execution Notes of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwiseseries then outstanding (including, in which case each case, consents obtained in connection with a tender offer or exchange offer for Notes) shall be required and (y) if any such amendment or waiver by its terms will affect a series of Notes in a manner different and materially adverse relative to the Trustee may in its discretionmanner such amendment or waiver affects other series of Notes, but will not be obligated to, enter into such amended or supplemental Indenture. It is not be necessary for then the consent of the Holders of Securities under this Section 9.2 to approve the particular form of any proposed amendment or waiver, but it is sufficient if such consent approves the substance of the proposed amendment or waiver. After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company will mail to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 and Section 5.13 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate of principal amount of the Outstanding Securities Notes of such seriesadversely affected series then outstanding (including, in each case, consents obtained in connection with a tender offer or exchange offer for Notes) shall be required. However, without Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the consent purposes of each Holder affected, an amendment or waiver under this Section 9.2 may not (with respect to any Securities held by a non-consenting Holder):9.02.

With Consent of Holders. The Company Except as provided below in this Section 9.2, the Issuer, the Guarantors, the Trustee and the Trustee Collateral Agent may amend or supplement this Indenture Indenture, any Guarantee, the Security Documents and the Securities Notes issued hereunder with the consent of the Holders of at least a majority in aggregate principal amount of all the Outstanding Securities of each series of Securities affected by such amendment or supplemental indentureoutstanding Notes issued under this Indenture, with each such series voting as a separate class (including, without limitation, consents obtained in connection with before or after a purchase of, Change of Control or tender offer or exchange offer for Securities) and, subject to Section 5.8 and Section 5.13 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Securities may be waived with respect to each series of Securities with the consent of the Holders of a majority in principal amount of the Outstanding Securities of such series voting as a separate class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, SecuritiesNotes, and any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes, the Note Guarantees or the Security Documents may be waived with the consent of the Holders of at least a majority in principal amount of all the outstanding Notes issued under this Indenture (including consents obtained before or after a Change of Control or in connection with a purchase of or tender offer or exchange offer for Notes). Section 2.12 hereof and Section 14.4 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureIssuer, and upon the filing with the Trustee of evidence satisfactory delivery to the Trustee and the Collateral Agent, as applicable, of evidence of the consent of the Holders of Securities Notes as aforesaid, and upon receipt by the Trustee and/or the Collateral Agent of the documents described in Section 6.3 9.6 and 14.2 hereof, the Trustee and/or the Collateral Agent will join with the Company Issuer and the Guarantors in the execution of such amended or supplemental indenture indenture, security documents or intercreditor agreements unless such amended or supplemental indenture directly affects indenture, security documents or intercreditor agreements affect the Trustee’s or the Collateral Agent’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee or the Collateral Agent, as applicable, may in its discretion, but will not be obligated to, enter into such amended or supplemental Indentureindenture, security documents or intercreditor agreements. It is not be necessary for Without the consent of the Holders each Holder of Securities under this Section 9.2 to approve the particular form of any proposed amendment or waiverNotes affected, but it is sufficient if such consent approves the substance of the proposed amendment or waiver. After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company will mail to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will may not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 and Section 5.13 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.2 may not (with respect to any Securities Notes issued thereunder and held by a non-consenting nonconsenting Holder)::

With Consent of Holders. The Company and Except as provided in the Trustee may amend or supplement next succeeding paragraphs, this Indenture and or the Securities may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of each series of Securities affected by such amendment or supplemental indenture, with each such series voting as a separate class then outstanding (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for such Securities) and), subject to Section 5.8 and Section 5.13 hereof, any existing Default or Event of Default default or compliance with any provision of this Indenture or the Securities may be waived with respect to each series of Securities with the consent of the Holders of a majority in principal amount of the Outstanding then outstanding Securities of such series voting as a separate class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for such Securities). Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee of the documents described in Section 6.3 9.06 hereof, the Trustee will shall join with the Company in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental Indentureindenture. It is shall not be necessary for the consent of the Holders of Securities under this Section 9.2 9.02 to approve the particular form of any proposed amendment or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company will shall mail to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 Sections 6.04 and Section 5.13 6.07 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities then outstanding may waive compliance in a particular instance by the Company with any provision of such seriesthis Indenture or the Securities. However, without Without the consent of each Holder affected, however, an amendment or waiver under this Section 9.2 may not (with respect to any Securities Security held by a non-consenting Holder):

With Consent of Holders. The Company and Except as provided in the Trustee may amend or supplement next succeeding paragraphs, this Indenture and or the Securities may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount Principal Amount of all the Outstanding Securities of each series of Securities then outstanding affected by such amendment or supplemental indenture, with each such series voting as a separate class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for Securities) and, subject to Section 5.8 and Section 5.13 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Securities may be waived with respect to each series of Securities with the consent of the Holders of a majority in principal amount of the Outstanding Securities of such series voting as a separate class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities). Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee of the documents described in Section 6.3 9.04 hereof, the Trustee will shall join with the Company and the Guarantors, if any, in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental Indentureindenture. It is shall not be necessary for the consent of the Holders of Securities under this Section 9.2 9.02 to approve the particular form of any proposed amendment or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company will shall mail to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 Sections 5.02(b), 5.04 and Section 5.13 5.07 hereof, the application of or compliance with, either generally or in any a particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding outstanding Securities of such that series. However, without Without the consent of each Holder affectedaffected hereby, however, an amendment or waiver under this Section 9.2 may not (with respect to any Securities held by a non-consenting Holder):not:

With Consent of Holders. The Company Except as provided in Section 9.01 and this Section 9.02, the Issuers, the Guarantors and the Trustee may amend or supplement this Indenture Indenture, the Notes and the Securities Guarantees with the consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities of each series of Securities affected by such amendment or supplemental indenture, with each such series voting as a separate class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for Securities) and, subject to Section 5.8 and Section 5.13 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Securities may be waived with respect to each series of Securities with the consent of the Holders of at least a majority in principal amount of all the Outstanding Securities of such series voting as a separate class (Notes then outstanding, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, SecuritiesNotes and, subject to Section 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees or the Notes issued thereunder may be waived with the consent of the Holders of a majority in principal amount of all the Notes then outstanding (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Company Issuers accompanied by a resolution of its the Board of Directors of each Issuer authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee of the documents described in Section 6.3 hereof, the Trustee will shall join with the Company Issuers and the Guarantors in the execution of such amended or supplemental indenture indenture, unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental Indentureindenture. It is shall not be necessary for the consent of the Holders of Securities under this Section 9.2 9.02 to approve the particular form of any proposed amendment or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.2 9.02 becomes effective, the Company will mail Issuers shall send to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuers to mail send such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 and Section 5.13 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series. However, without Without the consent of each affected Holder affectedof Notes, an amendment or waiver under this Section 9.2 9.02 may not (not, with respect to any Securities Notes held by a non-consenting Holder)::

With Consent of Holders. The Company and Except as provided in the Trustee may amend or supplement next succeeding paragraphs, this Indenture and or the Securities may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange offer for such Securities), and any existing default or compliance with any provision of this Indenture or the Securities may be waived with the consent of the Holders of a majority in aggregate principal amount of the Outstanding then outstanding Securities of each series of Securities affected by such amendment or supplemental indenture, with each such series voting as a separate class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for Securities) and, subject to Section 5.8 and Section 5.13 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Securities may be waived with respect to each series of Securities with the consent of the Holders of a majority in principal amount of the Outstanding Securities of such series voting as a separate class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for such Securities). Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee of the documents described in Section 6.3 7.04 hereof, the Trustee will shall join with the Company in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental Indentureindenture. It is shall not be necessary for the consent of the Holders of Securities under this Section 9.2 7.02 to approve the particular form of any proposed amendment or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company will shall mail to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 Sections 4.04 and Section 5.13 4.07 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities then outstanding may waive compliance in a particular instance by the Company with any provision of such seriesthis Indenture or the Securities. However, without Without the consent of each Holder affected, however, an amendment or waiver under this Section 9.2 may not (with respect to any Securities Security held by a non-consenting Holder):

With Consent of Holders. The Company Except as provided below in this Section 9.02, the Issuer, the Guarantors, the Trustee and the Trustee Security Agent may amend or supplement this Indenture (including, without limitation, Section 3.10, Section 4.10 and Section 4.14 hereof), the Securities Notes, the Guarantees, the Security Documents, the Intercreditor Agreement or any Additional Intercreditor Agreement with the consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of each series of Securities affected by such amendment or supplemental indenturethen outstanding Notes (including, with each such series without limitation, Additional Notes, if any) voting as a separate single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for Securities) for, the Notes), and, subject to Section 5.8 6.04 and Section 5.13 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, interest or Additional Amounts, if any, on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture Indenture, the Notes, the Guarantees, the Security Documents, the Intercreditor Agreement or the Securities any Additional Intercreditor Agreement may be waived with respect to each series of Securities with the consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a separate single class (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, SecuritiesNotes); provided that if any amendment, waiver or other modification will only affect one series of the Notes, only the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes of such series will be required. Upon the request of the Company Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee of the documents described in Section 6.3 7.02 hereof, the Trustee and the Security Agent will join with the Company Issuer and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture. It is not be necessary for the consent of the Holders of Securities under this Section 9.2 9.02 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it is sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.2 9.02 becomes effective, the Company Issuer will mail to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuer to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 6.04 and Section 5.13 6.07 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities Notes then outstanding voting as a single class may waive compliance in a particular instance by the Issuer with any provision of such seriesthis Indenture, the Notes, the Guarantees, the Security Documents, the Intercreditor Agreement or any Additional Intercreditor Agreement. However, unless consented to by the Holders of at least 90% of the aggregate principal amount of then outstanding Notes (including, without the consent of each Holder affectedlimitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), an amendment amendment, supplement or waiver under this Section 9.2 9.02 may not (with respect to any Securities held by a non-consenting Holder):not:

With Consent of Holders. The Company Except as provided in Section 9.1 and the Trustee may amend or supplement Section 9.3, this Indenture and the Securities Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of each series of Securities Notes then outstanding affected by the supplemental indenture implementing such amendment or supplemental indenture, with each such series voting as a separate class supplement (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for Securities) Notes), and, subject to Section 5.8 Sections 6.8 and Section 5.13 hereof6.12, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Securities Notes may be waived with respect to each series of Securities with the consent of the Holders of a majority in principal amount of the Outstanding Securities of Notes then outstanding affected by such series voting as a separate class supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a purchase of, or tender offer or exchange offer forfor Notes). 91 It shall not be necessary for the consent of the Holders under this Section 9.2 to approve the particular form of any proposed amendment or waiver, Securities)but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or waiver under this Section 9.2 becomes effective, the Company shall deliver to the Holders affected thereby a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureIndenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee of the documents described in Section 6.3 hereof7.2, the Trustee will shall join with the Company and the Subsidiary Guarantors in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture directly 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 will shall not be obligated to, enter into such amended or supplemental Indenture. It is not be necessary for the consent of the Holders of Securities under this Section 9.2 to approve the particular form of any proposed amendment or waiver, but it is sufficient if such consent approves the substance of the proposed amendment or waiver. After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company will mail to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 and Section 5.13 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.2 may not (with respect to any Securities held by a non-consenting Holder):.

With Consent of Holders. The Company (a) Except as provided in this Section 9.02, the Issuer and the Trustee may amend or supplement the Notes or this Indenture and the Securities with the consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of each series of Securities affected by such amendment or supplemental indentureNotes then outstanding and issued under this Indenture, with each such series voting as a separate class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for Securities) for, such Notes, and, subject to Section 5.8 6.04 and Section 5.13 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of the Notes or this Indenture or the Securities may be waived with respect to each series of Securities with the consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series voting as a separate class (including then outstanding Notes issued under this Indenture, including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, SecuritiesNotes). Section 2.08 hereof and Section 12.05 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureIssuer, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 6.3 Sections 9.05 and 12.04 hereof, the Trustee will join with the Company Issuer in the execution of such any amended or supplemental indenture or amendment or supplement to the Notes or this Indenture unless such amended or supplemental indenture directly or amendment or supplement to the Notes or this 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 will not be obligated to, enter into such amended or supplemental Indenture. It is not be necessary for the consent of the Holders of Securities under this Section 9.2 to approve the particular form of any proposed indenture or amendment or waiver, but it is sufficient if such consent approves the substance of the proposed amendment or waiver. After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company will mail to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement Notes or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 and Section 5.13 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.2 may not (with respect to any Securities held by a non-consenting Holder):Indenture.

With Consent of Holders. The Company Except as provided below in this Section 9.02, the Company, the Guarantors and the Trustee may amend or supplement this Indenture and any Note Documents or the Securities Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of each series of Securities affected by such amendment or supplemental indenture, with each such series voting as a separate class Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for Securitiesfor, such Notes) and, subject to Section 5.8 this Indenture and Section 5.13 hereofthe Notes, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Securities Note Documents may be waived with respect to each series of Securities with the consent of the Holders of at least a majority in principal amount of the Outstanding Securities of such series voting as a separate class Notes then outstanding (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities)such Notes) provided that, if any amendment, waiver or other modification will only affect one series of the Notes, only the consent of at least a majority in principal amount of the then outstanding Notes of such series shall be required. Section 2.08 shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureCompany, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee of the documents described in Section 6.3 hereof7.02, the Trustee will shall join with the Company in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental Indentureindenture. It is not be necessary for the consent of the Holders of Securities under this Section 9.2 9.02 to approve the particular form of any proposed amendment or waiver, but it is sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.2 9.02 becomes effective, the Company will shall mail to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 and Section 5.13 hereof6.07, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities Notes then outstanding may waive compliance in a particular instance by the Company with any provision of such seriesthis Indenture or the Notes. However, without the consent of Holders holding not less than 90% of the then outstanding principal amount of Notes, (provided that, if any amendment, waiver or other modification will only affect one series of the Notes only the consent of Holders holding not less than 90% of the principal amount of the then outstanding Notes of such series shall be required) (or, alternatively, the consent of each Holder affected, affected thereby) an amendment or waiver under this Section 9.2 9.02 may not (not, with respect to any Securities Notes held by a non-consenting Holder)::

With Consent of Holders. The Company Except as provided below in this Section 9.02, the Company, the Guarantors (solely with respect to the Guarantee to which it is a party) and the Trustee may amend or supplement this Indenture Indenture, the Notes and the Securities Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of each series of Securities affected by such amendment or supplemental indentureNotes (including Additional Notes, with each such series if any) then outstanding voting as a separate single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for Securities) for, the Notes), and, subject to Section 5.8 Sections 6.04 and Section 5.13 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture Indenture, the Guarantees or the Securities Notes may be waived with respect to each series of Securities with the consent of the Holders of a majority in principal amount of the Outstanding Securities of such series then outstanding Notes (including Additional Notes, if any), other than Notes beneficially owned by the Company or its Affiliates, voting as a separate single class (including consents obtained in connection with a purchase of, or tender offer or exchange offer foror offer to purchase with respect to the Notes); provided that (x) if any such amendment or waiver will only affect one series of Notes (or less than all series of Notes) then outstanding hereunder, Securities)then only the consent of the Holders of a majority in principal amount of the Notes of such series then outstanding (including, in each case, consents obtained in connection with a tender offer or exchange offer or offer to purchase with respect to the Notes) shall be required and (y) if any such amendment or waiver by its terms will affect a series of Notes in a manner different and materially adverse relative to the manner such amendment or waiver affects other series of Notes, then the consent of the Holders of a majority in principal amount of the Notes of such adversely affected series then outstanding (including, in each case, consents obtained in connection with a tender offer or exchange offer or offer to purchase with respect to the Notes) shall be required. Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee of the documents described in Section 6.3 7.02 hereof, the Trustee will shall join with the Company and the Guarantors (solely with respect to the Guarantee to which it is a party) in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental Indentureindenture. It is shall not be necessary for the consent of the Holders of Securities under this Section 9.2 9.02 to approve the particular form of any proposed amendment or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.2 9.02 becomes effective, the Company will mail shall deliver to the Holders of Securities affected thereby (with a copy to the Trustee) a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail deliver such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 and Section 5.13 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series. However, without Without the consent of each affected Holder affected(including, for the avoidance of doubt, any Notes held by Affiliates), an amendment or waiver under this Section 9.2 9.02 may not (not, with respect to any Securities Notes held by a non-consenting Holder)::

With Consent of Holders. The Company and (a) Subject to the Trustee may amend or supplement terms of this Indenture and the Securities with Security Documents, the consent of Issuer, the Holders of a majority in aggregate principal amount of Co-Issuer, the Outstanding Securities of each series of Securities affected by such amendment or supplemental indentureGuarantors, with each such series voting the Trustee and the Note Collateral Agent, as a separate class (includingapplicable, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for Securities) and, subject to Section 5.8 and Section 5.13 hereof, any existing Default or Event of Default or compliance with any provision of may amend this Indenture or the Securities may be waived with respect to each series of Securities with the consent of the Holders of a majority in principal amount of the Outstanding Securities of such series Notes then outstanding (voting as a separate class one class) (including consents obtained in connection with a tender offer for, exchange for or purchase of, the Notes) and any past default or tender offer or exchange offer for, Securities). Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of compliance with any such amended or supplemental indenture, and upon the filing provisions may also be waived with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee at least a majority in principal amount of the documents described Notes then outstanding. An intercreditor agreement containing terms that differ from those set forth in Section 6.3 hereof9.07 may be entered into and, subject to certain exceptions, the Trustee will join with Intercreditor Agreement and the Company in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwiseSecurity Documents may be amended, in which each case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture. It is not be necessary for with the consent of the Holders of Securities under this Section 9.2 to approve the particular form of any proposed amendment or waiver, but it is sufficient if such consent approves the substance a majority in principal amount of the proposed amendment Notes then outstanding (including consents obtained in connection with a tender offer for, exchange for or waiver. After an amendment, supplement or waiver under this Section 9.2 becomes effectivepurchase of, the Company will mail to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or Notes) and any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 and Section 5.13 hereof, the application of past default or compliance with, either generally or with any provisions in any particular instance, of any provision of this Indenture or an Intercreditor Agreement and the Securities Security Documents may also be waived as to each series with the consent of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities Notes then outstanding (including consents obtained in connection with a tender offer for, exchange for or purchase of, the Notes); and such amendments may not, without the consent of such series. Howeverthe Holders of 75% in principal amount of the Notes then outstanding, release all or substantially all of the Collateral other than in accordance with this Indenture, an Intercreditor Agreement and the Security Documents; provided, that without the consent of each Holder affected, an no amendment or waiver under this Section 9.2 may not (with respect to any Securities held by a non-consenting Holder):may:

With Consent of Holders. The Company Except as provided in Section 9.01 and this Section 9.02, the Issuers (and, prior to the Escrow Release Date, the Escrow Issuers), the Guarantors and the Trustee may amend or supplement this Indenture Indenture, the Notes, the Escrow Agreement and the Securities Guarantees with the consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities of each series of Securities affected by such amendment or supplemental indenture, with each such series voting as a separate class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for Securities) and, subject to Section 5.8 and Section 5.13 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Securities may be waived with respect to each series of Securities with the consent of the Holders of at least a majority in principal amount of all the Outstanding Securities of such series voting as a separate class Notes then outstanding, other than Notes beneficially owned by the Issuers (and, prior to the Escrow Release Date, the Escrow Issuers) or their Affiliates (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, SecuritiesNotes) and, subject to Section 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes (which shall be considered waived only with respect to Notes held by consenting Holders), except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Escrow Agreement, the Guarantees or the Notes issued thereunder may be waived with the consent of the Holders of a majority in principal amount of all the Notes then outstanding, other than Notes beneficially owned by the Issuers (and, prior to the Escrow Release Date, the Escrow Issuers) or their Affiliates (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing Issuers (and, prior to the execution of any such amended or supplemental indentureEscrow Release Date, the Escrow Issuers) and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee of the documents described in Section 6.3 hereof, the Trustee will shall join with the Company Issuers or the Escrow Issuers, as applicable, and the Guarantors in the execution of such amended or supplemental indenture indenture, unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental Indentureindenture. It is shall not be necessary for the consent of the Holders of Securities under this Section 9.2 9.02 to approve the particular form of any proposed amendment or waiver, but it is shall be sufficient if such consent approves the substance thereof. For the avoidance of doubt, no amendment to, or deletion of any of the proposed amendment covenants contained in Article 4 or waiveraction taken in compliance with the covenants in effect at the time of such action, shall be deemed to impair or affect any legal rights of any Holders of the Notes to receive payment of principal of or premium, if any, or interest on the Notes or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes. After an amendment, supplement or waiver under this Section 9.2 9.02 becomes effective, the Company will mail Issuers (and, prior to the Escrow Release Date, the Escrow Issuers) shall send to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuers or the Escrow Issuers, as applicable, to mail send such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 and Section 5.13 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series. However, without Without the consent of each Holder affectedaffected Holder, an amendment or waiver under this Section 9.2 9.02 may not (not, with respect to any Securities Notes held by a non-consenting Holder)::

With Consent of Holders. The Company Except as provided in Section 9.01 and this Section 9.02, the Issuers, the Guarantors and the Trustee may amend or supplement this Indenture Indenture, the Notes and the Securities Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of all the Outstanding Securities of each series of Securities affected by such amendment or supplemental indentureNotes then outstanding, with each such series voting as a separate class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for Securities) for, Notes and, subject to Section 5.8 6.04 and Section 5.13 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture Indenture, the Guarantees or the Securities Notes issued thereunder may be waived with respect to each series of Securities with the consent of the Holders of a majority in principal amount of all the Outstanding Securities of such series voting as a separate class Notes then outstanding, other than Notes beneficially owned by the Issuers or their Affiliates (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securitiesthe Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Company each Issuer accompanied by a resolution of its the Board of Directors of the Issuers authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee of the documents described in Section 6.3 hereof, the Trustee will shall join with the Company Issuers and the Guarantors in the execution of such amended or supplemental indenture indenture, unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental Indentureindenture. It is shall not be necessary for the consent of the Holders of Securities under this Section 9.2 9.02 to approve the particular form of any proposed amendment or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.2 9.02 becomes effective, the Company will mail Issuers shall send to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuers to mail send such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 and Section 5.13 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series. However, without Without the consent of each affected Holder affectedof Notes, an amendment or waiver under this Section 9.2 9.02 may not (not, with respect to any Securities Notes held by a non-consenting Holder)::

With Consent of Holders. The Company Except as provided below in this Section 9.02, the Issuers, the Guarantors, the Trustee and the Collateral Trustee may amend or supplement this Indenture (including, without limitation, Sections 3.08, 3.9, 4.10, 4.15 and 4.20 hereof), the Securities Notes, the Note Guarantees or the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, or premium or interest, if any, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities of each series of Securities affected by such amendment or supplemental indenture, with each such series voting as a separate class then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for Securities) and, subject to Section 5.8 and Section 5.13 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Securities may be waived with respect to each series of Securities with the consent of the Holders of a majority in principal amount of the Outstanding Securities of such series voting as a separate class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securitiesor purchase of, the Notes). Section 2.08 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. Upon the joint request of the Company Issuers accompanied by a resolution of its Board their Boards of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Securities Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 6.3 7.02 hereof, the Trustee will join with the Company Issuers and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture. It is not be necessary for the consent of the Holders of Securities Notes under this Section 9.2 9.02 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it is sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.2 9.02 becomes effective, the Company Issuers will mail to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuers to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 Sections 6.04 and Section 5.13 6.07 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of at least a majority in aggregate principal amount of the Outstanding Securities Notes then outstanding may waive compliance in a particular instance by the Issuers and the Guarantors with any provision of such seriesthis Indenture, the Notes, the Note Guarantees or the Security Documents. However, without the consent of each Holder of the Notes affected, an amendment amendment, supplement or waiver under this Section 9.2 9.02 may not (with respect to any Securities Notes held by a non-consenting Holder):

With Consent of Holders. The Company Except as provided below in this Section 9.02, the Issuer, the Guarantors and the Trustee or the Notes Collateral Agent, as applicable, may amend or supplement this Indenture Indenture, any Guarantee, the Notes issued hereunder and the Securities any other Note Document with the consent of the Holders of at least a majority in aggregate principal amount of all the Outstanding Securities of each series of Securities affected by such amendment or supplemental indentureoutstanding Notes issued under this Indenture, with each such series voting as a separate class (including, without limitation, consents obtained in connection with before or after a purchase of, Change of Control or tender offer or exchange offer for Securities) and, subject to Section 5.8 and Section 5.13 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Securities may be waived with respect to each series of Securities with the consent of the Holders of a majority in principal amount of the Outstanding Securities of such series voting as a separate class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, SecuritiesNotes, and any existing Default or Event of Default or compliance with any provision of this Indenture, the Notes, the Guarantees and any other Note Document may be waived with the consent of the Holders of at least a majority in principal amount of all the outstanding Notes issued under this Indenture (including consents obtained before or after a Change of Control or in connection with a purchase of or tender offer or exchange offer for Notes). Section 2.12 hereof and Section 13.04 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureIssuer, and upon the filing with the Trustee of evidence satisfactory delivery to the Trustee and the Notes Collateral Agent of evidence of the consent of the Holders of Securities Notes as aforesaid, and upon receipt by the Trustee and the Notes Collateral Agent of the documents described in Section 6.3 9.06 and Section 13.02 hereof, the Trustee and the Notes Collateral Agent will join with the Company Issuer and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s or the Notes Collateral Agent’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case each of the Trustee or the Notes Collateral Agent may in its discretion, but will not be obligated to, enter into such amended or supplemental Indentureindenture. It is not be necessary for Without the consent of the Holders each Holder of Securities under this Section 9.2 to approve the particular form of any proposed amendment or waiverNotes affected, but it is sufficient if such consent approves the substance of the proposed amendment or waiver. After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company will mail to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will may not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 and Section 5.13 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.2 may not (with respect to any Securities Notes issued hereunder and held by a non-consenting nonconsenting Holder)::

With Consent of Holders. The Company (a) Except as provided in this SECTION 9.2, the Company, the Guarantors and the Trustee Trustee, as applicable, may amend or supplement this Indenture and the Securities Note Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of each series of Securities affected by such amendment or supplemental indentureNotes then outstanding and issued under this Indenture, with each such series voting as a separate class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for Securities) for, Notes, and, subject to Section 5.8 SECTIONS 6.4 and Section 5.13 6.7 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Securities Note Documents may be waived with respect to each series of Securities with the consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series voting as a separate class then outstanding Notes issued under this Indenture (including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, Securitiesfor Notes). SECTION 2.12 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this SECTION 9.2. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureCompany, and upon the filing with the Trustee (if applicable) of evidence satisfactory to the Trustee of the consent of the Holders of Securities Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 6.3 SECTIONS 9.6 and 13.4 hereof, the Trustee Trustee, will join with the Company and the Guarantors, if applicable, in the execution of such amended or supplemental indenture or amendment or supplement to the other Note Documents unless such amended or supplemental indenture or amendment or supplement to the other Note Documents directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee Trustee, if applicable, may in its their discretion, but will not be obligated to, enter into such amended or supplemental Indenture. It is not be necessary for the consent of the Holders of Securities under this Section 9.2 to approve the particular form of any proposed indenture or amendment or waiver, but it is sufficient if such consent approves the substance of the proposed amendment or waiver. After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company will mail to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 and Section 5.13 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.2 may not (with respect to any Securities held by a non-consenting Holder):other Note Documents.

With Consent of Holders. The Company Except as provided below in this Section 9.2, the Issuer, the Guarantors and the Trustee may amend or supplement this Indenture Indenture, any Guarantee and the Securities Notes issued hereunder with the consent of the Holders of at least a majority in aggregate principal amount of all the Outstanding Securities of each series of Securities affected by such amendment or supplemental indentureoutstanding Notes issued under this Indenture, with each such series voting as a separate class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for Securities) andfor, subject to Section 5.8 Notes, and Section 5.13 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or Indenture, the Securities Notes and the Guarantees may be waived with respect to each series of Securities with the consent of the Holders of at least a majority in principal amount of all the Outstanding Securities of such series voting as a separate class outstanding Notes issued under this Indenture (including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, Securitiesfor Notes). Section 2.12 hereof and Section 13.4 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureIssuer, and upon the filing with delivery to the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 6.3 9.6 and 13.2 hereof, the Trustee will join with the Company Issuer and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indentureindenture. It is not be necessary for Without the consent of the Holders each Holder of Securities under this Section 9.2 to approve the particular form of any proposed amendment or waiverNotes affected, but it is sufficient if such consent approves the substance of the proposed amendment or waiver. After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company will mail to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will may not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 and Section 5.13 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.2 may not (with respect to any Securities Notes issued thereunder and held by a non-consenting nonconsenting Holder)::

With Consent of Holders. The Company Except as provided below in this Section 9.2, the Company, the Guarantors, if applicable, and the Trustee may amend or supplement this Indenture Indenture, any Guarantee and the Securities Notes issued hereunder with the consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of each series of Securities affected by such amendment or supplemental indentureNotes then outstanding and issued under this Indenture, with each such series voting as a separate class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for Securities) for, Notes, and, subject to Section 5.8 Sections 6.4 and Section 5.13 6.7 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or Indenture, the Securities Notes and the Guarantees may be waived with respect to each series of Securities with the consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series voting as a separate class then outstanding Notes issued under this Indenture (including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, Securitiesfor Notes). Section 2.12 hereof and Section 12.4 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 6.3 Sections 9.6 and 12.4 hereof, the Trustee will join with the Company and the Guarantors, if applicable, in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture. It is not be necessary for Without the consent of the Holders each Holder of Securities under this Section 9.2 to approve the particular form of any proposed amendment or waiverNotes affected, but it is sufficient if such consent approves the substance of the proposed amendment or waiver. After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company will mail to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will may not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 and Section 5.13 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.2 may not (with respect to any Securities Notes issued thereunder and held by a non-consenting nonconsenting Holder)::

With Consent of Holders. The Company Except as provided in Section 9.01 and this Section 9.02, the Issuer, the Guarantors and the Trustee may amend or supplement this Indenture Indenture, the Notes and the Securities Guarantees and the Collateral Documents with the consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities of each series of Securities affected by such amendment or supplemental indenture, with each such series voting as a separate class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for Securities) and, subject to Section 5.8 and Section 5.13 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Securities may be waived with respect to each series of Securities with the consent of the Holders of at least a majority in principal amount of the Outstanding Securities of such series voting as a separate class (Notes then outstanding, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, SecuritiesNotes and, subject to Section 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees, the Notes issued thereunder or any Collateral Document may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Company Issuer accompanied by a resolution of its Board board of Directors directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee of (and the documents described in Section 6.3 hereof, Collateral Agent to the Trustee will extent a party to the applicable document) shall join with the Company Issuer and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee and the Collateral Agent may in its their discretion, but will shall not be obligated to, enter into such amended or supplemental Indentureindenture. It is shall not be necessary for the consent of the Holders of Securities under this Section 9.2 9.02 to approve the particular form of any proposed amendment or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.2 9.02 becomes effective, the Company will mail Issuer shall send to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuer to mail send such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 and Section 5.13 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series. However, without Without the consent of each affected Holder affectedof Notes, an amendment or waiver under this Section 9.2 9.02 may not (not, with respect to any Securities Notes held by a non-consenting Holder)::

With Consent of Holders. The Company Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture (including, without limitation, Section 4.07 hereof), the Subsidiary Guarantees and the Securities Notes with the consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of each series of Securities affected by such amendment or supplemental indentureNotes (including, with each such series without limitation, Additional Notes, if any) then outstanding voting as a separate single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for Securities) for, or purchase of the Notes), and, subject to Section 5.8 Sections 6.04 and Section 5.13 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture Indenture, the Subsidiary Guarantees or the Securities Notes may be waived with respect to each series of Securities with the consent of the Holders of a majority in principal amount of the Outstanding Securities of such series then outstanding Notes voting as a separate single class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securitiesor purchase of, the Notes). Upon the request Section 2.08 hereof shall determine which Notes are considered to be “outstanding” for purposes of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee of the documents described in this Section 6.3 hereof, the Trustee will join with the Company in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture9.02. It is not be necessary for the consent of the Holders of Securities Notes under this Section 9.2 9.02 to approve the particular form of any proposed amendment or waiver, but it is sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.2 9.02 becomes effective, the Company will Issuer shall mail to the Holders of Securities Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuer to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver. Subject to Section 5.8 Sections 6.04 and Section 5.13 6.07 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities Notes then outstanding voting as a single class may waive compliance in a particular instance by the Issuer with any provision of such seriesthis Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.2 9.02 may not (with respect to any Securities Notes held by a non-consenting Holder):

With Consent of Holders. The Company Except as provided below in this Section 9.2, the Issuers, the Parent, any Guarantors and the Trustee together may amend or supplement this Indenture Indenture, the Notes and any Guarantee of the Securities Notes with the written consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of each series of Securities then outstanding Notes affected by such amendment or supplemental indenture, with each such series voting as a separate class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for Securities) and, subject to Section 5.8 and Section 5.13 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Securities may be waived with respect to each series of Securities with the consent of the Holders of a majority in principal amount of the Outstanding Securities of such series voting as a separate class (including consents obtained in connection with a purchase of, of or a tender offer or exchange offer for, Securitiesfor Notes). Upon the request of the Company Issuers, accompanied by a resolution of its the Board of Directors of each of the Issuers and the Parent, authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee of the documents described in Section 6.3 9.6 hereof, the Trustee will shall join with the Company Issuers, the Parent and any Guarantors, as the case may be, in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly adversely affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental Indentureindenture. It is shall not be necessary for the consent of the Holders of Securities under this Section 9.2 to approve the particular form of any proposed amendment or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement amendment or waiver under this Section 9.2 becomes effective, the Company will Issuers shall mail to the Holders of Securities each Note affected thereby a notice briefly describing the amendment, supplement amendment or waiver. Any failure of the Company Issuers to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 Sections 6.4 and Section 5.13 6.7 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities then-outstanding Notes affected thereby (including consents obtained in connection with a purchase of such seriesor a tender offer or exchange offer for Notes) may waive any existing default or compliance in a particular instance by any Issuer or any Guarantor with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.2 may not (with respect to any Securities Notes held by a non-consenting Holder):

With Consent of Holders. The Company Except as provided below in this Section 9.02, the Issuer, the Guarantors and the Trustee may amend or supplement this Indenture and any Note Documents or the Securities Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of each series of Securities affected by such amendment or supplemental indenture, with each such series voting as a separate class Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for Securitiesfor, or purchase of, the Notes) and, subject to Section 5.8 this Indenture and Section 5.13 hereofthe Notes, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Securities Note Documents may be waived with respect to each series of Securities with the consent of the Holders of at least a majority in principal amount of the Outstanding Securities of such series voting as a separate class Notes then outstanding (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securitiesor purchase of, the Notes). Section 2.08 shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureIssuer, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee of the documents described in Section 6.3 hereof7.02, the Trustee will shall join with the Company Issuer in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental Indentureindenture. It is not be necessary for the consent of the Holders of Securities under this Section 9.2 9.02 to approve the particular form of any proposed amendment or waiver, but it is sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.2 9.02 becomes effective, the Company will Issuer shall mail to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuer to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 and Section 5.13 hereof6.07, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities Notes then outstanding may waive compliance in a particular instance by the Issuer with any provision of such seriesthis Indenture or the Notes. However, without the consent of each Holder affectedHolders holding not less than 90% of the then outstanding principal amount of Notes, an amendment or waiver under this Section 9.2 9.02 may not (not, with respect to any Securities Notes held by a non-consenting Holder)::

With Consent of Holders. The Company Subject to Section 608, the Company, Holdings, the Trustee, the Note Collateral Agent and the Trustee (if applicable) any Subsidiary Guarantor may amend or supplement this Indenture Indenture, the Notes, the Note Security Documents and the Securities any Intercreditor Agreement with the written consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each series of Securities affected by such amendment or supplemental indenture, with each such series voting as a separate class Notes (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for SecuritiesNotes) and, subject and the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes by written notice to Section 5.8 and Section 5.13 hereof, the Trustee (including consents obtained in connection with a tender offer or exchange offer for Notes) may waive any existing Default or Event of Default or compliance by the Company, Holdings or any Subsidiary Guarantor with any provision of this Indenture Indenture, the Notes, the Parent Guarantee, any Subsidiary Guarantee, any Note Security Documents or the Securities may be waived with respect to each any Intercreditor Agreement; provided that (x) if any such amendment or waiver will only affect one series of Securities with Notes (or less than all series of Notes) then outstanding under this Indenture, then only the consent of the Holders of a majority in principal amount of the Outstanding Securities Notes of such series voting as a separate class then outstanding (including including, in each case, consents obtained in connection with a purchase of, or tender offer or exchange offer forfor Notes) shall be required, Securities). Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of (y) if any such amended amendment or supplemental indenture, waiver by its terms will affect a series of Notes in a manner different and upon the filing with the Trustee of evidence satisfactory materially adverse relative to the Trustee manner such amendment or waiver affects other series of Notes, then the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee a majority in principal amount of the documents described in Section 6.3 hereof, the Trustee will join with the Company in the execution Notes of such amended series then outstanding (including, in each case, consents obtained in connection with a tender offer or supplemental indenture unless such amended exchange offer for Notes) shall be required and (z) any amendment or supplemental indenture directly affects the Trustee’s own rights, duties waiver to or immunities under of Section 409(c) of this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture. It is not be necessary for shall only require the consent of the Holders of Securities under this Section 9.2 to approve the particular form of any proposed amendment or waiver, but it is sufficient if such consent approves the substance of the proposed amendment or waiver. After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company will mail to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 and Section 5.13 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities Notes then outstanding that are Initial Notes or Exchange Notes issued in exchange therefor, or Additional Notes issued pursuant to a Notes Supplemental Indenture that specifies that Section 409(c) shall apply to such Notes without any modification, or Exchange Notes issued in exchange for such Additional Notes. Notwithstanding the provisions of such series. Howeverthis Section 902, without the consent of each Holder affected, an amendment or waiver, including a waiver under this pursuant to Section 9.2 613, may not (with respect to any Securities held by a non-consenting Holder):not:

With Consent of Holders. The Company Except as provided below in this Section 9.02, the Issuers, the Guarantors and the Trustee may amend or supplement this Indenture (including, without limitation, Section 3.09, 4.10 and 4.15 hereof), the Note Guarantees and the Securities Notes with the consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of each series of Securities affected by such amendment or supplemental indentureNotes (including, with each such series without limitation, Additional Notes, if any) then outstanding voting as a separate single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for Securities) for, or purchase of, the Notes), and, subject to Section 5.8 Sections 6.04 and Section 5.13 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or Additional Interest, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture Indenture, the Note Guarantees or the Securities Notes may be waived with respect to each series of Securities with the consent of the Holders of a majority in principal amount of the Outstanding Securities of such series then outstanding Notes voting as a separate single class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securitiesor purchase of, the Notes). Section 2.08 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the Company Issuers accompanied by a resolution resolutions of its Board their Boards of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee of the documents described in Section 6.3 7.02 and Section 9.06 hereof, the Trustee will join with the Company Issuers and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture. It is not be necessary for the consent of the Holders of Securities under this Section 9.2 9.02 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it is sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.2 9.02 becomes effective, the Company Issuers will mail to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuers to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 Sections 6.04 and Section 5.13 6.07 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities Notes then outstanding voting as a single class may waive compliance in a particular instance by the Issuers and the Guarantors with any provision of such seriesthis Indenture, the Notes, or the Note Guarantees. However, without the consent of each Holder affected, an amendment amendment, supplement or waiver under this Section 9.2 9.02 may not (with respect to any Securities Notes held by a non-consenting Holder):

With Consent of Holders. The Company Except as provided below in this Section 9.02, the Issuer, the Guarantors, the Trustee and the Trustee Collateral Agent may amend or supplement this Indenture and any Guarantee, the Securities Notes, the Security Documents or the Intercreditor Agreements with the consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of each series of Securities affected by such amendment or supplemental indentureNotes (including Additional Notes, with each such series if any) then outstanding voting as a separate single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for Securities) for, or purchase of, the Notes), and, subject to Section 5.8 and Section 5.13 6.04 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture Indenture, the Guarantees or the Securities Notes may be waived with respect to each series of Securities with the consent of the Holders of a majority in principal amount of the Outstanding Securities of such series then outstanding Notes (including Additional Notes, if any) voting as a separate single class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securitiesthe Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Company Issuer accompanied by a resolution of its Board board of Directors directors authorizing the execution of any such amended or supplemental indentureindenture or amendment to the Security Documents or the Intercreditor Agreement, and upon the filing with the Trustee and the Collateral Agent of evidence satisfactory to the Trustee and the Collateral Agent of the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee and the Collateral Agent of the documents described in Section 6.3 7.02 hereof, the Trustee will and the Collateral Agent shall join with the Company Issuer and the Guarantors in the execution of such amended or supplemental indenture or amendment to the Security Documents or the Intercreditor Agreement unless such amended or supplemental indenture directly affects the Trustee’s or the Collateral Agent’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee and the Collateral Agent may in its discretion, but will shall not be obligated to, enter into such amended or supplemental Indentureindenture or amendment to the Security Documents or the Intercreditor Agreement. It is shall not be necessary for the consent of the Holders of Securities under this Section 9.2 9.02 to approve the particular form of any proposed amendment or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.2 9.02 becomes effective, the Company will mail Issuer shall deliver to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuer to mail deliver such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 and Section 5.13 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series. However, without Without the consent of each affected Holder affectedof Notes, an amendment or waiver under this Section 9.2 9.02 may not (not, with respect to any Securities Notes held by a non-consenting Holder)::

With Consent of Holders. The Company Except as provided below in this Section 9.2, the Company, the Guarantors and the Trustee Trustee, if applicable, may amend or supplement this Indenture and the Securities any Note Document with the consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of each series of Securities affected by such amendment or supplemental indentureNotes then outstanding and issued under this Indenture, with each such series voting as a separate class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for Securities) for, Notes, and, subject to Section 5.8 Sections 6.4 and Section 5.13 hereof6.7, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or Indenture, the Securities Notes and the Guarantees may be waived with respect to each series of Securities with the consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series voting as a separate class then outstanding Notes issued under this Indenture (including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, Securitiesfor Notes). Section 2.12 and Section 12.4 shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 6.3 hereofSections 9.6 and 12.2, the Trustee will join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indentureindenture. It is not be necessary for Without the consent of the Holders each Holder of Securities under this Section 9.2 to approve the particular form of any proposed amendment or waiverNotes affected, but it is sufficient if such consent approves the substance of the proposed amendment or waiver. After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company will mail to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will may not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 and Section 5.13 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.2 may not (with respect to any Securities Notes issued thereunder and held by a non-consenting nonconsenting Holder)::

With Consent of Holders. The Company Except as provided below in this Section 9.02, the Company, the Guarantors and the Trustee may amend or supplement this Indenture Indenture, the Notes and the Securities Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of each series of Securities affected by such amendment or supplemental indentureNotes (including Additional Notes, with each such series if any) then outstanding voting as a separate single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for Securities) for, or purchase of, the Notes), and, subject to Section 5.8 Sections 6.04 and Section 5.13 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture Indenture, the Guarantees or the Securities Notes may be waived with respect to each series of Securities with the consent of the Holders of a majority in principal amount of the Outstanding Securities of such series then outstanding Notes (including Additional Notes, if any) voting as a separate single class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securitiesor purchase of, the Notes); Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee of the documents described in Section 6.3 7.02 hereof, the Trustee will shall join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental Indentureindenture. It is shall not be necessary for the consent of the Holders of Securities under this Section 9.2 9.02 to approve the particular form of any proposed amendment or waiver, but it is shall be sufficient if such consent approves the substance of the proposed thereof. A consent to any amendment or waiverwaiver under this Indenture by any Holder of Notes given in connection with a tender of such Holder’s Notes will not be rendered invalid by such tender. After an amendment, supplement or waiver under this Section 9.2 9.02 becomes effective, the Company will mail shall deliver to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail deliver such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 and Section 5.13 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series. However, without Without the consent of each affected Holder affectedof Notes, an amendment or waiver under this Section 9.2 9.02 may not (not, with respect to any Securities Notes held by a non-consenting Holder)::

With Consent of Holders. The Company Except as provided in this Section 9.2, the Company, the Guarantors and the Trustee may amend amend, supplement or supplement this Indenture and otherwise modify the Securities Note Documents with the consent of the Holders of at least a majority in aggregate principal amount of all the Outstanding Securities of each series of Securities affected by such amendment or supplemental indenture, with each such series voting as a separate class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for Securities) and, subject to Section 5.8 and Section 5.13 hereof, any existing Default or Event of Default or compliance with any provision of outstanding Notes issued under this Indenture or the Securities may be waived with respect to each series of Securities with the consent of the Holders of a majority in principal amount of the Outstanding Securities of such series voting as a separate class (including consents obtained before or after a Change of Control or in connection with a purchase of, or tender offer or exchange offer for, Securitiessuch Notes), and, subject to Section 6.4 and Section 6.7, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of the Note Documents may be waived with the consent of the Holders of at least a majority in aggregate principal amount of all the outstanding Notes issued under this Indenture (including consents obtained before or after a Change of Control or in connection with a purchase of or tender offer or exchange offer for such Notes). Section 2.12 hereof and Section 12.4 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureCompany, and upon the filing with delivery to the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 6.3 Sections 9.5 and 12.2 hereof, the Trustee will join with the Company and the Guarantors in the execution of such amended or supplemental indenture or other amendment to the Note Documents unless such amended or supplemental indenture directly or other amendment to the Note Documents affects the Trustee’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indentureindenture or other amendment to the Note Documents. It is not be necessary for Without the consent of the Holders each Holder of Securities under this Section 9.2 to approve the particular form of any proposed amendment or waiverNotes affected, but it is sufficient if such consent approves the substance of the proposed amendment or waiver. After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company will mail to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will may not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 and Section 5.13 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.2 may not (with respect to any Securities Notes issued thereunder and held by a non-consenting nonconsenting Holder)::

With Consent of Holders. The Company and the Trustee may amend or supplement this Indenture Indenture, the Securities Guarantees and the Securities with the consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities of each series of Securities affected by such amendment or supplemental indenture, with each such series voting as a separate class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for for, Securities) and, subject to Section 5.8 and Section 5.13 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture Indenture, the Securities Guarantees or the Securities may be waived with respect to each series of Securities with the consent of the Holders of a majority in principal amount of the Outstanding Securities of such series voting as a separate class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities). Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee of the documents described in Section 6.3 hereof, the Trustee will join with the Company in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture. It is not be necessary for the consent of the Holders of Securities under this Section 9.2 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it is sufficient if such consent approves the substance of the proposed amendment amendment, supplement or waiver. After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company will mail to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or amendment, supplemental indenture or waiver. Subject Notwithstanding anything contained herein to Section 5.8 and Section 5.13 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series. Howevercontrary, without the consent of each Holder affected, an amendment amendment, supplement or waiver under this Section 9.2 may not (with respect to any Securities held by a non-consenting Holder):

With Consent of Holders. The Company Except as provided below in this Section 9.2, the Issuer, the Guarantors and the Trustee may amend amend, supplement or supplement otherwise modify this Indenture Indenture, any Guarantee and the Securities Notes issued hereunder with the consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of each series of Securities affected by such amendment or supplemental indentureNotes then outstanding and issued under this Indenture, with each such series voting as a separate class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for Securities) for, Notes, and, subject to Section 5.8 Sections 6.4 and Section 5.13 6.7 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest, if any, and Additional Interest, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or Indenture, the Securities Notes and the Guarantees may be waived with respect to each series of Securities with the consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series voting as a separate class then outstanding Notes issued under this Indenture (including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, Securitiesfor Notes). Section 2.9 hereof and Section 12.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the Company Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 6.3 Sections 9.5 and 12.6 hereof, the Trustee will join with the Company Issuer and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s or Agent’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture. It is not be necessary for Without the consent of the Holders each Holder of Securities under this Section 9.2 to approve the particular form of any proposed amendment or waiverNotes affected, but it is sufficient if such consent approves the substance of the proposed amendment or waiver. After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company will mail to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will may not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 and Section 5.13 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.2 may not (with respect to any Securities Notes issued thereunder and held by a non-consenting nonconsenting Holder)::

With Consent of Holders. The Company (a) Except as provided in this Section 9.2, the Issuer and the Trustee may amend amend, supplement or supplement this Indenture and otherwise modify the Securities Note Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of each series of Securities affected by such amendment or supplemental indenture, with each such series voting as a separate class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for Securities) and, subject to Section 5.8 and Section 5.13 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Securities may be waived with respect to each series of Securities with the consent of the Holders of a majority in principal amount of the Outstanding Securities of such series voting as a separate class Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securitiessuch Notes), and, subject to Sections 6.4 and 6.7 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of the Note Documents may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of or tender offer or exchange offer for Notes). Section 2.12 hereof and Section 13.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, Issuer and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 6.3 Sections 9.6 and 13.4 hereof, the Trustee will join with the Company Issuer and the Guarantors in the execution of such amended or supplemental indenture or amendment to the Note Documents unless such amended or supplemental indenture directly or amendment to the Note Documents affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture. It is not be necessary for the consent of the Holders of Securities under this Section 9.2 to approve the particular form of any proposed indenture or amendment or waiver, but it is sufficient if such consent approves the substance of the proposed amendment or waiver. After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company will mail to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 and Section 5.13 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.2 may not (with respect to any Securities held by a non-consenting Holder):Note Documents.

With Consent of Holders. The Company and Except as provided in the Trustee may amend or supplement next succeeding paragraphs, this Indenture and or the Securities may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount Principal Amount of the Outstanding Securities of each series of Securities affected by such amendment or supplemental indenture, with each such series voting as a separate class then outstanding (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for such Securities) and), subject to Section 5.8 and Section 5.13 hereof, any existing Default or Event of Default default or compliance with any provision of this Indenture or the Securities may be waived with respect to each series of Securities with the consent of the Holders of a majority in principal amount aggregate Principal Amount of the Outstanding then outstanding Securities of such series voting as a separate class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for such Securities). Upon the request of the Company accompanied by a resolution of its their respective Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee of the documents described in Section 6.3 8.04 hereof, the Trustee will shall join with the Company in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental Indentureindenture. It is shall not be necessary for the consent of the Holders of Securities under this Section 9.2 8.02 to approve the particular form of any proposed amendment or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company will shall mail to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 Sections 4.04 and Section 5.13 4.07 hereof, the application Holders of or a majority in aggregate Principal Amount of the Securities then outstanding may waive compliance with, either generally or in any a particular instance, of instance by the Company with any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities of such seriesSecurities. However, without Without the consent of each Holder affectedHolder, however, an amendment or waiver under this Section 9.2 may not (with respect to any Securities held by a non-consenting Holder):not:

With Consent of Holders. The Company Except as provided below in this Section 9.02, the Parent, the Company, the Issuer, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture Indenture, the Notes and the Securities Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of each series of Securities affected by such amendment or supplemental indenture, with each such series voting as a separate class Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for Securitiesfor, or purchase of, the Notes) and, subject to Section 5.8 this Indenture and Section 5.13 hereofthe Notes, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Securities Notes may be waived with respect to each series of Securities with the consent of the Holders of a majority in principal amount of the Outstanding Securities of such series voting as a separate class Notes then outstanding (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securitiesor purchase of, the Notes); provided, however, that if any amendment, waiver or other modification would only affect the Dollar Notes or the Sterling Notes only the consent of the Holders of at least a majority in principal amount of the then-outstanding Notes of the affected series (and not the consent of the Holders of any other series of Notes) shall be required. Section 2.08 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureIssuer, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee of the documents described in Section 6.3 7.02 hereof, the Trustee will join with the Company Issuer in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indentureindenture. It is not be necessary for the consent of the Holders of Securities under this Section 9.2 9.02 to approve the particular form of any proposed amendment or waiver, but it is sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.2 9.02 becomes effective, the Company Issuer will mail to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuer to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 and Section 5.13 6.07 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities Notes then outstanding may waive compliance in a particular instance by the Issuer with any provision of such seriesthis Indenture or the Notes. However, without the consent of each Holder affected, an amendment amendment, supplement or waiver under this Section 9.2 9.02 may not (with respect to any Securities Notes held by a non-consenting Holder):

With Consent of Holders. The Company and the Trustee may amend or supplement this Indenture and or the Securities Notes with the written consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of each series of Securities affected by such amendment then outstanding Notes (including consents obtained in connection with a tender offer or supplemental indenture, with each such series voting as a separate class exchange offer for the Notes) and any existing Default (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for Securitiesan acceleration of the Notes) and, subject to Section 5.8 and Section 5.13 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Securities Notes may be waived with respect to each series of Securities with the written consent of the Holders of at least a majority in principal amount of the Outstanding Securities of such series voting as a separate class then outstanding Notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securitiesfor the Notes). Upon the request of the Company Company, accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee of the documents described in Section 6.3 9.06 hereof, the Trustee will shall join with the Company in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental Indentureindenture. It is shall not be necessary for the consent of the Holders of Securities under this Section 9.2 to approve the particular form of any proposed amendment or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendmenta supplement, supplement amendment or waiver under this Section 9.2 becomes effective, the Company will shall mail to the Holders of Securities each Note affected thereby a notice briefly describing the amendmentsupplement, supplement amendment or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture indenture, amendment or waiver. Subject to Section 5.8 Sections 6.04(1) and Section 5.13 6.07 hereof, the application Holders of or a majority in principal amount of the Notes then outstanding may waive compliance with, either generally or in any a particular instance, of instance by the Company with any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities of such seriesNotes. However, without the consent of each Holder affected, an a supplement, amendment or waiver under this Section 9.2 may not (with respect to any Securities Notes held by a non-consenting Holder):

With Consent of Holders. The Subject to Sections 6.4 and 6.7 hereof, the Company and the Trustee Trustee, as applicable, may amend amend, or supplement waive any provision of, this Indenture and or the Securities Notes, with the written consent of the Holders of at least a majority in aggregate of the principal amount of the Outstanding Securities of each series of Securities affected by such amendment or supplemental indenture, with each such series voting as a separate class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for Securities) and, subject to Section 5.8 and Section 5.13 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Securities may be waived with respect to each series of Securities with the consent of the Holders of a majority in principal amount of the Outstanding Securities of such series voting as a separate class then outstanding Notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securitiesfor Notes). Upon the request of the Company Company, accompanied by a resolution of its the Board of Directors of the Company authorizing the execution of any such amended supplemental indenture or supplemental indentureamendment, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee of the documents described in Section 6.3 9.6 hereof, the Trustee will shall join with the Company in the execution of such amended or supplemental indenture or amendment unless such amended or supplemental indenture directly or amendment affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental Indentureindenture. It is shall not be necessary for the consent of the Holders of Securities under this Section 9.2 to approve the particular form of any proposed amendment supplemental indenture or waiveramendment, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement a supplemental indenture or waiver amendment under this Section 9.2 becomes effective, the Company will shall mail to the Holders of Securities each Note affected thereby a notice briefly describing the amendment, supplement amendment or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture indenture, amendment or waiver. Subject to Section 5.8 and Section 5.13 Notwithstanding any other provision hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.2 may not (with respect to any Securities Notes held by a non-consenting nonconsenting Holder):

With Consent of Holders. The Company Except as provided below in this Section 9.02, the Issuer, the Guarantors and the Trustee may amend or supplement this Indenture Indenture, the Notes and the Securities Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of each series of Securities affected by such amendment or supplemental indentureNotes (including Additional Notes, with each such series if any) then outstanding voting as a separate single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for Securities) for, or purchase of, the Notes), and, subject to Section 5.8 Sections 6.04 and Section 5.13 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture Indenture, the Guarantees or the Securities Notes may be waived with respect to each series of Securities with the consent of the Holders of a majority in principal amount of the Outstanding Securities of such series then outstanding Notes (including Additional Notes, if any) voting as a separate single class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securitiesor purchase of, the Notes); Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Company Issuer accompanied by a resolution of its Board board of Directors directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee of the documents described in Section 6.3 7.02 hereof, the Trustee will shall join with the Company Issuer and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental Indentureindenture. It is shall not be necessary for the consent of the Holders of Securities under this Section 9.2 9.02 to approve the particular form of any proposed amendment or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.2 9.02 becomes effective, the Company will mail Issuer shall deliver to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuer to mail deliver such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 and Section 5.13 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series. However, without Without the consent of each affected Holder affectedof Notes, an amendment or waiver under this Section 9.2 9.02 may not (not, with respect to any Securities Notes held by a non-consenting Holder)::

With Consent of Holders. The Company Except as provided below in this Section 9.2, the Issuer, the Guarantors and the Trustee may amend or supplement this Indenture Indenture, the Notes and the Securities any Guarantee issued hereunder with the consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of each series of Securities affected by such amendment or supplemental indentureNotes then outstanding, with each such series voting as a separate class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for Securities) and, subject to Section 5.8 and Section 5.13 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Securities may be waived with respect to each series of Securities with the consent of the Holders of a majority in principal amount of the Outstanding Securities of such series voting as a separate class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, SecuritiesNotes, and, subject to Sections 6.4 and 6.7 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, and Additional Interest, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes and the Guarantees may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes, other than Notes beneficially owned by the Issuer or its Affiliates (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Section 2.10 hereof and Section 13.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureIssuer, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 6.3 13.4 hereof, the Trustee will shall join with the Company Issuer and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental Indenture. It is not be necessary for the consent of the Holders of Securities under this Section 9.2 to approve the particular form of any proposed amendment or waiver, but it is sufficient if such consent approves the substance of the proposed amendment or waiver. After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company will mail to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 and Section 5.13 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series. However, without Without the consent of each Holder affectedaffected Holder, an amendment or waiver under this Section 9.2 may not (not, with respect to any Securities Notes held by a non-consenting Holder)::

With Consent of Holders. The Company Except as provided below in this Section 9.2, the Company, the Issuers, any Guarantor, the Trustee, the Collateral Agent and the Trustee other parties thereto, as applicable, may amend or supplement this Indenture any Note Document, and release any (but less than substantially all) of the Securities Collateral, with the consent of the Holders of at least a majority in aggregate principal amount of all the Outstanding Securities of each series of Securities affected by such amendment or supplemental indentureoutstanding Notes issued under this Indenture, with each such series voting as a separate class (including, without limitation, consents obtained in connection with before or after a purchase of, Change of Control or tender offer or exchange offer for Securities) and, subject to Section 5.8 and Section 5.13 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Securities may be waived with respect to each series of Securities with the consent of the Holders of a majority in principal amount of the Outstanding Securities of such series voting as a separate class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, SecuritiesNotes, and any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of any Note Document may be waived with the consent of the Holders of at least a majority in principal amount of all the outstanding Notes issued under this Indenture (including consents obtained before or after a Change of Control or in connection with a purchase of or tender offer or exchange offer for Notes). Section 2.12 hereof and Section 13.4 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureIssuers, and upon the filing with delivery to the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 6.3 9.6 and 13.2 hereof, the Trustee will join with the Company Issuers and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indentureindenture. It is not be necessary for Without the consent of the Holders each Holder of Securities under this Section 9.2 to approve the particular form of any proposed amendment or waiverNotes affected, but it is sufficient if such consent approves the substance of the proposed amendment or waiver. After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company will mail to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will may not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 and Section 5.13 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.2 may not (with respect to any Securities Notes issued thereunder and held by a non-consenting nonconsenting Holder)::

With Consent of Holders. The Company Except as provided below in this Section 9.2, the Issuer, the Guarantors and the Trustee may amend or supplement this Indenture Indenture, any Guarantee and the Securities Notes issued hereunder with the consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of each series of Securities affected by such amendment or supplemental indentureNotes then outstanding and issued under this Indenture, with each such series voting as a separate class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for Securities) for, Notes, and, subject to Section 5.8 Sections 6.4 and Section 5.13 6.7 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, and Additional Interest, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or Indenture, the Securities Notes and the Guarantees may be waived with respect to each series of Securities with the consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series voting as a separate class then outstanding Notes issued under this Indenture (including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, Securitiesfor Notes). Section 2.12 hereof and Section 12.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the Company Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 6.3 Sections 9.6 and 12.4 hereof, the Trustee will join with the Company Issuer and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture. It is not be necessary for Without the consent of the Holders each Holder of Securities under this Section 9.2 to approve the particular form of any proposed amendment or waiverNotes affected, but it is sufficient if such consent approves the substance of the proposed amendment or waiver. After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company will mail to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will may not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 and Section 5.13 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.2 may not (with respect to any Securities Notes issued thereunder and held by a non-consenting nonconsenting Holder)::

With Consent of Holders. The Except as provided below in this Section 9.2, the Company and the Trustee may amend or supplement this Indenture (including, without limitation, Sections 3.5 and 3.10 hereof), the Notes, the Note Guarantees, the Collateral Documents and the Securities Intercreditor Agreement with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.4 and 6.7 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or Special Interest, if any, or interest on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes, the Note Guarantees, the Collateral Documents or the Intercreditor Agreement may be waived with the consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities of each series of Securities affected by such amendment or supplemental indenturethen outstanding Notes (including, with each such series without limitation, Additional Notes, if any) voting as a separate single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for Securities) and, subject to Section 5.8 and Section 5.13 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Securities may be waived with respect to each series of Securities with the consent of the Holders of a majority in principal amount of the Outstanding Securities of such series voting as a separate class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securitiesor purchase of, the Notes). Section 2.11 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.2. Upon the request written direction of the Company to the Trustee accompanied by a resolution of its Board of Directors Resolution authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities Notes as aforesaid, and upon receipt receipt, if requested, by the Trustee from the Company of the documents an Opinion of Counsel and Officers’ Certificate as described in Section 6.3 7.2 hereof, the Trustee will join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless indenture; provided, however, notwithstanding the foregoing clause, if such amended or supplemental indenture directly adversely affects the Trustee’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, discretion decline to enter into such amended or supplemental Indenture. It is not be necessary for the consent of the Holders of Securities under this Section 9.2 to approve the particular form of any proposed amendment or waiver, but it is sufficient if such consent approves the substance of the proposed amendment or waiver. After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company will mail to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 and Section 5.13 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series. However, without Without the consent of each Holder of Notes affected, an amendment amendment, supplement or waiver under this Section 9.2 may not (with respect to any Securities Notes held by a non-consenting Holderholder):

With Consent of Holders. The Company Except as provided below in this Section 9.02, the Issuers, the Guarantors, the Trustee and the Trustee Collateral Agent may amend or supplement this Indenture Indenture, the Notes and the Securities Guarantees and the Supplemental Guarantee or the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of each series of Securities affected by such amendment or supplemental indentureNotes (including Additional Notes, with each such series if any) then outstanding voting as a separate single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for Securities) for, or purchase of, the Notes), and, subject to Section 5.8 Sections 6.04 and Section 5.13 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture Indenture, any Guarantees, the Supplemental Guarantee or the Securities Notes or any Security Document may be waived with respect to each series of Securities with the consent of the Holders of a majority in principal amount of the Outstanding Securities of such series then outstanding Notes (including Additional Notes, if any) voting as a separate single class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securitiesor purchase of, the Notes); Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Company Issuers accompanied by a resolution of its Board their respective boards of Directors directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee of the documents described in Section 6.3 7.02 hereof, the Trustee will shall join with the Company Issuers (and, in respect of any Guarantee or the Supplemental Guarantee, the applicable Guarantors and the Supplemental Guarantor) in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental Indentureindenture. It is shall not be necessary for the consent of the Holders of Securities under this Section 9.2 9.02 to approve the particular form of any proposed amendment or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.2 9.02 becomes effective, the Company will mail Issuers shall deliver to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuers to mail deliver such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 and Section 5.13 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series. However, without Without the consent of each affected Holder affectedof Notes, an amendment or waiver under this Section 9.2 9.02 may not (with respect to any Securities Notes held by a non-consenting Holder):

With Consent of Holders. The Company Subject to Section 608, the Company, the Trustee, the Note Collateral Agent and the Trustee (if applicable) any Subsidiary Guarantor may amend or supplement this Indenture Indenture, the Notes, the Note Security Documents and the Securities any Intercreditor Agreement with the written consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each series of Securities affected by such amendment or supplemental indenture, with each such series voting as a separate class Notes (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for SecuritiesNotes) and, subject and the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes by written notice to Section 5.8 and Section 5.13 hereof, the Trustee (including consents obtained in connection with a tender offer or exchange offer for Notes) may waive any existing Default or Event of Default or compliance by the Company or any Subsidiary Guarantor with any provision of this Indenture Indenture, the Notes, any Subsidiary Guarantee, any Note Security Documents or the Securities may be waived with respect to each any Intercreditor Agreement; provided that (x) if any such amendment or waiver will only affect one series of Securities with Notes (or less than all series of Notes) then outstanding under this Indenture, then only the consent of the Holders of a majority in principal amount of the Outstanding Securities Notes of such series voting as a separate class then outstanding (including including, in each case, consents obtained in connection with a purchase of, or tender offer or exchange offer forfor Notes) shall be required, Securities). Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of (y) if any such amended amendment or supplemental indenture, waiver by its terms will affect a series of Notes in a manner different and upon the filing with the Trustee of evidence satisfactory materially adverse relative to the Trustee manner such amendment or waiver affects other series of Notes, then the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee a majority in principal amount of the documents described in Section 6.3 hereof, the Trustee will join with the Company in the execution Notes of such amended series then outstanding (including, in each case, consents obtained in connection with a tender offer or supplemental indenture unless such amended exchange offer for Notes) shall be required and (z) any amendment or supplemental indenture directly affects the Trustee’s own rights, duties waiver to or immunities under of Section 409(c) of this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture. It is not be necessary for shall only require the consent of the Holders of Securities under this Section 9.2 to approve the particular form of any proposed amendment or waiver, but it is sufficient if such consent approves the substance of the proposed amendment or waiver. After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company will mail to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 and Section 5.13 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities Notes then outstanding that are Initial Notes or Exchange Notes issued in exchange therefor, or Additional Notes issued pursuant to a Notes Supplemental Indenture that specifies that Section 409(c) shall apply to such Notes without any modification, or Exchange Notes issued in exchange for such Additional Notes. Notwithstanding the provisions of such series. Howeverthis Section 902, without the consent of each Holder affected, an amendment or waiver, including a waiver under this pursuant to Section 9.2 613, may not (with respect to any Securities held by a non-consenting Holder):not:

With Consent of Holders. The Company Except as provided below in this Section 9.2, the Issuer, the Guarantors and the Trustee may amend or supplement this Indenture Indenture, any Guarantee and the Securities Notes issued hereunder with the consent of the Holders of at least a majority in aggregate principal amount of all the Outstanding Securities of each series of Securities affected by such amendment or supplemental indentureoutstanding Notes issued under this Indenture, with each such series voting as a separate class (including, without limitation, consents obtained in connection with before or after a purchase of, Change of Control or tender offer or exchange offer for Securities) and, subject to Section 5.8 and Section 5.13 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Securities may be waived with respect to each series of Securities with the consent of the Holders of a majority in principal amount of the Outstanding Securities of such series voting as a separate class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, SecuritiesNotes, and any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes and the Guarantees may be waived with the consent of the Holders of at least a majority in principal amount of all the outstanding Notes issued under this Indenture (including consents obtained before or after a Change of Control or in connection with a purchase of or tender offer or exchange offer for Notes). Section 2.12 hereof and Section 13.4 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureIssuer, and upon the filing with delivery to the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 6.3 9.6 and 13.2 hereof, the Trustee will join with the Company Issuer and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indentureindenture. It is not be necessary for Without the consent of the Holders each Holder of Securities under this Section 9.2 to approve the particular form of any proposed amendment or waiverNotes affected, but it is sufficient if such consent approves the substance of the proposed amendment or waiver. After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company will mail to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will may not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 and Section 5.13 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.2 may not (with respect to any Securities Notes issued thereunder and held by a non-consenting nonconsenting Holder)::

With Consent of Holders. The Company Except as provided below in this Section 9.2, the Issuers, the Guarantors and the Trustee may amend or supplement this Indenture and the Securities Note Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of each series of Securities affected Notes then outstanding and issued under this Indenture, other than Notes beneficially owned by such amendment the Issuers or supplemental indenturetheir Affiliates, with each such series voting as a separate class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for Securities) for, Notes, and, subject to Section 5.8 Sections 6.4 and Section 5.13 6.7 hereof, any existing Default or Event of Default (other than a Default or an Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Securities Note Documents may be waived with respect to each series of Securities with the consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series voting as a separate class then outstanding Notes issued under this Indenture (including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, Securitiesfor Notes). Section 2.12 hereof and Section 13.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the Company Issuers accompanied by a resolution of its Board their Boards of Directors authorizing the execution of any such amended or supplemental indentureindenture or other Note Document, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 6.3 Sections 9.6 and 13.4 hereof, the Trustee will join with the Company Issuers and the Guarantors in the execution of such amended or supplemental indenture or other Note Document unless such amended or supplemental indenture directly or other Note Document affects the Trustee’s own rights, duties or immunities under this Indenture or any other Note Document or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indentureindenture or other Note Document. It is not be necessary for Without the consent of the Holders each Holder of Securities under this Section 9.2 to approve the particular form of any proposed amendment or waiverNotes affected, but it is sufficient if such consent approves the substance of the proposed amendment or waiver. After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company will mail to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will may not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 and Section 5.13 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.2 may not (with respect to any Securities Notes issued thereunder and held by a non-consenting nonconsenting Holder)::

With Consent of Holders. The Company Except as provided Section 9.1 and Section 9.3 of the Trustee Indenture, the Indenture or the Notes may amend be amended or supplement this Indenture and the Securities supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of each series of Securities affected by such amendment or supplemental indenture, with each such series voting as a separate class Notes then outstanding (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for Securities) Notes), and, subject to Section 5.8 Sections 6.8 and Section 5.13 hereof, 6.12 of the Indenture) any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this the Indenture or the Securities Notes may be waived with respect to each series of Securities with the consent of the Holders of a majority in principal amount of the Outstanding Securities of such series voting as a separate class then outstanding Notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer forfor Notes). It shall not be necessary for the consent of the Holders of Notes under this Section 9.2 to approve the particular form of any proposed amendment or waiver, Securities)but it shall be sufficient if such consent approves the substance thereof. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureIndenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Securities Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 6.3 7.2 hereof, the Trustee will shall join with the Company and the Guarantors in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture directly Indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental Indenture. It is not be necessary for the consent of the Holders of Securities under this Section 9.2 to approve the particular form of any proposed amendment or waiver, but it is sufficient if such consent approves the substance of the proposed amendment or waiver. After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company will mail to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 and Section 5.13 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.2 may not (with respect to any Securities held by a non-consenting Holder):.

With Consent of Holders. The Company and Except as provided below in this Section 9.02, the Company, the Trustee and Collateral Trustee, as applicable, may amend or supplement this Indenture Indenture, the Notes, and the Securities other Note Documents with the consent of the Holders of at least 66.67% in aggregate principal amount of the outstanding Notes, and, subject to Section 6.04 and Section 6.07 hereof, compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of at least 66.67% in aggregate principal amount of the outstanding Notes. For the avoidance of doubt, any existing Default or Event of Default may, by notice to the Trustee, be waived by the Holders of a majority in aggregate principal amount of the Outstanding Securities of each series of Securities affected by such amendment or supplemental indenture, outstanding Notes in accordance with each such series voting as a separate class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for Securities) and, subject to Section 5.8 and Section 5.13 6.04 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Securities may be waived with respect to each series of Securities with the consent of the Holders of a majority in principal amount of the Outstanding Securities of such series voting as a separate class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities). Upon the request of the Company accompanied by a resolution of its the Board of Directors of the Company authorizing the execution of any such amended or supplemental indentureindenture or amendment or supplement to any Note Document, and upon the filing with the Trustee and Collateral Trustee, if applicable, of evidence satisfactory to the Trustee of the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee and Collateral Trustee, if applicable, of the documents described in Section 6.3 9.05 hereof, the Trustee will and Collateral Trustee, if applicable, shall join with the Company in the execution of such amended or supplemental indenture or amendment or supplement to any Note Document unless such amended or supplemental indenture directly or amendment or supplement to such Note Document affects the Trustee’s or Collateral Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case each of the Trustee and Collateral Agent may in its discretion, but will shall not be obligated to, enter into such amended or supplemental Indentureindenture or amendment or supplement to such Note Document. It is shall not be necessary for the consent of the Holders of Securities under this Section 9.2 9.02 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.2 9.02 becomes effective, the Company will mail shall send to the Holders of Securities affected thereby (with a copy to the Trustee) a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail send such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 6.04 and Section 5.13 6.07 hereof, the application Holders of or at least 66.67% in aggregate principal amount of the outstanding Notes may waive future compliance with, either generally or in any a particular instance, of instance by the Company with any provision of this Indenture or the Securities may be waived as Notes. Notwithstanding other provisions of this Section 9.02, unless consented to each series of Securities by the Holders of a majority in at least 85.00% of the aggregate principal amount of the Outstanding Securities then outstanding Notes, an amendment, supplement or waiver under this Section 9.02 may not (i) release the Liens for the benefit of such seriesthe Holders of the Notes on all or substantially all of the Collateral, (ii) alter or waive the provisions with respect to the redemption of the Notes described under Section 4.10 or Section 4.14 or (iii) modify or change any provisions of this Indenture affecting the ranking of the Notes in a manner materially adverse to the Holders of the Notes. HoweverNotwithstanding other provisions of this Section 9.02, without the consent of each Holder affected, an amendment amendment, supplement or waiver under this Section 9.2 may not (with respect to any Securities Notes held by a non-consenting Holder):

With Consent of Holders. The Company and Except as provided below in this Section 9.02, the Issuers, the Trustee and Collateral Trustee, as applicable, may amend or supplement this Indenture Indenture, the Notes and the Securities other Note Documents with the consent of the Holders of at least 66.67% in aggregate principal amount of the Notes then outstanding, and, subject to Section 6.04 and Section 6.07 hereof, compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of at least 66.67% in aggregate principal amount of the then outstanding Notes. For the avoidance of doubt, any existing Default or Event of Default may, by notice to the Trustee, be waived by the Holders of a majority in aggregate principal amount of the Outstanding Securities of each series of Securities affected by such amendment or supplemental indenture, outstanding Notes in accordance with each such series voting as a separate class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for Securities) and, subject to Section 5.8 and Section 5.13 6.04 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Securities may be waived with respect to each series of Securities with the consent of the Holders of a majority in principal amount of the Outstanding Securities of such series voting as a separate class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities). Upon the request of the Company Issuers accompanied by a resolution of its their respective Board of Directors authorizing the execution of any such amended or supplemental indentureindenture or amendment or supplement to any Note Document, and upon the filing with the Trustee and Collateral Trustee, if applicable, of evidence satisfactory to the Trustee of the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee and Collateral Trustee, if applicable, of the documents described in Section 6.3 9.05 hereof, the Trustee will and Collateral Trustee, if applicable, shall join with the Company Issuers in the execution of such amended or supplemental indenture or amendment or supplement to any Note Document unless such amended or supplemental indenture directly or amendment or supplement to such Note Document affects the Trustee’s or Collateral Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case each of the Trustee and Collateral AgentTrustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental Indentureindenture or amendment or supplement to such Note Document. It is shall not be necessary for the consent of the Holders of Securities under this Section 9.2 9.02 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.2 9.02 becomes effective, the Company will mail Issuers shall send to the Holders of Securities affected thereby (with a copy to the Trustee) a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuers to mail send such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 6.04 and Section 5.13 6.07 hereof, the application Holders of or at least 66.67% in aggregate principal amount of the Notes then outstanding may waive compliance with, either generally or in any a particular instance, of instance by the Issuers with any provision of this Indenture or the Securities may be waived as Notes. Notwithstanding other provisions of this Section 9.02, unless consented to each series of Securities by the Holders of a majority in at least 85.00% of the aggregate principal amount of the Outstanding Securities then outstanding Notes, an amendment, supplement or waiver under this Section 9.02 may not (i) release the Liens for the benefit of such seriesthe Holders of the Notes on all or substantially all of the Collateral, (ii) alter or waive the provisions with respect to the redemption of the Notes described under Section 4.10, Section 4.14, Section 4.16 and Section 4.18 or (iii) modify or change any provision of this Indenture affecting the ranking of the Notes in a manner materially adverse to the Holders of the Notes. HoweverNotwithstanding other provisions of this Section 9.02, without the consent of each Holder affected, an amendment amendment, supplement or waiver under this Section 9.2 may not (with respect to any Securities Notes held by a non-consenting Holder):

With Consent of Holders. The Company Except as provided below in this Section 9.2, the Company, the Guarantors and the Trustee may amend or supplement this Indenture Indenture, any Guarantee and the Securities Notes issued hereunder with the consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of each series of Securities affected by such amendment or supplemental indentureNotes then outstanding and issued under this Indenture, with each such series voting as a separate class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for Securities) for, Notes, and, subject to Section 5.8 Sections 6.4 and Section 5.13 6.7 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or Indenture, the Securities Notes and the Guarantees may be waived with respect to each series of Securities with the consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series voting as a separate class then outstanding Notes issued under this Indenture (including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, Securitiesfor Notes). Section 2.12 hereof and Section 12.4 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 6.3 Sections 9.6 and 12.4 hereof, the Trustee will join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture. It is not be necessary for Without the consent of the Holders each Holder of Securities under this Section 9.2 to approve the particular form of any proposed amendment or waiverNotes affected, but it is sufficient if such consent approves the substance of the proposed amendment or waiver. After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company will mail to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will may not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 and Section 5.13 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.2 may not (with respect to any Securities Notes issued thereunder and held by a non-consenting nonconsenting Holder)::

With Consent of Holders. The Except as provided in this Section 10.02, the Company and the Trustee may amend or supplement this Indenture and the Securities with the consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities of each series of Securities affected by such amendment or supplemental indenture, with each such series voting as a separate class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for Securities) and, subject to Section 5.8 and Section 5.13 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Securities may be waived with respect to each series of Securities Notes with the written consent of the Holders of a majority in principal amount of the Outstanding Securities of such series voting as a separate class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities)for Notes) of the Holders of at least a majority in principal amount of the then outstanding Notes. Upon the request of the Company Company, accompanied by a resolution of its the Board of Directors of the Company authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee of the documents described in Section 6.3 hereof10.06, the Trustee will shall join with the Company in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental Indentureindenture. It is shall not be necessary for the consent of the Holders of Securities under this Section 9.2 10.02 to approve the particular form of any proposed amendment or waiver, but it is shall be sufficient if such consent approves the substance thereof. The Holders of a majority in principal amount of the proposed amendment or waiver. After an amendment, supplement or waiver under this Section 9.2 becomes effective, Notes then outstanding may waive compliance in a particular instance by the Company will mail to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 and Section 5.13 hereof, the application of or compliance with, either generally or in any particular instance, of with any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of Notes (including waivers obtained in connection with a majority in aggregate principal amount of the Outstanding Securities of such seriestender offer or exchange offer for Notes). However, without the consent of each Holder affected, an amendment or waiver under this Section 9.2 10.02 may not (with respect to any Securities held by a non-consenting Holder):not:

With Consent of Holders. The Company and Company, the Trustee and (if applicable) any Subsidiary Guarantor may amend or supplement this Indenture or the Notes with the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes (including Additional Notes, if any) voting as a single class (including, in each case, consents obtained in connection with a tender offer or exchange offer for Notes) and any Default or Event of Default or compliance by the Securities Company or any Subsidiary Guarantor with any provision of this Indenture, the Notes or any Subsidiary Guarantee may be waived with the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes (including Additional Notes, if any) voting as a single class (including, in each case, consents obtained in connection with a tender offer or exchange offer for Notes); provided that (x) if any such amendment or waiver will only affect one series of Notes (or less than all series of Notes) then Outstanding under this Indenture, then only the consent of the Holders of a majority in aggregate principal amount of all series of Notes (including Additional Notes of such series, if any) then Outstanding that are so affected (including, in each case, consents obtained in connection with a tender offer or exchange offer for Notes) shall be required and (y) if any such amendment or waiver by its terms will affect a series of Notes in a manner different and materially adverse relative to the manner such amendment or waiver affects any other series of Notes, then the consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities Notes (including Additional Notes, if any) of each series of Securities affected by such amendment or supplemental indenture, with each such series voting as a separate class then Outstanding (including, without limitationin each case, consents obtained in connection with a purchase of, or tender offer or exchange offer for SecuritiesNotes) and, subject to Section 5.8 and Section 5.13 hereof, any existing Default or Event of Default or compliance with any provision shall be required. Notwithstanding the foregoing provisions of this Indenture or the Securities may be waived with respect to each series of Securities with the consent of the Holders of a majority in principal amount of the Outstanding Securities of such series voting as a separate class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities). Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee of the documents described in Section 6.3 hereof, the Trustee will join with the Company in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture. It is not be necessary for the consent of the Holders of Securities under this Section 9.2 to approve the particular form of any proposed amendment or waiver, but it is sufficient if such consent approves the substance of the proposed amendment or waiver. After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company will mail to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 and Section 5.13 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series. However902, without the consent of each Holder affected, an amendment or waiver, including a waiver under this pursuant to Section 9.2 613, may not (with respect to any Securities held by a non-consenting Holder):not:

With Consent of Holders. The Except as otherwise provided herein, the Company and the Trustee may amend or supplement this Indenture and or the Securities Notes with the written consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities of each series of Securities affected by such amendment or supplemental indenture, with each such series voting as a separate class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for Securities) and, subject to Section 5.8 and Section 5.13 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Securities may be waived with respect to each series of Securities with the consent of the Holders of at least a majority in principal amount of the Outstanding Securities of such series voting as a separate class then outstanding Notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securitiesfor the Notes). Upon the request of the Company Company, accompanied by a resolution of its the Board of Directors of the Company authorizing the execution of any such amended supplemental indenture or supplemental indentureamendment, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 6.3 9.6 hereof, the Trustee will shall join with the Company in the execution of such amended or supplemental indenture or amendment unless such amended or supplemental indenture directly or amendment affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental Indentureindenture. It is shall not be necessary for the consent of the Holders of Securities under this Section 9.2 to approve the particular form of any proposed amendment supplemental indenture or waiveramendment, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement a supplemental indenture or waiver amendment under this Section 9.2 becomes effective, the Company will shall mail to the Holders of Securities each Note affected thereby a notice briefly describing the amendment, supplement amendment or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture indenture, amendment or waiver. Subject to Section 5.8 Sections 6.8, 6.12, 7.2 and Section 5.13 7.7 hereof, the application Holders of or a majority in principal amount of the Notes then outstanding may waive compliance with, either generally or in any a particular instance, of instance by the Company with any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities of such seriesNotes. However, without the consent of each Holder of Notes affected, an amendment or waiver under this Section 9.2 may not (with respect to any Securities Notes held by a non-consenting HolderHolder of Notes):

With Consent of Holders. The Company Except as provided below in this Section 9.2, this Indenture, the Notes and the Trustee any Note Guarantees may amend be amended or supplement this Indenture and the Securities supplemented with the consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities of each series of Securities affected by such amendment or supplemental indenture, with each such series voting as a separate class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for Securities) and, subject to Section 5.8 and Section 5.13 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Securities may be waived with respect to each series of Securities with the consent of the Holders of at least a majority in principal amount of the Outstanding Securities of such series Notes voting as a separate single class (then outstanding, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, SecuritiesNotes, and, subject to Section 6.4 and 6.7 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes and the Guarantees may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes voting as a single class, other than Notes beneficially owned by the Issuer or its Affiliates (including consents obtained in connection with a purchase of, or tender offer or exchange offer for the Notes). Section 2.11 hereof and Section 12.4 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureIssuer, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 6.3 hereof2.12, the Trustee will shall join with the Company Issuer and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental Indenture. It is not be necessary for the consent of the Holders of Securities under this Section 9.2 to approve the particular form of any proposed amendment or waiver, but it is sufficient if such consent approves the substance of the proposed amendment or waiver. After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company will mail to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 and Section 5.13 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series. However, without Without the consent of each Holder affectedof Notes directly affected thereby, an amendment or waiver under this Section 9.2 may not (not, with respect to any Securities Notes held by a non-consenting Holder)::

With Consent of Holders. The Company Except as provided in Section 9.01 and this Section 9.02, the Issuer, the Guarantors and the Trustee may amend or supplement this Indenture Indenture, the Notes and the Securities Guarantees with the consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities of each series of Securities affected by such amendment or supplemental indenture, with each such series voting as a separate class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for Securities) and, subject to Section 5.8 and Section 5.13 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Securities may be waived with respect to each series of Securities with the consent of the Holders of at least a majority in principal amount of all the Outstanding Securities of such series voting as a separate class (Notes then outstanding, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, SecuritiesNotes and, subject to Section 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees or the Notes issued thereunder may be waived with the consent of the Holders of a majority in principal amount of all the Notes then outstanding (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Company Issuer accompanied by a resolution of its the Board of Directors of the Issuer authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee of the documents described in Section 6.3 hereof, the Trustee will shall join with the Company Issuer and the Guarantors in the execution of such amended or supplemental indenture indenture, unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental Indentureindenture. For clarity, a Guarantor will only be required to execute amendments of the type described in this Section 9.02 if it relates to such Guarantor’s Guarantee. It is shall not be necessary for the consent of the Holders of Securities under this Section 9.2 9.02 to approve the particular form of any proposed amendment or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.2 9.02 becomes effective, the Company will mail Issuer shall send to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuer to mail send such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 and Section 5.13 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series. However, without Without the consent of each Holder affectedaffected Holder, an amendment or waiver under this Section 9.2 9.02 may not (not, with respect to any Securities Notes held by a non-consenting Holder)::

With Consent of Holders. The Company Except as provided in Section 9.01 and this Section 9.02, the Issuers, the Guarantors and the Trustee may amend or supplement this Indenture with respect to a series of Notes, the Notes of such Series and the Securities related Guarantees with the consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities of each series of Securities affected by such amendment or supplemental indenture, with each such series voting as a separate class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for Securities) and, subject to Section 5.8 and Section 5.13 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Securities may be waived with respect to each series of Securities with the consent of the Holders of at least a majority in principal amount of all the Outstanding Securities Notes then outstanding of such each series voting as a separate class (affected thereby, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, SecuritiesNotes of such series and, subject to Section 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes of such series, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees or the Notes of such series issued thereunder may be waived with the consent of the Holders of a majority in principal amount of all the Notes then outstanding of each series affected thereby (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes of such series). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Company Issuers accompanied by a resolution of its the Board of Directors of each Issuer authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee of the documents described in Section 6.3 hereof, the Trustee will shall join with the Company Issuers and the Guarantors in the execution of such amended or supplemental indenture indenture, unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental Indentureindenture. It is shall not be necessary for the consent of the Holders of Securities under this Section 9.2 9.02 to approve the particular form of any proposed amendment or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.2 9.02 becomes effective, the Company will mail Issuers shall send to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuers to mail send such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 and Section 5.13 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series. However, without Without the consent of each Holder affectedaffected Holder, an amendment or waiver under this Section 9.2 9.02 may not (not, with respect to any Securities Notes of a series held by a non-consenting Holder)::

With Consent of Holders. The Company Except as provided in Section 9.01 and this Section 9.02, the Issuer, the Guarantors and the Trustee may amend or supplement this Indenture with respect to a series of Notes, the Notes of such series and the Securities related Guarantees with the consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities of each series of Securities affected by such amendment or supplemental indenture, with each such series voting as a separate class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for Securities) and, subject to Section 5.8 and Section 5.13 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Securities may be waived with respect to each series of Securities with the consent of the Holders of at least a majority in principal amount of all the Outstanding Securities Notes then outstanding of such each series voting as a separate class (affected thereby, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, SecuritiesNotes of such series and, subject to Section 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes of such series, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees or the Notes of such series issued thereunder may be waived with the consent of the Holders of a majority in principal amount of all the Notes then outstanding of each series affected thereby (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes of such series). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Company Issuer accompanied by a resolution of its the Board of Directors of the Issuer authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee of the documents described in Section 6.3 hereof, the Trustee will shall join with the Company Issuer and the Guarantors in the execution of such amended or supplemental indenture indenture, unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental Indentureindenture. For clarity, a Guarantor will only be required to execute amendments of the type described in this Section 9.02 if it relates to such Guarantor’s Guarantee. It is shall not be necessary for the consent of the Holders of Securities under this Section 9.2 9.02 to approve the particular form of any proposed amendment or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.2 9.02 becomes effective, the Company will mail Issuer shall send to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuer to mail send such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 and Section 5.13 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series. However, without Without the consent of each Holder affectedaffected Holder, an amendment or waiver under this Section 9.2 9.02 may not (not, with respect to any Securities Notes of a series held by a non-consenting Holder)::

With Consent of Holders. The Except as provided below in this ‎Section 9.02, the Company and the Trustee may amend or supplement this Indenture Indenture, the Notes, the Guarantees and the Securities Collateral Documents with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07, any existing Default or Event of Default or compliance with any provision of this Indenture, the Notes, the Guarantees or the Collateral Documents may be waived with the consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities of each series of Securities affected by such amendment or supplemental indenturethen outstanding Notes (including, with each such series without limitation, Additional Notes, if any) voting as a separate single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for Securities) and, subject to Section 5.8 and Section 5.13 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Securities may be waived with respect to each series of Securities with the consent of the Holders of a majority in principal amount of the Outstanding Securities of such series voting as a separate class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securitiesor purchase of, the Notes). ‎Section 2.11 shall determine which Notes are considered to be “outstanding” for purposes of this ‎Section 9.02. Upon the request of the Company accompanied by a resolution of its Board of Directors Resolution authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 6.3 hereof‎Section 7.02, the Trustee will join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless indenture, except that the Trustee need not execute such amended or supplemental indenture directly if the Trustee reasonably believes that such amended or supplemental indenture adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture. It is not be necessary for Without the consent of the Holders each Holder of Securities under this Section 9.2 to approve the particular form of any proposed amendment or waiverNotes affected, but it is sufficient if such consent approves the substance of the proposed amendment or waiver. After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company will mail to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 and Section 5.13 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.2 may not (with respect to any Securities Notes held by a non-consenting Holder):

With Consent of Holders. The Company Except as provided below in this Section 9.02, the Company, the Trustee and the Trustee Notes Collateral Agent may amend or supplement this Indenture and Indenture, the Securities Notes, the Guarantees, the Security Documents, the Equal Priority Intercreditor Agreement, any Junior Priority Intercreditor Agreement or in any other Customary Intercreditor Agreement with the consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of each series of Securities affected by such amendment or supplemental indenturethen outstanding Notes (including Additional Notes, with each such series if any) voting as a separate single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for Securities) for, or purchase of, the Notes), and, subject to Section 5.8 6.04 and Section 5.13 hereof6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture Indenture, the Guarantees, the Notes, the Security Documents, the Equal Priority Intercreditor Agreement, any Junior Priority Intercreditor Agreement or the Securities in any other Customary Intercreditor Agreement may be waived with respect to each series of Securities with the consent of the Holders of a majority in principal amount of the Outstanding Securities of such series then outstanding Notes (including Additional Notes, if any) voting as a separate single class (including consents obtained in connection with a tender offer or (including a Change of Control Offer) exchange 108 offer for, or purchase of, the Notes). Section 2.08 and Section 2.09 shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Notwithstanding the foregoing, without the consent of the Holders of at least 66 2/3% in aggregate principal amount of the Notes then outstanding, no amendment or tender offer waiver may (A) make any change in any Security Document, the Equal Priority Intercreditor Agreement, any Junior Priority Intercreditor Agreement or exchange offer forany other Customary Intercreditor Agreement or the provisions in this Indenture dealing with Collateral or application of trust proceeds of the Collateral with the effect of releasing the Liens on all or substantially all of the Collateral which secure the Secured Notes Obligations or (B) change or alter the priority of Liens securing the Secured Notes Obligations in any material portion of the Collateral in any way materially adverse, Securities)taken as a whole, to the Holders, other than, in each case, as provided under the terms of this Indenture, the Notes, the Security Documents or the Equal Priority Intercreditor Agreement. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with delivering to the Trustee and the Notes Collateral Agent of evidence satisfactory to the Trustee of the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee and the Notes Collateral Agent of the documents described in Section 6.3 hereof9.06, the Trustee will and the Notes Collateral Agent shall join with the Company in the execution of such amended or supplemental indenture or other amendments or supplements unless such amended or supplemental indenture directly or other documents or supplements affects the Trustee’s or the Notes Collateral Agent’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee and the Notes Collateral Agent, as applicable, may in its discretion, but will shall not be obligated to, enter into such amended or supplemental Indentureindenture. It is shall not be necessary for the consent of the Holders of Securities under this Section 9.2 9.02 to approve the particular form of any proposed amendment or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.2 9.02 becomes effective, the Company will mail shall deliver to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail deliver such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 and Section 5.13 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series. However, without Without the consent of each Holder affectedaffected Holder, an amendment or waiver under this Section 9.2 9.02 may not (with respect to any Securities Notes held by a non-consenting Holder):