Common use of With Consent of Holders Clause in Contracts

With Consent of Holders. Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture, the Notes and the Note Guarantees with the consent of the Holders of 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 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of, premium, if any, or interest on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate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). 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 as aforesaid, and upon receipt by the Trustee of the documents described in Section 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 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 under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes or the Note Guarantees. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders. Except as provided below in this Section 9.029.2, the Company Company, the Guarantors and the Trustee may amend amend, supplement or supplement otherwise modify this Indenture, any Guarantee and the Notes and the Note Guarantees issued hereunder with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes and issued under this Indenture (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), ) and, subject to Sections 6.04 and 6.07 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 oninterest, 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 or and the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes issued under this Indenture (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the 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 indentureCompany, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 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 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 under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes or the Note Guarantees. However, without Without the consent of each Holder of Notes affected, an amendment, supplement amendment or waiver under this Section 9.02 may not (not, with respect to any Notes held by a non-consenting Holder)::

With Consent of Holders. Except as provided below in this Section 9.02, the Company Company, the Co-Issuer, the Guarantors (solely with respect to the Guarantee to which it is a party) and the Trustee may amend or supplement this Indenture, the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, 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, 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 Guarantees or the Note Guarantees Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, including Additional Notes, if any) ), other than Notes beneficially owned by the Company or its Affiliates, voting as a single class (including consents obtained in connection with a tender offer or exchange offer or 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, then only the consent of the Holders of a majority in principal amount of the Notes of such series then outstanding (including, without limitationin each case, consents obtained in connection with a tender offer or exchange offer for, or offer to purchase of, 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 as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will shall join with the Company Company, the Co-Issuer 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 under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail Issuers shall deliver to the Holders 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 deliver such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes or the Note Guarantees. However, without Without the consent of each affected Holder affected(including, for the avoidance of doubt, any Notes held by Affiliates), an amendment, supplement amendment or waiver under this Section 9.02 may not (not, with respect to any Notes held by a non-consenting Holder)::

With Consent of Holders. Except as otherwise provided below in this Section 9.02herein, the Company and the Trustee may amend or supplement this Indenture, the Notes and or the Note Subsidiary Guarantees with the written 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, including 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 Notes or the Note Guarantees may be waived with the consent of the Holders of 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, for 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 Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.6 hereof, the Trustee will shall join with the Company and the Subsidiary Guarantors 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 under this Section 9.02 to approve the particular form of any proposed supplemental indenture or amendment, supplement or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement a supplemental indenture or waiver amendment under this Section 9.02 9.2 becomes effective, the Company will shall mail to the Holders of 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 Sections 6.04 6.8 and 6.07 6.12 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes Indenture or the Note GuaranteesNotes. However, without the consent of each Holder of Notes affected, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting HolderHolder of Notes):

With Consent of Holders. Except as provided below in the next succeeding paragraphs, this Section 9.02, Indenture or the Company and the Trustee Securities may amend be amended or supplement this Indenture, the Notes and the Note Guarantees supplemented with the consent of the Holders of at least a majority in aggregate principal amount Principal Amount of the Securities then outstanding Notes (includingaffected by such supplemental indenture, 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 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 Indenture or the Note Guarantees Securities of any series may be waived with the consent of the Holders of a majority in aggregate principal amount 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 Securities affected by such default or exchange offer for, or purchase of, the Notes)compliance. 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 as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 8.04 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 under this Section 9.02 8.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 5.04 and 6.07 5.07 hereof, the Holders of a majority in aggregate principal amount Principal Amount of the Notes Securities then outstanding voting as a single class affected may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes Indenture or the Note Guaranteessuch Securities. However, without Without the consent of each Holder affectedaffected hereby, however, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):not:

With Consent of Holders. Except as provided below in this Section 9.02, the Company The Partnership and the Trustee may amend or supplement this Indenture, the Notes Securities Guarantees and the Note Guarantees Securities with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (includingOutstanding Securities of each series of Securities affected by such amendment or supplemental indenture, without limitation, Additional Notes, if any) with each such series voting as a single separate class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), Securities) and, subject to Sections 6.04 Section 5.8 and 6.07 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, the Notes Securities Guarantees or the Note Guarantees 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 then outstanding Notes (including, without limitation, Additional Notes, if any) Outstanding Securities of such series voting as a single separate class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the NotesSecurities). 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 as aforesaid, and upon receipt by the Trustee of the documents described in Section 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 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 9.02 9.2 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereofof the proposed amendment, supplement or waiver. After an amendment, supplement or waiver under this Section 9.02 Article Nine becomes effective, the Company Partnership will mail to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Partnership to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or amendment, supplemental indenture or waiver. Subject to Sections 6.04 Section 5.8 and 6.07 Section 5.13 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this 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 Notes then outstanding Outstanding Securities of such series voting as a single separate class may waive compliance (including consents obtained in connection with a particular instance by purchase of, or tender offer or exchange offer for, Securities). Notwithstanding anything contained herein to the Company with any provision of this Indenture, the Notes or the Note Guarantees. Howevercontrary, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 9.2 may not (with respect to any Notes Securities held by a non-consenting Holder):

With Consent of Holders. Except as provided below in the next succeeding paragraphs, this Section 9.02, Indenture or the Company and the Trustee Securities may amend be amended or supplement this Indenture, the Notes and the Note Guarantees supplemented with the consent of the Holders of at least a majority in aggregate principal amount Principal Amount of the Securities then outstanding Notes (includingaffected by such supplemental indenture, 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 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 Indenture or the Note Guarantees Securities of any series may be waived with the consent of the Holders of a majority in aggregate principal amount 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 Securities affected by such default or exchange offer for, or purchase of, the Notes)compliance. 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 as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.04 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 under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 5.04 and 6.07 5.07 hereof, the Holders of a majority in aggregate principal amount Principal Amount of the Notes Securities then outstanding voting as a single class affected may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes Indenture or the Note Guaranteessuch Securities. However, without Without the consent of each Holder affectedaffected hereby, however, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):not:

With Consent of Holders. (a) Except as provided below in this Section 9.029.2, the Company Issuer, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes and the Note Guarantees Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (includingand issued under this Indenture, without limitation, 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, or purchase of, the Notes), and, subject to Sections 6.04 6.4 and 6.07 6.7 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance by the Issuer or any Restricted Subsidiary with any provision of this Indenture, the Notes or the Note Guarantees Documents may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes issued under this Indenture (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a purchase of or tender offer or exchange offer for, or purchase of, the 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 Issuer 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 Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 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 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 under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes or the Note Guarantees. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):.

With Consent of Holders. Except as otherwise provided below in this Section 9.02herein, the Company and the Trustee may amend or supplement this Indenture, the Collateral Documents, the Notes and or the Note Subsidiary Guarantees with the written 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, including 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 Notes or the Note Guarantees may be waived with the consent of the Holders of 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, for 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 Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.6 hereof, the Trustee will shall join with the Company and the Subsidiary Guarantors 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 under this Section 9.02 to approve the particular form of any proposed supplemental indenture or amendment, supplement or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement a supplemental indenture or waiver amendment under this Section 9.02 9.2 becomes effective, the Company will shall mail to the Holders of 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 Sections 6.04 6.8 and 6.07 6.12 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes Indenture or the Note GuaranteesNotes. However, without the consent of each Holder of Notes affected, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting HolderHolder of Notes):

With Consent of Holders. Except as provided below in this Section 9.02902, the Company and the Trustee may amend or supplement this Indenture, the Notes Indenture and the Note Guarantees Securities of any series may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount at maturity of the Securities of that series then outstanding Notes (including, without limitation, Additional Notes, if any) Outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notesthat series of Securities), and, subject to Sections 6.04 504 and 6.07 507 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 onand interest, the Notesif any, on such Securities, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes Indenture or the Note Guarantees such Securities may be waived with the consent of the Holders of a majority in aggregate principal amount at maturity of the then outstanding Notes (including, without limitation, Additional Notes, if any) Outstanding Securities of that series voting as a single class (including, including without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notesthat series of Securities). 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 that series of Securities as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof603 of this Indenture, 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 9.02 902 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will shall mail to the Holders of Securities of any series affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 504 and 6.07 507 hereof, the Holders of a majority in aggregate principal amount at maturity of the Notes a series of Securities then outstanding Outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes Indenture or the Note GuaranteesSecurities. However, without the consent of each Holder of a series of Securities affected, an amendment, supplement amendment or waiver under this Section 9.02 902 may not (with respect to any Notes the series of Securities held by a non-consenting Holder):

With Consent of Holders. Except as provided in Section 8.01 or below in this Section 9.028.02, the Company Company, the Guarantor, the Trustee and the Trustee Securities Administrator may amend or supplement this Indenture, Indenture or any of the Notes and the Note Guarantees Securities with the consent (including consents obtained in connection with a tender offer or exchange offer for the Securities or a solicitation of consents in respect of the Securities, provided that in each case such offer or solicitation is made to all Holders of the Securities then outstanding on equal terms) of the Holders of a majority in aggregate principal amount of the Securities then outstanding Notes affected thereby. The Holders of a majority in aggregate principal amount of the Securities then outstanding may waive compliance in a particular instance by the Company or the Guarantor with any provision of this Indenture or the Securities (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents including waivers obtained in connection with a tender offer or exchange offer forfor such Securities or a solicitation of consents in respect of such Securities, provided that in each case such offer or purchase of, the Notes), and, subject solicitation is made 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 all Holders 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 or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the Securities 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 Noteson equal terms). Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing and the execution of any such amended or supplemental indenture, Guarantor and upon the filing with the Trustee and the Securities Administrator of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee and the Securities Administrator of the documents described in Section 7.02 hereof8.06, the Trustee will and the Securities Administrator shall join with the Company and the Guarantors Guarantor in the execution of such amended or any supplemental indenture unless entered into to effect any 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 under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 8.02 becomes effective, the Company will mail shall send to the Holders of each Security affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail send such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture amendment, supplement or waiver. Subject to Sections 6.04 and 6.07 hereof, It shall not be necessary for the consent of the Holders under this Section 8.02 to approve the particular form of a majority in aggregate principal amount of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes or the Note Guaranteessubstance thereof. However, without Without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 8.02 may not (with respect to any Notes held by a non-consenting Holder):not:

With Consent of Holders. Except as provided below in this Section 9.029.2, the Company Company, the Guarantors and the Trustee Trustee, if applicable, may amend or supplement this Indenture, the Notes and the any Note Guarantees Document with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (includingand issued under this Indenture, without limitation, 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, or purchase of, the Notes), and, subject to Sections 6.04 6.4 and 6.07 6.7 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on, 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 or and the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes issued under this Indenture (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a purchase of or tender offer or exchange offer for, or purchase of, the for 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 Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 Sections 9.6 and 12.2 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 Indentureindenture. It is not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes or the Note Guarantees. However, without Without the consent of each Holder of Notes affected, an amendment, supplement or waiver under this Section 9.02 may not (not, with respect to any Notes issued thereunder and held by a non-consenting nonconsenting Holder)::

With Consent of Holders. Except as provided below in this Section 9.029.2, the Company Company, any Guarantor and the Trustee together may amend or supplement this Indenture, the Notes and the Note Guarantees any Subsidiary Guarantee with the written 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, including consents obtained in connection with a tender offer purchase of 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 Notes or the Note Guarantees may be waived with the consent of the Holders of 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 for 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 as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.6 hereof, the Trustee will shall join with the Company and any Guarantor, as the Guarantors 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 under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement amendment or waiver under this Section 9.02 9.2 becomes effective, the Company will shall mail to the Holders of 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 or waiver. Subject to Sections 6.04 6.4 and 6.07 6.7 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as (including consents obtained in connection with a single class purchase of or a tender offer or exchange offer for Notes) may waive any existing default or compliance in a particular instance by the Company or any Guarantor with any provision of this Indenture, the Notes Indenture or the Note GuaranteesNotes. However, without the consent of each Holder affected, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders. Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture, the Notes and the Note Guarantees with the consent of the Holders of 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 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 or the Note Guarantees may be waived with the consent of the Holders of 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). 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 as aforesaid, and upon receipt by the Trustee of the documents described in Section Sections 7.02 and 9.05 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 Indentureindenture. It is not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes or the Note Guarantees. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders. Except as provided below in this Section 9.028.02, the Company Company, each Guarantor, if any, the Trustee and the Trustee Securities Administrator may amend or supplement this Indenture, the Notes and the Note Guarantees Indenture with the consent (including consents obtained in connection with a tender offer for the Securities or a series of Securities or a solicitation of consents in respect of the Securities or a series of Securities, provided that such offer or solicitation is made to all Holders of the applicable series of Securities then outstanding on equal terms) of the Holders of at least a majority in aggregate principal amount of the series of Securities affected by such supplemental indenture then outstanding affected thereby. The Holders of a majority in aggregate principal amount of the Securities of a series then outstanding Notes may waive compliance in a particular instance by the Company or any Guarantor with any provision of this Indenture or the applicable Securities (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents including waivers obtained in connection with a tender offer for such Securities or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event a solicitation of Default (other than a Default or Event consents in respect 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 or the Note Guarantees may be waived with the consent of the Holders of 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)such Securities. Upon the request of the Company and each Guarantor, if any, accompanied by a resolution of its the Board of Directors of each of the Company and each Guarantor, if any, authorizing the execution of any supplemental indenture entered into to effect any such amended amendment, supplement or supplemental indenturewaiver, and upon the filing with the Trustee and the Securities Administrator of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee and the Securities Administrator of the documents described in Section 7.02 hereof8.06, the Trustee will and the Securities Administrator shall join with the Company and the Guarantors each Guarantor, 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 not be obligated to, enter into such amended or supplemental Indenture. It is not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereofindenture. After an amendment, supplement or waiver under this Section 9.02 8.02 becomes effective, the Company will mail shall send to the Holders of each Security affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail send such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture amendment, supplement or waiver. Subject to Sections 6.04 and 6.07 hereof, It shall not be necessary for the consent of the Holders under this Section 8.02 to approve the particular form of a majority in aggregate principal amount of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes or the Note Guaranteessubstance thereof. However, without Without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 8.02 may not (with respect to any Notes held by a non-consenting Holder):not:

With Consent of Holders. Except as provided in Section 9.01 and below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture, the Notes Notes, and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notes 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 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, if any, premium or interest on, 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 Guarantees or the Note Guarantees Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if anyother than Notes beneficially owned by the Company or its Affiliates in accordance with Section 2.09) voting as a single class (including, without limitation, including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the 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. 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 as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof9.06, 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 their 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 under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail shall deliver to the Holders 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 Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes or the Note Guarantees. However, without Without the consent of each Holder affectedaffected Holder, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders. Except as provided below in this Section 9.02The Partnership, the Company Guarantors (if any) and the Trustee may amend or supplement this Indenture, the Notes Securities Guarantee and the Note Guarantees Securities with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (includingOutstanding Securities of each series of Securities affected by such amendment or supplemental indenture, without limitation, Additional Notes, if any) with each such series voting as a single separate class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), Securities) and, subject to Sections 6.04 Section 5.8 and 6.07 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, the Notes Securities Guarantee or the Note Guarantees 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 then outstanding Notes (including, without limitation, Additional Notes, if any) Outstanding Securities of such series voting as a single separate class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the NotesSecurities). 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 as aforesaid, and upon receipt by the Trustee of the documents described in Section 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 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 9.02 9.2 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereofof the proposed amendment, supplement or waiver. After an amendment, supplement or waiver under this Section 9.02 9.2 becomes effective, the Company Partnership will mail to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Partnership to mail such notice, or any defect therein, will 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 Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes or the Note Guarantees. Howevercontrary, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 9.2 may not (with respect to any Notes Securities held by a non-consenting Holder):

With Consent of Holders. Except as provided below in All other modifications and amendments of this Section 9.02, the Company and the Trustee Indenture may amend or supplement this Indenture, the Notes and the Note Guarantees be made with the consent of the Holders of a majority in aggregate the then outstanding 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 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 or the Note Guarantees may be waived with the consent of the Holders of 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). 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 as aforesaid, and upon receipt by the Trustee of the documents described in Section 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 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 under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes or the Note Guarantees. Howeverthat, without the consent of each Holder affectedof the Notes affected thereby, an no amendment may, directly or indirectly: (i) reduce the amount of Notes whose Holders must consent to any amendment; (ii) reduce the rate of or change or have the effect of changing the time for payment of interest, supplement including defaulted interest, on any Notes; (iii) reduce the principal of or waiver under change or have the effect of changing the fixed maturity of any Notes, or change the date on which any Notes may be subject to redemption or repurchase, or reduce the redemption or repurchase price therefor; (iv) make any Notes payable in money other than that stated in the Notes; (v) make any change in provisions of this Section 9.02 may not Indenture protecting the right of each Holder of a Note to receive payment of principal of and interest on such Note on or after the due date thereof or to bring suit to enforce such payment or permitting Holders of a majority in principal amount of Notes to waive Defaults or Events of Default; (vi) amend, change or modify in any material respect the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control or make and consummate a Net Proceeds Offer with respect to any Asset Sale that has been consummated or modify any of the provisions or definitions with respect thereto; (vii) modify or change any provision of this Indenture or Section 1.01 affecting the ranking of the Notes held by or any Guarantee in a non-consenting Holder):manner which adversely affects the Holders; or (viii) release any Subsidiary Guarantor from any of its obligations under its Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture.

With Consent of Holders. Except as provided below in this Section 9.028.02, the Company Company, the Guarantor and the Trustee may amend or supplement this Indenture, the Notes and the Note Guarantees Indenture with the consent of the Holders of 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, including consents obtained in connection with a tender offer or exchange offer for, for the Securities or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event a solicitation of Default (other than a Default or Event of Default consents in the payment respect of the principal ofSecurities, premium, if any, provided that in each case such offer 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 or the Note Guarantees may be waived with the consent solicitation is made to all Holders of the Securities then outstanding on equal terms) of the Holders of at least a majority in aggregate principal amount of the Securities then outstanding affected thereby. The Holders of a majority in aggregate principal amount of the Securities then outstanding Notes may waive compliance in a particular instance by the Company or the Guarantor with any provision of this Indenture or the Securities (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents including waivers obtained in connection with a tender offer or exchange offer forfor the Securities or a solicitation of consents in respect of the Securities, provided that in each case such offer or purchase of, solicitation is made to all Holders of the NotesSecurities then outstanding on equal terms). Upon the request of the Company and the Guarantor accompanied by a resolution of its the Board of Directors of each of the Company and the Guarantor authorizing the execution of any supplemental indenture entered into to effect any such amended amendment, supplement or supplemental indenturewaiver, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof8.06, the Trustee will shall join with the Company and the Guarantors 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 not be obligated to, enter into such amended or supplemental Indenture. It is not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereofindenture. After an amendment, supplement or waiver under this Section 9.02 8.02 becomes effective, the Company will shall mail to the Holders of each Security affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture amendment, supplement or waiver. Subject to Sections 6.04 and 6.07 hereof, It shall not be necessary for the consent of the Holders under this Section 8.02 to approve the particular form of a majority in aggregate principal amount of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes or the Note Guaranteessubstance thereof. However, without Without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 8.02 may not (with respect to any Notes held by a non-consenting Holder):not:

With Consent of Holders. Except as provided below in this Section 9.02, the The Company and the Trustee may amend or supplement this Indenture, the Notes and the Note Guarantees enter into an indenture or indentures supplemental hereto with the written consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes. The Holders of a majority in principal amount of the 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 forthen outstanding may, 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 Notes or the Note Guarantees may be waived Trustee with the written consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (includingmay, without limitation, Additional Notes, if any) voting as waive compliance in a single class (including, without limitation, consents obtained in connection particular instance by the Company with a tender offer any provision of this Indenture or exchange offer for, or purchase of, the Notes). Upon the request of the Company Company, accompanied by a resolution of its the Board of Directors 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 as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.6 hereof, the Trustee will shall 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 '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 amendment or supplemental Indentureindenture. It is shall not be necessary for the consent of the Holders under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement supplemental indenture or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement supplemental indenture or waiver under Section 9.1 or this Section 9.02 9.2 becomes effective, the Company will shall mail to the Holders of each Note affected thereby a copy of such amendment, supplemental indenture or waiver and a notice briefly describing the amendment, supplement supplemental indenture 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 amendment, supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, Notwithstanding the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision first paragraph of this Indenture, the Notes or the Note Guarantees. HoweverSection 9.2, without the consent of each Holder affected, an amendment, supplement supplemental indenture or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):9.2 shall not:

With Consent of Holders. Except as provided below in this Section 9.02, the Company Company, the Guarantors and the Trustee may amend or supplement this IndentureIndenture (including Sections 3.09, 4.10 and 4.15 hereof) and the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, 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, 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, Additional Interest, if any, or interest on, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, 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 then outstanding Notes (including, without limitation, 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, or purchase of, the Notes). Section 2.10 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 indentureIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 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 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 shall not be obligated to, enter into such amended or supplemental Indenture. It is shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes Indenture or the Note GuaranteesNotes. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders. Except as provided in Section 8.01 or below in this Section 9.028.02, the Company Company, the Guarantors and the Trustee may amend or supplement this Indenture, Indenture or each series of the Notes and the Note Guarantees Securities with the consent (including consents obtained in connection with a tender offer or exchange offer for such Securities or a solicitation of consents in respect of such Securities, provided that in each case such offer or solicitation is made to all Holders of the Securities of such series then outstanding on equal terms) of the Holders of a majority in aggregate principal amount of the Securities of such series then outstanding Notes affected thereby. The Holders of a majority in aggregate principal amount of the Securities of any series then outstanding may waive compliance in a particular instance by the Company or the Guarantors with any provision of this Indenture or the Securities of such series (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents including waivers obtained in connection with a tender offer or exchange offer forfor such Securities or a solicitation of consents in respect of such Securities, provided that in each case such offer or purchase of, the Notes), and, subject solicitation is made 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 all Holders 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 Securities of this Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the such series 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 Noteson equal terms). Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing and the execution of any such amended or supplemental indenture, Guarantors and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof8.06, the Trustee will shall join with the Company and the Guarantors in the execution of such amended or any supplemental indenture unless entered into to effect any 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 under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 8.02 becomes effective, the Company will mail shall send to the Holders of each Security of the series affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail send such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture amendment, supplement or waiver. Subject to Sections 6.04 and 6.07 hereof, It shall not be necessary for the consent of the Holders under this Section 8.02 to approve the particular form of a majority in aggregate principal amount of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes or the Note Guaranteessubstance thereof. However, without Without the consent of each Holder of the series affected, an amendment, supplement or waiver under this Section 9.02 8.02 may not (with respect to any Notes held by a non-consenting Holder):not:

With Consent of Holders. Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture, and the Notes and the Note Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, 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, 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, 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 then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a tender offer or exchange offer for, or purchase of, for 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 indentureCompany, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described an Officers' Certificate and an Opinion of Counsel in compliance with Section 7.02 1.05 hereof, the Trustee will shall 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 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 amendment or supplemental Indentureindenture. It is shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed supplemental indenture or amendment, supplement or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will shall mail to the Holders of each Note 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 amendment or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes Indenture or the Note GuaranteesNotes. However, without the consent of each Holder of Notes affected, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Notes Note held by a non-consenting Holder):

With Consent of Holders. Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture, the Notes and the Note Guarantees 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 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, 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 or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, the 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). 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 Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 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 the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes or the Note Guarantees. However, without Without the consent of each Holder of Notes affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders. Except as provided below in this Section 9.02, the Company and the Trustee may amend this Indenture or supplement this Indenture, the Notes and the Note Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, 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, 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, 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 then then-outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a tender offer or exchange offer for, or purchase of, for 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 indentureCompany, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described an Officers’ Certificate and an Opinion of Counsel in compliance with Section 7.02 13.03 hereof, the Trustee will shall 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 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 shall not be obligated to, enter into such amended amendment or supplemental Indentureindenture. It is shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed supplemental indenture or amendment, supplement or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will shall mail to the Holders of each Note 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 amendment or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes Indenture or the Note GuaranteesNotes. However, without the consent of each Holder of Notes affected, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Notes Note held by a non-consenting Holder):

With Consent of Holders. Except as provided below in this Section 9.02, the Company this Indenture (including Sections 3.09, 4.10 and the Trustee may amend or supplement this Indenture4.15 hereof), the Subsidiary Guarantees or the Notes and the Note Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, 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, or purchase of, the Notes), and, subject to Sections 6.02, 6.04 and 6.07 hereof6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on, on the Notes, except Notes including in connection with an offer to purchase but excluding a payment default resulting from an acceleration that has been rescinded) ), or compliance with any provision of this Indenture, the Notes Subsidiary Guarantees or the Note Guarantees Notes may be waived with the consent of the Holders of 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 purchase of, or tender offer or exchange offer for, or 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 indentureIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof7.02, the Trustee will shall join with the Company and the Guarantors each Guarantor in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture Indenture directly affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental Indenture. It is shall not be necessary for the consent of the Holders under this Section 9.02 or pursuant to Article 13 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver. Subject to Sections 6.02, 6.04 and 6.07 hereof6.07, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes Indenture or the Note GuaranteesNotes. However, without the consent of each Holder affected, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders. Except as provided below in this Section 9.02, the Company Issuer, the Co-Issuer, the Guarantors (solely with respect to the Guarantee to which it is a party) and the Trustee may amend or supplement this Indenture, the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, 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, 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 Guarantees or the Note Guarantees Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, including Additional Notes, if any) ), other than Notes beneficially owned by the Issuer or its Affiliates, voting as a single class (including consents obtained in connection with a tender offer or exchange offer or 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, then only the consent of the Holders of a majority in principal amount of the Notes of such series then outstanding (including, without limitationin each case, consents obtained in connection with a tender offer or exchange offer for, or offer to purchase of, 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 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 as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will shall join with the Company Issuer, the Co-Issuer 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 under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail Issuers shall deliver to the Holders 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 deliver such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes or the Note Guarantees. However, without Without the consent of each affected Holder affected(including, for the avoidance of doubt, any Notes held by Affiliates), an amendment, supplement amendment or waiver under this Section 9.02 may not (not, with respect to any Notes held by a non-consenting Holder)::

With Consent of Holders. Except as provided below in this Section 9.029.2, the Company Issuer, the Guarantors and the Trustee may amend or supplement this Indenture, any Guarantee, and the Notes and the Note Guarantees issued hereunder, with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (includingand issued under this Indenture, without limitation, 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, or purchase of, the Notes), and, subject to Sections 6.04 6.4 and 6.07 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, 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 or and the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes issued under this Indenture (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a purchase of or tender offer or exchange offer for, or purchase of, the for Notes). Section 2.12 and Section 14.4 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 amendment, supplement or supplemental indenturemodification, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereofSections 9.6 and 14.4, the Trustee will join with the Company Issuer and the Guarantors Guarantor in the execution of such amended amendment, supplement or supplemental indenture modification unless such amended amendment, supplement or supplemental indenture directly modification 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 under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereofmodification. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes or the Note Guarantees. However, without Without the consent of each Holder of Notes affected, an amendment, supplement or waiver under this Section 9.02 may not (not, with respect to any Notes issued thereunder and held by a non-consenting nonconsenting Holder)::

With Consent of Holders. Except as provided in Section 8.01 or below in this Section 9.028.02, the Company Company, the Guarantor, the Trustee and the Trustee Securities Administrator may amend or supplement this Indenture, Indenture or either series of the Notes and the Note Guarantees Securities with the consent (including consents obtained in connection with a tender offer or exchange offer for such Securities or a solicitation of consents in respect of such Securities, provided that in each case such offer or solicitation is made to all Holders of the Securities of such series then outstanding on equal terms) of the Holders of a majority in aggregate principal amount of the Securities of such series then outstanding Notes affected thereby. The Holders of a majority in aggregate principal amount of the Securities of either series then outstanding may waive compliance in a particular instance by the Company or the Guarantor with any provision of this Indenture or the Securities of such series (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents including waivers obtained in connection with a tender offer or exchange offer forfor such Securities or a solicitation of consents in respect of such Securities, provided that in each case such offer or purchase of, the Notes), and, subject solicitation is made 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 all Holders 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 Securities of this Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the such series 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 Noteson equal terms). Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing and the execution of any such amended or supplemental indenture, Guarantor and upon the filing with the Trustee and the Securities Administrator of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee and the Securities Administrator of the documents described in Section 7.02 hereof8.06, the Trustee will and the Securities Administrator shall join with the Company and the Guarantors Guarantor in the execution of such amended or any supplemental indenture unless entered into to effect any 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 under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 8.02 becomes effective, the Company will mail shall send to the Holders of each Security of the series affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail send such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture amendment, supplement or waiver. Subject to Sections 6.04 and 6.07 hereof, It shall not be necessary for the consent of the Holders under this Section 8.02 to approve the particular form of a majority in aggregate principal amount of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes or the Note Guaranteessubstance thereof. However, without Without the consent of each Holder of the series affected, an amendment, supplement or waiver under this Section 9.02 8.02 may not (with respect to any Notes held by a non-consenting Holder):not:

With Consent of Holders. (a) Except as provided below in this Section 9.029.2, the Company Issuer, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes and the Note Guarantees Documents with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (includingRequired Holders, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 6.4 and 6.07 6.7 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance by the Issuer or any Restricted Subsidiary with any provision of this Indenture, the Notes or the Note Guarantees Documents may be waived with the consent of the Required Holders of 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, including consents obtained in connection with a purchase of or tender offer or exchange offer for, or purchase of, the 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 Issuer 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 Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 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 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 under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes or the Note Guarantees. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):.

With Consent of Holders. Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture, the Notes of any series and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes of such series (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 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, 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 of any series or the Note Guarantees of such series may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes of such series (including, without limitation, the Additional NotesNotes of such series, 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). 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 Notes of such series as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 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 the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes or the Note Guarantees. However, without Without the consent of each Holder of Notes affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders. Except as provided below in this Section 9.02, the Company Company, the Guarantors and the Trustee may amend or supplement this IndentureIndenture (including Sections 3.09, 4.10 and 4.15 hereof) and the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, 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, 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, Additional Interest, if any, or interest on, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, 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 then outstanding Notes (including, without limitation, 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, or purchase of, the Notes). Section 2.10 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 indentureIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 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 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 shall not be obligated to, enter into such amended or supplemental Indenture. It is shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes Indenture or the Note GuaranteesNotes. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders. Except as provided below in this Section 9.02, the Company Issuer, the Guarantors, the Trustee and the Trustee Collateral Agent (if applicable) may amend or supplement this IndentureIndenture (including without limitation, Section 4.09 and Section 4.13 hereof), the Notes and Notes, the Note Guarantees and 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, 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 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premiumpremium 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, the Notes or Notes, the Note Guarantees or the Security Documents may be waived 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). Upon the request of the Company Issuer accompanied by a resolution of its Board of Directors Resolution authorizing the execution of any such amended or supplemental indentureindenture or other amendment or supplement, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 Sections 7.02, 9.05 and 13.03 hereof, the Trustee will shall join with the Company Issuer 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 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, Security Document or intercreditor agreement. It is not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. 128 After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail Issuer shall deliver to the Holders 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 not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes or the Note Guarantees. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders. Except as provided below in Section 9.1 and Section 9.3, this Section 9.02, the Company Indenture and the Trustee Notes may amend be amended or supplement this Indenture, the Notes and the Note Guarantees supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes affected by the supplemental indenture implementing such amendment or supplement (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the for Notes), and, subject to Sections 6.04 6.8 and 6.07 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, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, 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 Notes then outstanding Notes affected by such supplemental indenture implementing such amendment or supplement (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a 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, 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 Issuer or Iron Mountain shall deliver to the Holders affected thereby a notice briefly describing the supplemental indenture or waiver. Any failure by Issuer or Iron Mountain to mail such notice, or purchase ofany defect therein, shall not, however, in any way impair or affect the Notes)validity of any such supplemental indenture or waiver. 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 indentureIndenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof7.2, the Trustee will shall join with the Company Issuer, Iron Mountain 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 under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes or the Note Guarantees. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):.

With Consent of Holders. Except as provided in Section 9.01 and below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture, the Notes Notes, and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notes 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 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, if any, premium or interest on, 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 Guarantees or the Note Guarantees Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if anyother than Notes beneficially owned by the Company or its Affiliates in accordance with Section 2.09) voting as a single class (including, without limitation, including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the 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. 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 as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof9.05, 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 their 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 under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail shall deliver to the Holders 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 Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes or the Note Guarantees. However, without Without the consent of each Holder affectedaffected Holder, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders. Except as provided below in this Section 9.02The Company, the Company Guarantors and the Trustee may amend or supplement this Indenture, Indenture or the Notes and the Note Guarantees or any amended or supplemental Indenture with the written consent of the Holders of Notes of not less than a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the 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 Notes or the Note Guarantees may be waived with the consent of the Holders of 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, for the Notes). Upon the request of the Company and the Guarantors accompanied by a resolution of its Board of Directors Resolution authorizing the execution of any such amended or supplemental indentureIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof9.06, 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 sole discretion, but will shall not be obligated to, enter into such amended or supplemental Indenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof6.07, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes -85- Indenture or the Note GuaranteesNotes. However, without the consent of each Holder affectedof the Notes affected thereby, an amendment, supplement amendment or waiver under may not, directly or indirectly: (i) reduce the amount of Notes whose Holders must consent to an amendment; (ii) reduce the rate of or change or have the effect of changing the time for payment of premium, if any, and interest, including Default Interest, on any Notes; (iii) reduce the principal of or change or have the effect of changing the fixed maturity of any Notes, or change the date on which any Notes may be subject to redemption or repurchase, or reduce the redemption or repurchase price therefor; (iv) make any Notes payable in money other than that stated in the Notes; (v) make any change in provisions of this Section 9.02 may not Indenture protecting the right of each Holder to receive payment of premium, if any, principal of and interest on such Note on or after the due date thereof or to bring suit to enforce such payment, or permitting Holders of a majority in principal amount of the Notes to waive Defaults or Events of Default; (vi) after the Company's obligation to purchase Notes arises thereunder, amend, change or modify in any material respect the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control which has occurred or make and consummate a Net Proceeds Offer with respect to any Asset Sale that has been consummated or modify any of the provisions or definitions with respect thereto; (vii) modify or change any provision of this Indenture or the related definitions affecting the ranking of the Notes held by or any Guarantee in a non-consenting Holder):manner which adversely affects the Holders; or (viii) release any Guarantor from any of its obligations under its Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture.

With Consent of Holders. Except as provided below in this Section 9.02The Company, the Company Guarantors and the Trustee may amend or supplement this Indenture, Indenture or the Notes and the Note Guarantees or any amended or supplemental Indenture with the written consent of the Holders of Notes of not less than a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the 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 Notes or the Note Guarantees may be waived with the consent of the Holders of 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, for the Notes). Upon the request of the Company and the Guarantors accompanied by a resolution of its Board of Directors Resolution authorizing the execution of any such amended or supplemental indentureIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof9.06, 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 sole discretion, but will shall not be obligated to, enter into such amended or supplemental Indenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof6.07, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular par- ticular instance by the Company with any provision of this Indenture, the Notes Indenture or the Note GuaranteesNotes. However, without the consent of each Holder affectedof the Notes affected thereby, an amendment, supplement amendment or waiver under may not, directly or indirectly: (i) reduce the amount of Notes whose Holders must consent to an amendment; (ii) reduce the rate of or change or have the effect of changing the time for payment of premium, if any, and interest, including defaulted interest, on any Notes; (iii) reduce the principal of or change or have the effect of changing the fixed maturity of any Notes, or change the date on which any Notes may be subject to redemption or repurchase, or reduce the redemption or repurchase price therefor; (iv) make any Notes payable in money other than that stated in the Notes; (v) make any change in provisions of this Section 9.02 may not Indenture protecting the right of each Holder to receive payment of premium, if any, principal of and interest on such Note on or after the due date thereof or to bring suit to enforce such payment, or permitting Holders of a majority in principal amount of the Notes to waive Defaults or Events of Default; (vi) after the Company's obligation to purchase Notes arises thereunder, amend, change or modify in any material respect the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control which has occurred or make and consummate a Net Proceeds Offer with respect to any Asset Sale that has been consummated or modify any of the provisions or definitions with respect thereto; (vii) modify or change any provision of this Indenture or the related definitions affecting the ranking of the Notes held by or any Guarantee in a non-consenting Holder):manner which adversely affects the Holders; or (viii) release any Guarantor from any of its obligations under its Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture.

With Consent of Holders. Except as provided below set forth in this Section 9.02Sections 7.1 and 7.3, the Company and the Trustee may change, modify, amend or supplement this Supplemental Indenture, the Base Indenture (as it relates to the Notes and any other Securities issued thereunder) and the Note Guarantees Notes and any past default or compliance with any provisions may be waived with the consent of the Holders of 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 limitationfor the avoidance of doubt, consents obtained in connection with a purchase of, or tender offer or exchange offer for, such Securities) of (i) the Holders of not less than a majority in principal amount of all outstanding Securities issued under the Indenture voting as a single class or purchase of(ii) if fewer than all of the series of outstanding debt securities issued under the Indenture are affected by such change, modification, amendment, supplement or waiver, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event Holders of Default (other not less than a Default or Event of Default majority in the payment principal amount of the principal ofoutstanding Securities of all series so affected by such change, premiummodification, if anyamendment, supplement or interest on, the Notes, except waiver voting as a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Note Guarantees may be waived with the single class. The consent of the Holders of 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). 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 as aforesaid, and upon receipt by the Trustee of the documents described in Section 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 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 under the consent of the Holders under this Section 9.02 Indenture to approve the particular form of any proposed amendment, supplement or waiver, but it . It is sufficient if such consent approves the substance thereofof the proposed amendment or supplement. A consent to any amendment, supplement or waiver under the 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 9.02 the Indenture for which the consent of the Holders of Notes is required becomes effective, the Company will is required to mail (or to the extent permitted or required by Applicable Procedures or regulations with respect to Global Notes, send electronically) to the Holders affected thereby of Notes a notice briefly describing the such amendment, supplement or waiver. Any However, the failure to give such notice to all the Holders of the Company to mail such noticeNotes, or any defect therein, in the notice will not, however, in any way not impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes or the Note Guarantees. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):waiver.

With Consent of Holders. Except as otherwise provided below in this Section 9.0210.02, the Company Indenture Documents and the Trustee Intercreditor Agreement may amend be amended or supplement this Indenture, the Notes and the Note Guarantees supplemented with the consent of the Holders of at least 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, any or all of the Notes) (along with the consent of the Issuer), and any existing Default or Event of Default or compliance with any provision of the Indenture Documents and the Intercreditor Agreement may be waived 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, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, any or purchase of, all of the Notes), andin each case without notice to any other Holder, but 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 Notes or the Note Guarantees may be waived with the consent of the Holders of 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). 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 as aforesaid, and upon receipt by the Trustee of the documents described in Section 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 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 Indenture5.19. It is shall not be necessary for the consent of the Holders under this Section 9.02 10.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 10.02 becomes effective, the Company will mail shall send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail send such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 7.04 and 6.07 hereof7.07, the Holders of at least a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company Issuer and its Subsidiaries with any provision of this Indenture, the Notes or the Note Guaranteesany 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, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders. Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture, the Notes and Notes, any Note Guarantee, the Note Guarantees Collateral Documents or the Intercreditor Agreement (if any) may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, including 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, 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 Notes Notes, any Note Guarantees, the Collateral Documents or the Note Guarantees Intercreditor Agreement (if any) may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, including 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). In connection with the matters indicated above, the Trustee and the Collateral Agent shall be entitled to rely absolutely on an Opinion of Counsel and an Officer’s Certificate to the effect that the entry into such amendment, supplement or purchase ofwaiver is authorized or permitted by this Indenture, the Notes), any Note Guarantee, the Collateral Documents and the 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 the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee and the Collateral Agent of the documents described in this Section 7.02 hereof9.02, the Trustee will join with the Company and the Guarantors (if any) in the execution of such amended amendment or supplemental indenture 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 sole discretion, but will not be obligated to, enter into such amended amendment or supplemental Indentureindenture. It is not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver; provided that the foregoing shall not be required if such amendment, supplement or waiver, or such notice, is filed with the SEC. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof6.07, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, Indenture or the Notes or the Note Guarantees. However, without the consent of each Holder affectedHolders holding at least 90% in principal amount of the Notes, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes (including Additional Notes) held by a non-consenting Holder):

With Consent of Holders. Except as provided in Section 8.01 or below in this Section 9.028.02, the Company Company, the Guarantor, the Trustee and the Trustee Securities Administrator may amend or supplement this Indenture, Indenture or any of the Notes and the Note Guarantees Securities with the consent of the Holders of 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, including consents obtained in connection with a tender offer or exchange offer for, for the Securities or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event a solicitation of Default (other than a Default or Event of Default consents in the payment respect of the principal ofSecurities, premium, if any, provided that in each case such offer 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 or the Note Guarantees may be waived with the consent solicitation is made to all Holders of the Securities then outstanding on equal terms) of the Holders of at least a majority in aggregate principal amount of the Securities then outstanding affected thereby. The Holders of a majority in aggregate principal amount of the Securities then outstanding Notes may waive compliance in a particular instance by the Company or the Guarantor with any provision of this Indenture or the Securities (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents including waivers obtained in connection with a tender offer or exchange offer forfor the Securities or a solicitation of consents in respect of the Securities, provided that in each case such offer or purchase of, solicitation is made to all Holders of the NotesSecurities then outstanding on equal terms). Upon the request of the Company and the Guarantor accompanied by a resolution of its the Board of Directors of each of the Company and the Guarantor authorizing the execution of any supplemental indenture entered into to effect any such amended amendment, supplement or supplemental indenturewaiver, and upon the filing with the Trustee and the Securities Administrator of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee and the Securities Administrator of the documents described in Section 7.02 hereof8.06, the Trustee will and the Securities Administrator shall join with the Company and the Guarantors 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 not be obligated to, enter into such amended or supplemental Indenture. It is not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereofindenture. After an amendment, supplement or waiver under this Section 9.02 8.02 becomes effective, the Company will shall mail to the Holders of each Security affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture amendment, supplement or waiver. Subject to Sections 6.04 and 6.07 hereof, It shall not be necessary for the consent of the Holders under this Section 8.02 to approve the particular form of a majority in aggregate principal amount of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes or the Note Guaranteessubstance thereof. However, without Without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 8.02 may not (with respect to any Notes held by a non-consenting Holder):not:

With Consent of Holders. Except as provided below in this Section 9.02, the The Company and the Trustee may amend or supplement this Indenture, the Notes and the Note Guarantees enter into a supplemental indenture with the written consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes Securities of each Series affected by such supplemental indenture (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the NotesSecurities of such Series), and, subject for the purpose of adding any provisions to Sections 6.04 and 6.07 hereof, or changing in any existing Default manner or Event of Default (other than a Default or Event of Default in the payment eliminating any of the principal 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 provisions of this IndentureIndenture or of any supplemental indenture or of modifying in any manner the rights of the Securityholders of each such Series. Except as provided in Section 6.4, the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes Securities of each Series by notice to the Trustee (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a tender offer or exchange offer forfor the Securities of such Series) may waive compliance by the Company with any provision of this Indenture or the Securities with respect to such Series. It 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 supplemental indenture or waiver, or purchase of, but it shall be sufficient if such consent approves the Notes)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 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 7.02 11.4 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 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 under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement a supplemental indenture or waiver under this Section 9.02 section becomes effective, the Company will shall promptly mail to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement supplemental indenture or waiver. Any failure of by the Company to mail or publish such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes or the Note Guarantees. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):.

With Consent of Holders. Except as provided below in this Section 9.028.02, the Company Company, each Guarantor, if any, and the Trustee may amend or supplement this Indenture, the Notes and the Note Guarantees Indenture with the consent (including consents obtained in connection with a tender offer for the Securities or a series of Securities or a solicitation of consents in respect of the Securities or a series of Securities, provided that such offer or solicitation is made to all Holders of the applicable series of Securities then outstanding on equal terms) of the Holders of at least a majority in aggregate principal amount of each series of Securities affected by such supplemental indenture then outstanding affected thereby, voting separately as a class. The Holders of a majority in aggregate principal amount of the Securities of a series then outstanding Notes may waive compliance in a particular instance by the Company or any Guarantor with any provision of this Indenture or the applicable Securities (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents including waivers obtained in connection with a tender offer for such Securities or exchange a solicitation of consents in respect of such Securities, provided that in each case such offer for, or purchase of, the Notes), and, subject solicitation is made 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 all Holders 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 Securities or the Note Guarantees may be waived with the consent series of the Holders of a majority in aggregate principal amount of the Securities, as applicable, 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 Noteson equal terms). Upon the request of the Company accompanied by a resolution of its Board of Directors and each Guarantor, if any, authorizing the execution of any supplemental indenture entered into to effect any such amended amendment, supplement or supplemental indenturewaiver, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof8.06, the Trustee will shall join with the Company and the Guarantors each Guarantor, 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 not be obligated to, enter into such amended or supplemental Indenture. It is not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereofindenture. After an amendment, supplement or waiver under this Section 9.02 8.02 becomes effective, the Company will shall mail to the Holders of each Security affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture amendment, supplement or waiver. Subject to Sections 6.04 and 6.07 hereof, It shall not be necessary for the consent of the Holders under this Section 8.02 to approve the particular form of a majority in aggregate principal amount of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes or the Note Guaranteessubstance thereof. However, without Without the consent of each Holder of Securities affected, an amendment, supplement or waiver under this Section 9.02 8.02 may not (with respect to any Notes held by a non-consenting Holder):not:

With Consent of Holders. Except as provided below in this Section 9.029.2, the Company Company, the Guarantors and the Trustee Trustee, if applicable, may amend or supplement this Indenture, the Notes and the any Note Guarantees Document with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (includingand issued under this Indenture, without limitation, 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, or purchase of, the Notes), and, subject to Sections 6.04 6.4 and 6.07 6.7 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on, and Additional Amounts 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 or and the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes issued under this Indenture (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a purchase of or tender offer or exchange offer for, or purchase of, the for 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 delivery to the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 Sections 9.6 and 12.2 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 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 the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes or the Note Guarantees. However, without Without the consent of each Holder of Notes affected, an amendment, supplement or waiver under this Section 9.02 may not (not, with respect to any Notes issued thereunder and held by a non-consenting nonconsenting Holder)::

With Consent of Holders. Except as provided below in this Section 9.029.2, the Company and the Trustee may amend or supplement this IndentureIndenture (including, without limitation, Sections 3.5 and 3.10 hereof), the Notes Notes, the Note Guarantees, the Collateral Documents and the Note Guarantees 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 6.04 6.4 and 6.07 6.7 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premiumpremium 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 Notes, the Note Guarantees, the Collateral Documents or the Note Guarantees Intercreditor Agreement may be waived with the consent of the Holders of 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). Section 2.11 hereof shall determine which Notes are considered to be “outstanding” for 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 Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 7.2 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 under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes or the Note Guarantees. However, without Without the consent of each Holder of Notes affected, an amendment, supplement or waiver under this Section 9.02 9.2 may not (with respect to any Notes held by a non-consenting Holderholder):

With Consent of Holders. Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this IndentureIndenture (including Section 3.09, Section 4.12, Section 4.17, Section 4.19, Section 4.20, and Section 4.21) and the Notes and the Note Guarantees 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 class, or if such amendment or supplement applies to less than all series of Notes, all series affected by such amendment or supplement, of each series affected by such amendment or supplement (including, without limitation, including 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 hereofSection 6.07, any existing Unmatured Event of Default or Event of Default (other than a an Unmatured Event of Default or Event of Default in the payment of the principal of, premiumpremium 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 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 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). 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 indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof7.02, 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 under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereofSection 6.07, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, Indenture or the Notes or the Note Guarantees. However, without the consent of each Holder of each series of Notes affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders. Except as provided below in this Section 9.02The Company, the Company Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, Indenture or the Notes and the Note Guarantees or any amended or supplemental Indenture with the written consent of the Holders of Notes of not less than a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the 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 Notes or the Note Guarantees may be waived with the consent of the Holders of 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, for the Notes). Upon the request of the Company and the Subsidiary Guarantors accompanied by a resolution of its Board of Directors Resolution authorizing the execution of any such amended or supplemental indentureIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof9.06, 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 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its sole discretion, but will shall not be obligated to, enter into such amended or supplemental Indenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof6.07, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes Indenture or the Note GuaranteesNotes. However, without the consent of each Holder affectedof the Notes affected thereby, an amendment, supplement amendment or waiver under may not, directly or indirectly: (i) reduce the amount of Notes whose Holders must consent to an amendment; (ii) reduce the rate of or change or have the effect of changing the time for payment of premium, if any, and interest, including defaulted interest, on any Notes; (iii) reduce the principal of or change or have the effect of changing the fixed maturity of any Notes, or change the date on which any Notes may be subject to redemption or repurchase, or reduce the redemption or repurchase price therefor; (iv) make any Notes payable in money other than that stated in the Notes; (v) make any change in provisions of this Section 9.02 may not Indenture protecting the right of each Holder to receive payment of premium, if any, principal of and interest on such Note on or after the due date thereof or to bring suit to enforce such payment, or permitting Holders of a majority in principal amount of the Notes to waive Defaults or Events of Default; (vi) amend, change or modify in any material respect the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control which has occurred or make and consummate a Net Proceeds Offer with respect to any Asset Sale that has been consummated or modify any of the provisions or definitions with respect thereto; (vii) modify or change any provision of this Indenture or the related definitions affecting the ranking of the Notes held by or any Guarantee in a non-consenting Holder):manner which adversely affects the Holders; or (viii) release any Subsidiary Guarantor from any of its obligations under its Guarantee of this Indenture otherwise than in accordance with the terms of this Indenture.

With Consent of Holders. Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture, the Notes and the Note Guarantees with With the consent of the Holders of not less than a majority in aggregate principal amount of the then outstanding Notes (includingat the time outstanding, the Company, the Guarantor and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or any supplemental indenture or modifying in any manner the rights of the Holders of the Notes; provided that no such supplemental indenture shall, without limitationthe consent of the Holder of each Note so affected: (a) reduce the principal amount of the Notes whose Holders must consent to an amendment, Additional supplement or waiver; (b) reduce the rate of or extend the time for payment of interest (including default interest) on the Notes; (c) reduce the principal of or premium, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer on or exchange offer for, or purchase of, change the Stated Maturity of the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default ; (other than d) waive a Default or Event of Default in the payment of the principal of, of or premium, if any, or interest on, on the Notes, Notes (except a payment default resulting from an rescission of acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Note Guarantees may be waived with the consent of by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (including, without limitation, Additional Notese) make the principal of or premium, 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, interest on the Notes payable in any currency other than that stated in the Notes; (f) make any change in Section 6.8 of the Base Indenture, 6.13 of the Base Indenture or Section 8.2(f) of this First Supplemental Indenture (this sentence); (g) waive a redemption payment with respect to the Notes; or (h) release the Guarantor other than as provided in the Indenture or modify the Guarantee in any manner adverse to the Holders. Upon the written request of the Company Company, accompanied by a resolution copy of its Board the resolutions of Directors the board of managers of the General Partner and the board of directors of the Guarantor, in each case, certified by the corresponding Secretary or Assistant Secretary, 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 as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will shall join with the Company and the Guarantors 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 the Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended supplemental indenture. In executing or accepting the additional trusts created by, any supplemental Indenture. It is not be necessary for indenture permitted by this Article or the consent modification thereby of the Holders under this Section 9.02 to approve trusts created by the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effectiveIndenture, the Company will mail Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel or an Officer’s Certificate or both stating that the execution of such supplemental indenture is authorized or permitted by the Indenture, that all conditions precedent to the Holders affected thereby execution of such supplemental indenture have been complied with, and that the supplemental indenture is a notice briefly describing the amendmentlegal, supplement or waiver. Any failure valid and binding obligation of the Company to mail such noticeand the Guarantor as applicable, or any defect therein, will not, however, enforceable against it in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company accordance with any provision of this Indenture, the Notes or the Note Guarantees. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):its terms.

With Consent of Holders. Except as provided below in this Section 9.02The Company, the Company Trustee, the Note Collateral Agent and the Trustee (as applicable) any Guarantor may amend or supplement this Indenture, the Notes, the Note Security Documents and any Intercreditor Agreement 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, and including consents obtained in connection with a tender offer or exchange offer for Notes) and the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes (including Additional Notes, if any, and including consents obtained in connection with a tender offer or exchange offer for Notes) by notice to the 151 Trustee may waive any existing Default or Event of Default or compliance by the Company or any Guarantor with any provision of this Indenture, the Notes, the Parent Guarantee, any Subsidiary Guarantee, any Note Guarantees with Security Documents or any Intercreditor Agreement; 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 the Notes of such series then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitationin each case, consents obtained in connection with a tender offer or exchange offer for, for Notes) shall be required and (y) if any such amendment or purchase of, waiver by its terms will affect a series of Notes in a manner different and materially adverse relative to the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default manner such amendment or Event waiver affects other series 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 or the Note Guarantees may be waived with then the consent of the Holders of a majority in aggregate principal amount of the Notes of such series then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitationin each case, consents obtained in connection with a tender offer or exchange offer forfor Notes) shall be required. Notwithstanding the provisions of this Section 902, without the consent of Holders of at least 90.0% of the principal amount of the Notes affected (including consents obtained in connection with a tender offer or purchase of, exchange of the Notes). Upon , an amendment or waiver, including a waiver pursuant to Section 613, may not: (i) reduce the request principal amount of the Company accompanied by a resolution Notes whose Holders must consent to an amendment or waiver; (ii) reduce the rate of its Board or extend the time for payment of Directors authorizing interest on any Note; (iii) reduce the execution principal of or extend the Stated Maturity of any Note; (iv) reduce the premium payable upon the redemption of any Note or change the date on which any Note may be redeemed as described in Section 6 of the applicable Notes Supplemental Indenture; (v) make any Note payable in money other than that stated in such Note; (vi) amend or waive the legal right of any Holder of any Note to receive payment of principal of and interest on such Note on or after the respective Stated Maturity for such principal or Interest Payment Date for such interest expressed in such Note, or to institute suit for the enforcement of any such amended payment on or supplemental indenture, and upon after such respective Stated Maturity or Interest Payment Date; or (vii) make any change in the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents amendment or waiver provisions described in Section 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 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 Indentureparagraph. It is not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an Any amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail consented to the by Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of at least 90.0% of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with affected will be binding on any provision of this Indenture, the Notes or the Note Guarantees. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):Holder of the Notes affected.

With Consent of Holders. Except as provided below in this Section 9.028.02, the Company Company, each Guarantor, if any, and the Trustee may amend or supplement this Indenture, the Notes and the Note Guarantees Indenture with the consent (including consents obtained in connection with a tender offer for the Securities or a series of Securities or a solicitation of consents in respect of the Securities or a series of Securities, provided that such offer or solicitation is made to all Holders of the applicable series of Securities then outstanding on equal terms) of the Holders of at least a majority in aggregate principal amount of the series of Securities affected by such supplemental indenture then outstanding affected thereby. The Holders of a majority in aggregate principal amount of the Securities of a series then outstanding Notes may waive compliance in a particular instance by the Company or any Guarantor with any provision of this Indenture or the applicable Securities (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents including waivers obtained in connection with a tender offer for such Securities or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event a solicitation of Default (other than a Default or Event consents in respect 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 or the Note Guarantees may be waived with the consent of the Holders of 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)such Securities. Upon the request of the Company and each Guarantor, if any, accompanied by a resolution of its the Board of Directors of each of the Company and each Guarantor, if any, authorizing the execution of any supplemental indenture entered into to effect any such amended amendment, supplement or supplemental indenturewaiver, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof8.06, the Trustee will shall join with the Company and the Guarantors each Guarantor, 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 not be obligated to, enter into such amended or supplemental Indenture. It is not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereofindenture. After an amendment, supplement or waiver under this Section 9.02 8.02 becomes effective, the Company will mail shall send to the Holders of each Security affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail send such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture amendment, supplement or waiver. Subject to Sections 6.04 and 6.07 hereof, It shall not be necessary for the consent of the Holders under this Section 8.02 to approve the particular form of a majority in aggregate principal amount of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes or the Note Guaranteessubstance thereof. However, without Without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 8.02 may not (with respect to any Notes held by a non-consenting Holder):not:

With Consent of Holders. Except as provided below in Subject to the further terms of this Section 9.02Section, the Company Company, the Guarantor and the Trustee may amend this Indenture or supplement this Indenture, the Notes and the Note Guarantees Securities with the written consent of the Holders of a majority at least 66-2/3% 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 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 or the Note Guarantees may be waived with the consent of the Holders of 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)Securities. Upon the request of the Company and the Guarantor, accompanied by a resolution of its the 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 as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee will shall (if the form of the amendment complies to the Trustee's reasonable satisfaction with the substance of the approval by the Holders) join with the Company and the Guarantors Guarantor 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 under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement amendment or waiver under this Section 9.02 becomes effective, the Company will shall mail to the Holders of each Security 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 or waiver. Subject to Sections 6.04 and 6.07 hereof, the The Holders of a majority 66-2/3% in aggregate principal amount of the Notes Securities then outstanding voting as a single class may waive compliance in a particular instance by the Company or the Guarantor with any provision of this Indenture, the Notes Indenture or the Note GuaranteesSecurities. However, without the consent of each Holder affected, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):not:

With Consent of Holders. Except as provided below in Section 9.1 and Section 9.3, this Section 9.02, the Company Indenture and the Trustee Notes may amend be amended or supplement this Indenture, the Notes and the Note Guarantees supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes affected by the supplemental indenture implementing such amendment or supplement (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the for Notes), and, subject to Sections 6.04 6.8 and 6.07 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, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, 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 then outstanding Notes affected by such supplemental indenture implementing such amendment or supplement (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a 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, 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 purchase ofany defect therein, shall not, however, in any way impair or affect the Notes)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 as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 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 under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes or the Note Guarantees. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):.

With Consent of Holders. Except as provided below in this Section 9.02, the Company Issuer, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notes 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 this Indenture and 6.07 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, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the Notes 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). 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 as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will shall join with the Company and the Guarantors 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 under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will Issuer shall mail to the Holders 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 Sections 6.04 and Section 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company Issuer with any provision of this Indenture, the Notes Indenture or the Note GuaranteesNotes. However, without the consent of each Holder affectedHolders holding not less than 90% of the then outstanding principal amount of Notes, an amendment, supplement amendment or waiver under this Section 9.02 may not (not, with respect to any Notes held by a non-consenting Holder)::

With Consent of Holders. Except as provided below in this Section 9.02The Company, the Company Guarantors and the Trustee may amend or supplement this Indenture, Indenture or the Notes and the Note Guarantees or any amended or supplemental Indenture with the written consent of the Holders of Notes of not less than a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the 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 Notes or the Note Guarantees may be waived with the consent of the Holders of 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, for the Notes). Upon the request of the Company and the Guarantors accompanied by a resolution of its Board of Directors Resolution authorizing the execution of any such amended or supplemental indentureIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof9.06, 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 sole discretion, but will shall not be obligated to, enter into such amended or supplemental Indenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof6.07, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes Indenture or the Note GuaranteesNotes. However, without the consent of each Holder affectedof the Notes affected thereby, an amendment, supplement amendment or waiver under may not, directly or indirectly: (i) reduce the amount of Notes whose Holders must consent to an amendment; (ii) reduce the rate of or change or have the effect of changing the time for payment of premium, if any, and interest, including defaulted interest, on any Notes; (iii) reduce the principal of or change or have the effect of changing the fixed maturity of any Notes, or change the date on which any Notes may be subject to redemption or repurchase, or reduce the redemption or repurchase price therefor; (iv) make any Notes payable in money other than that stated in the Notes; (v) make any change in provisions of this Section 9.02 may not Indenture protecting the right of each Holder to receive payment of premium, if any, principal of and interest on such Note on or after the due date thereof or to bring suit to enforce such payment, or permitting Holders of a majority in principal amount of the Notes to waive Defaults or Events of Default; (vi) after the Company's obligation to purchase Notes arises thereunder, amend, change or modify in any material respect the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control or make and consummate a Net Proceeds Offer with respect to any Asset Sale that has been consummated or modify any of the provisions or definitions with respect thereto; (vii) modify or change any provision of this Indenture or the related definitions affecting the ranking of the Notes held by or any Guarantee in a non-consenting Holder):manner which adversely affects the Holders; or (viii) release any Guarantor from any of its obligations under its Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture.

With Consent of Holders. Except as provided below in this Section 9.02, the The Company and the Trustee may amend or supplement this Indenture, the Notes Indenture and the Note Guarantees Securities of a series with the written consent of the Holders of not less than 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 Outstanding Securities of such series affected by such amendment 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 Notes or the Note Guarantees may be waived with the consent of the Holders of 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)supplement. 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 receipt by 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 7.02 9.06 hereof, the Trustee will join with the Company and the Guarantors in the execution of such amended or supplemental indenture and make any further appropriate agreements and stipulations that may be therein contained unless such amended or supplemental indenture directly and 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 under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the The Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class Securities of such series affected thereby may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes Indenture or the Note GuaranteesSecurities of such series without notice to any Holder. However, without the consent with respect to a given Holder of each Holder affectedsuch series affected thereby, an amendment, supplement or waiver, including a waiver under this pursuant to Section 9.02 6.04, may not (with respect to any Notes held by a non-consenting not, without such Holder):’s consent:

With Consent of Holders. Except as provided below in this Section 9.029.2, the Company Issuer, the Guarantors and the Trustee may amend amend, supplement or supplement this Indenture, the Notes and otherwise modify the Note Guarantees Documents with the consent of the Holders of at least a majority in aggregate principal amount of all the then outstanding Notes issued under this Indenture (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained before or after a Change of Control or in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the such Notes), and, subject to Sections 6.04 6.4 and 6.07 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, 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 or the Note Guarantees Documents may be waived with the consent of the Holders of at least a majority in aggregate principal amount of all the then outstanding Notes issued under this Indenture (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained before or after a Change of Control or in connection with a purchase of or tender offer or exchange offer for, or purchase of, the for such 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 Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 Sections 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 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 Indenture. It is not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement indenture or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail other amendment to the Holders affected thereby a notice briefly describing the amendment, supplement or waiverNote Documents. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes or the Note Guarantees. However, without Without the consent of each Holder of Notes affected, an amendment, supplement or waiver under this Section 9.02 may not (not, with respect to any Notes issued thereunder and held by a non-consenting nonconsenting Holder)::

With Consent of Holders. Except as provided below in this Section 9.02, the Company Issuer, the Guarantors, the Trustee and the Trustee Collateral Agent (if applicable) may amend or supplement this IndentureIndenture (including without limitation, Section 4.09 and Section 4.13 hereof), the Notes and Notes, the Note Guarantees and 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, 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 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premiumpremium 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, the Notes or Notes, the Note Guarantees or the Security Documents may be waived 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). Upon the request of the Company Issuer accompanied by a resolution of its Board of Directors Resolution authorizing the execution of any such amended or supplemental indentureindenture or other amendment or supplement, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 Sections 7.02, 9.05 and 13.03 hereof, the Trustee will shall join with the Company Issuer 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 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, Security Document or intercreditor agreement. It is not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail Issuer shall deliver to the Holders 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 not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes or the Note Guarantees. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders. Except as provided below in this Section 9.02, the Company and the Guarantors and the Trustee may amend or supplement this IndentureIndenture (including Sections 3.09, 4.10 and 4.15 hereof) and the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, 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, 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, Liquidated Damages, if any, or interest on, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, 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 then outstanding Notes (including, without limitation, 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, or purchase of, the Notes). Section 2.10 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 indentureIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 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 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 Indenture. It is shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes Indenture or the Note GuaranteesNotes. However, without the consent of each Holder affected, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders. Except as provided below in this Section 9.02, the Company Parent, the Intermediate Guarantors, the Issuer, the Senior Subordinated Subsidiary Guarantor and the Trustee may amend or supplement this Indenture, the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notes 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 this Indenture and 6.07 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, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, 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 Notes 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); provided, however, that if any amendment, waiver or other modification would only affect the Dollar Notes or the Euro 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. An amendment under Section 9.02 may not make any change that adversely affects the rights under Article 12 hereof or under the Intercreditor Deed of any holder of Senior Indebtedness of the Senior Subordinated Subsidiary Guarantor then outstanding unless the holders of such Senior Indebtedness (or any group or Representative thereof authorized to give a consent) consent to such change under the terms of that Senior Indebtedness. 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 as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Company and the Guarantors Issuer 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 not be obligated to, enter into such amended or supplemental Indentureindenture. It is not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company Issuer will mail to the Holders 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 Sections 6.04 and Section 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company Issuer with any provision of this Indenture, the Notes Indenture or the Note GuaranteesNotes. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders. Except as provided below in this Section 9.02The Issuers, the Company Guarantors, if any, and the Trustee may amend or supplement this Indenture, the Notes Securities Guarantee and the Note Guarantees Securities with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (includingOutstanding Securities of each series of Securities affected by such amendment or supplemental indenture, without limitation, Additional Notes, if any) with each such series voting as a single separate class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), Securities) and, subject to Sections 6.04 Section 5.8 and 6.07 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, the Notes Securities Guarantee or the Note Guarantees 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 then outstanding Notes (including, without limitation, Additional Notes, if any) Outstanding Securities of such series voting as a single separate class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the NotesSecurities). 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 as aforesaid, and upon receipt by the Trustee of the documents described in Section 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 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 9.02 9.2 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereofof the proposed amendment, supplement or waiver. After an amendment, supplement or waiver under this Section 9.02 9.2 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 amendment, supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes or the Note Guarantees. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):or

With Consent of Holders. (a) Except as provided below in this Section 9.029.2, the Company Issuers, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes and the Note Guarantees Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (includingand issued under this Indenture, without limitation, 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, or purchase of, the Notes), and, subject to Sections 6.04 6.4 and 6.07 6.7 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, and Additional Interest, if any, or interest on, 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 or the Note Guarantees Documents may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes issued under this Indenture (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a purchase of or tender offer or exchange offer for, or purchase of, the 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 Issuers accompanied by a resolution resolutions of its their 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 Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 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 under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes or the Note Guarantees. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):.

With Consent of Holders. Except as provided below in the next succeeding paragraphs, this Section 9.02, Indenture or the Company and the Trustee Securities may amend be amended or supplement this Indenture, the Notes and the Note Guarantees supplemented with the consent of the Holders of at least a majority in aggregate principal amount Principal Amount of the Securities then outstanding Notes (includingaffected by such supplemental indenture, 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 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 Indenture or the Note Guarantees Securities may be waived with the consent of the Holders of a majority in aggregate principal amount 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 Securities affected by such default or exchange offer for, or purchase of, the Notes)compliance. 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 as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.04 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 under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 5.04 and 6.07 5.07 hereof, the Holders of a majority in aggregate principal amount Principal Amount of the Notes Securities then outstanding voting as a single class affected may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes Indenture or the Note Guaranteessuch Securities. However, without Without the consent of each Holder affectedaffected hereby, however, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):not:

With Consent of Holders. Except as provided below in this Section 9.028.02, the Company Company, the Guarantor, the Trustee and the Trustee Securities Administrator may amend or supplement this Indenture, Indenture or any of the Notes and the Note Guarantees Securities with the consent of the Holders of 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, including consents obtained in connection with a tender offer or exchange offer for, for the Securities or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event a solicitation of Default (other than a Default or Event of Default consents in the payment respect of the principal ofSecurities, premium, if any, provided that in each case such offer 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 or the Note Guarantees may be waived with the consent solicitation is made to all Holders of the Securities then outstanding on equal terms) of the Holders of at least a majority in aggregate principal amount of the Securities then outstanding affected thereby. The Holders of a majority in aggregate principal amount of the Securities then outstanding Notes may waive compliance in a particular instance by the Company or the Guarantor with any provision of this Indenture or the Securities (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents including waivers obtained in connection with a tender offer or exchange offer forfor the Securities or a solicitation of consents in respect of the Securities, provided that in each case such offer or purchase of, solicitation is made to all Holders of the NotesSecurities then outstanding on equal terms). Upon the request of the Company and the Guarantor accompanied by a resolution of its the Board of Directors of each of the Company and the Guarantor authorizing the execution of any supplemental indenture entered into to effect any such amended amendment, supplement or supplemental indenturewaiver, and upon the filing with the Trustee and the Securities Administrator of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee and the Securities Administrator of the documents described in Section 7.02 hereof8.06, the Trustee will and the Securities Administrator shall join with the Company and the Guarantors 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 not be obligated to, enter into such amended or supplemental Indenture. It is not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereofindenture. After an amendment, supplement or waiver under this Section 9.02 8.02 becomes effective, the Company will shall mail to the Holders of each Security affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture amendment, supplement or waiver. Subject to Sections 6.04 and 6.07 hereof, It shall not be necessary for the consent of the Holders under this Section 8.02 to approve the particular form of a majority in aggregate principal amount of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes or the Note Guaranteessubstance thereof. However, without Without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 8.02 may not (with respect to any Notes held by a non-consenting Holder):not:

With Consent of Holders. Except as provided below in this Section 9.02, the Company Partnership, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Notes and the Note Guarantees Indenture with the written consent of the Holders of 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, including consents obtained in connection with a tender offer or exchange offer forfor Notes of any one or more series or all series or a solicitation of consents in respect of Notes of any one or more series or all series, provided that in each case such offer or purchase of, solicitation is made to all Holders of then outstanding Notes of each such series (but the Notesterms of such offer or solicitation may vary from series to series), 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 Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes of all series affected by such amendment or supplement (including, without limitation, Additional Notes, if any) voting acting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notesone class). Upon the request of the Company Partnership, accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureResolution, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof9.06, the Trustee will shall, subject to Section 9.06, join with the Company Partnership and the Subsidiary Guarantors in the execution of such amended amendment 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 Supplemental Indenture. It is shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the The Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class Notes of one or more series or of all series may waive compliance in a particular instance by the Company Partnership or any Subsidiary Guarantor with any provision of this IndentureIndenture with respect to Notes of such series (including waivers obtained in connection with a tender offer or exchange offer for Notes of such series or a solicitation of consents in respect of Notes of such series, provided that in each case such offer or solicitation is made to all Holders of then outstanding Notes of such series (but the Notes terms of such offer or the Note Guaranteessolicitation may vary from series to series)). However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):not:

With Consent of Holders. (a) Except as provided below in this Section 9.029.2, the Company Issuer, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes and the Note Guarantees Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (includingand issued under this Indenture, without limitation, 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, or purchase of, the Notes), and, subject to Sections 6.04 6.4 and 6.07 6.7 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, and Additional Interest, if any, or interest on, 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 or the Note Guarantees Documents may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes issued under this Indenture (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a purchase of or tender offer or exchange offer for, or purchase of, the 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 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 Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 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 the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes or the Note Guarantees. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):.

With Consent of Holders. Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture, and the Notes and the Note Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, 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, 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, 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 then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a tender offer or exchange offer for, or purchase of, for 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 indentureCompany, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described an Officers’ Certificate and an Opinion of Counsel in compliance with Section 7.02 13.04 hereof, the Trustee will shall 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 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 shall not be obligated to, enter into such amended amendment or supplemental Indentureindenture. It is shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed supplemental indenture or amendment, supplement or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will shall mail to the Holders of each Note 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 amendment or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes Indenture or the Note GuaranteesNotes. However, without the consent of each Holder of Notes affected, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Notes Note held by a non-consenting Holder):

With Consent of Holders. Except as provided below in this Section 9.029.2, the Company Company, the Guarantor and the Trustee may modify and amend or supplement this Indenture, any Guarantee, the Security Documents and the Notes and the Note Guarantees issued hereunder with the consent (1) of the Holders of 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 forand not by individual series), or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other 2) if less than a Default or Event of Default in the payment all of the principal ofseveral series of Notes then outstanding are affected by the modification or amendment, 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 or the Note Guarantees may be waived with the consent of the Holders of 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)of each series so affected. 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 Trustee, as applicable, of evidence of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee and/or the Collateral Trustee of the documents described in Section 7.02 9.5 and 13.2 hereof, the Trustee and/or the Collateral Trustee will join with the Company Issuer and the Guarantors Guarantor 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 Trustee’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee or the Collateral Trustee, as applicable, 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 under this Section 9.02 to approve the particular form of any proposed amendmentindenture, supplement security documents or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes or the Note Guaranteesintercreditor agreements. However, no modification or amendment may, without the consent of the Holder of each Holder series of Notes who is affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):,

With Consent of Holders. Except as provided below in this Section 9.02, the Company Company, the Guarantor and the Trustee may amend or supplement this Indenture, the Notes and the Note Guarantees Indenture with the written consent of the Holders of 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, including consents obtained in connection with a tender offer or exchange offer forfor Securities of any one or 47 53 more series or all series or a solicitation of consents in respect of Securities of any one or more series or all series, provided that in each case such offer or purchase of, solicitation is made to all Holders of then outstanding Securities of each such series (but the Notesterms of such offer or solicitation may vary from series to series), 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 Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes Securities of all series affected by such amendment or supplement (including, without limitation, Additional Notes, if any) voting acting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notesone class). Upon the request of the Company Company, accompanied by a resolution of its Board of Directors authorizing Resolution, and the execution of any such amended or supplemental indentureGuarantor, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof9.06, the Trustee will shall, subject to Section 9.06, join with the Company and the Guarantors Guarantor in the execution of such amended amendment 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 shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the The Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class Securities of one or more series or of all series may waive compliance in a particular instance by the Company or the Guarantor with any provision of this IndentureIndenture with respect to Securities of such series (including waivers obtained in connection with a tender offer or exchange offer for Securities of such series or a solicitation of consents in respect of Securities of such series, provided that in each case such offer or solicitation is made to all Holders of then outstanding Securities of such series (but the Notes terms of such offer or the Note Guaranteessolicitation may vary from series to series)). However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):not:

With Consent of Holders. Except as provided below in this Section 9.02, the Company Issuer, the Co-Issuer, the Guarantors (solely with respect to the Guarantee to which it is a party) and the Trustee may amend or supplement this Indenture, the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, 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, 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 Guarantees or the Note Guarantees Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, including Additional Notes, if any) ), other than Notes beneficially owned by the Issuer or its Affiliates, voting as a single class (including consents obtained in connection with a tender offer or exchange offer or 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, then only the consent of the Holders of a majority in principal amount of the Notes of such series then outstanding (including, without limitationin each case, consents obtained in connection with a tender offer or exchange offer for, or offer to purchase of, 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 Table of Contents 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 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 as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereofhereof (to the extent requested by the Trustee), the Trustee will shall join with the Company Issuer, the Co-Issuer and the Guarantors (solely with respect to the Guarantee to which it is a party) 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 under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail Issuers shall deliver to the Holders 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 deliver such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes or the Note Guarantees. However, without Without the consent of each affected Holder affected(including, for the avoidance of doubt, any Notes held by Affiliates), an amendment, supplement amendment or waiver under this Section 9.02 may not (not, with respect to any Notes held by a non-consenting Holder)::

With Consent of Holders. Except as provided below in this Section 9.02, the The Company and the Trustee may amend or supplement this Indenture, the Notes and the Note Guarantees enter into a supplemental indenture with the written consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes Securities of each Series affected by such supplemental indenture (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the NotesSecurities of such Series), and, subject for the purpose of adding any provisions to Sections 6.04 and 6.07 hereof, or changing in any existing Default manner or Event of Default (other than a Default or Event of Default in the payment eliminating any of the principal 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 provisions of this IndentureIndenture or of any supplemental indenture or of modifying in any manner the rights of the Securityholders of each such Series. Except as provided in Section 6.4, the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes Securities of each Series by notice to the Trustee (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a tender offer or exchange offer forfor the Securities of such Series) may waive compliance by the Company with any provision of this Indenture or the Securities with respect to such Series. It 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 supplemental indenture or waiver, or purchase of, but it shall be sufficient if such consent approves the Notes)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 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 7.02 7.2 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 under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement a supplemental indenture or waiver under this Section 9.02 becomes effective, the Company will shall mail to the Holders of Securities affected thereby and, if any Bearer Securities affected thereby are outstanding, publish on one occasion in an Authorized Newspaper, a notice briefly describing the amendment, supplement supplemental indenture or waiver. Any failure of by the Company to mail or publish such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes or the Note Guarantees. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):.

With Consent of Holders. Except as provided in Section 9.08 or below in this Section 9.02, the Company and the Trustee may amend or supplement this IndentureIndenture (including Section 3.09, Section 4.12, Section 4.17, Section 4.19, Section 4.20, and Section 4.21) and the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes voting as a single class, or if such amendment or supplement applies to less than all series of Notes, all series affected by such amendment or supplement, of each series affected by such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and Section 6.07, any existing Unmatured Event of Default or Event of Default (other than an Unmatured Event of 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 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 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 . Section 2.10 shall determine which Notes are considered 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 be “outstanding” for purposes of this Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of 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)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 as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof7.02, 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 under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders affected thereby and the Noteholder Consultant a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereofSection 6.07, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, Indenture or the Notes or the Note Guarantees. However, without the consent of each Holder of each series of Notes affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders. Except as provided below in this Section 9.028.02, the Company Company, each Guarantor, if any, the Trustee and the Trustee Securities Administrator may amend or supplement this Indenture, the Notes and the Note Guarantees Indenture with the consent (including consents obtained in connection with a tender offer for the Securities or a series of Securities or a solicitation of consents in respect of the Securities or a series of Securities, provided that such 42 offer or solicitation is made to all Holders of the applicable series of Securities then outstanding on equal terms) of the Holders of at least a majority in aggregate principal amount of the series of Securities affected by such supplemental indenture then outstanding affected thereby. The Holders of a majority in aggregate principal amount of the Securities of a series then outstanding Notes may waive compliance in a particular instance by the Company or any Guarantor with any provision of this Indenture or the applicable Securities (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents including waivers obtained in connection with a tender offer for such Securities or exchange a solicitation of consents in respect of such Securities, provided that in each case such offer for, or purchase of, the Notes), and, subject solicitation is made 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 all Holders 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 Securities or the Note Guarantees may be waived with the consent series of the Holders of a majority in aggregate principal amount of the Securities, as applicable, 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 Noteson equal terms). Upon the request of the Company and each Guarantor, if any, accompanied by a resolution of its the Board of Directors of each of the Company and each Guarantor, if any, authorizing the execution of any supplemental indenture entered into to effect any such amended amendment, supplement or supplemental indenturewaiver, and upon the filing with the Trustee and the Securities Administrator of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee and the Securities Administrator of the documents described in Section 7.02 hereof8.06, the Trustee will and the Securities Administrator shall join with the Company and the Guarantors each Guarantor, 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 not be obligated to, enter into such amended or supplemental Indenture. It is not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereofindenture. After an amendment, supplement or waiver under this Section 9.02 8.02 becomes effective, the Company will shall mail to the Holders of each Security affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture amendment, supplement or waiver. Subject to Sections 6.04 and 6.07 hereof, It shall not be necessary for the consent of the Holders under this Section 8.02 to approve the particular form of a majority in aggregate principal amount of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes or the Note Guaranteessubstance thereof. However, without Without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 8.02 may not (with respect to any Notes held by a non-consenting Holder):not:

With Consent of Holders. Except as provided below in this Section 9.029.2, and subject to the terms of the Intercreditor Agreement, the Company Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes Intercreditor Agreement and any Security Document and the Note Guarantees Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes of each issue affected thereby then outstanding Notes (including, without limitation, 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, or purchase of, for the NotesNotes of such issue), and, subject to Sections 6.04 6.4 and 6.07 6.7 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, 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 or the Notes or the Note Guarantees of either issue may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes of each issue affected thereby (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the NotesNotes of such issue). Upon the written 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 as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.6 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 not be obligated to, enter into such amended or supplemental Indenture. It is not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes amendment unless such supplemental indenture or the Note Guarantees. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):amendment affects

With Consent of Holders. Except as provided below in this Section 9.02The Partnership, the Company Finance Corp. and the Trustee Trustee, as applicable, may amend this Indenture or supplement this Indenture, the Notes and the Note Guarantees with the written 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 6.4 and 6.07 6.7 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, 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 or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, Additional Notes, if any) voting as may waive compliance in a single class (including, without limitation, consents obtained in connection particular instance by the Partnership or Finance Corp. with a tender offer any provision of this Indenture or exchange offer for, or purchase of, the Notes). Upon the request of the Company Partnership and Finance Corp., accompanied by a resolution of its the Board of Directors of the General Partner on behalf of the Partnership (or the Partnership, if the Partnership is a corporation) and the Board of Directors of Finance Corp., authorizing the execution of any such amended or supplemental indenture, amendment or waiver, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.6 hereof, the Trustee will shall join with the Company Partnership and the Guarantors Finance Corp. in the execution of such amended or supplemental indenture or amendment unless such amended supplemental indenture, amendment or supplemental indenture directly waiver 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 supplemental indenture, amendment or supplemental Indenturewaiver. It is shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendmentsupplemental indenture, supplement amendment or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendmenta supplemental indenture, supplement amendment or waiver under this Section 9.02 becomes effective, the Company will Issuers shall mail to the Holders of each Note affected thereby a notice briefly describing the amendmentsupplemental indenture, 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 indenture, amendment or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes or the Note Guarantees. However, without Without the consent of each Holder of Notes affected, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting HolderHolder of Notes):

With Consent of Holders. Except as provided below in this Section 9.028.02, the Company Company, each Guarantor, if any, the Trustee and the Trustee Securities Administrator may amend or supplement this Indenture, the Notes and the Note Guarantees Indenture with the consent (including consents obtained in connection with a tender offer for the Securities or a series of Securities or a solicitation of consents in respect of the Securities or a series of Securities, provided that such offer or solicitation is made to all Holders of the applicable series of Securities then outstanding on equal terms) of the Holders of at least a majority in aggregate principal amount of the series of Securities affected by such supplemental indenture then outstanding affected thereby. The Holders of a majority in aggregate principal amount of the Securities of a series then outstanding Notes may waive compliance in a particular instance by the Company or any Guarantor with any provision of this Indenture or the applicable Securities (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents including waivers obtained in connection with a tender offer for such Securities or exchange a solicitation of consents in respect of such Securities, provided that in each case such offer for, or purchase of, the Notes), and, subject solicitation is made 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 all Holders 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 Securities or the Note Guarantees may be waived with the consent series of the Holders of a majority in aggregate principal amount of the Securities, as applicable, 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 Noteson equal terms). Upon the request of the Company and each Guarantor, if any, accompanied by a resolution of its the Board of Directors of each of the Company and each Guarantor, if any, authorizing the execution of any supplemental indenture entered into to effect any such amended amendment, supplement or supplemental indenturewaiver, and upon the filing with the Trustee and the Securities Administrator of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee and the Securities Administrator of the documents described in Section 7.02 hereof8.06, the Trustee will and the Securities Administrator shall join with the Company and the Guarantors each Guarantor, 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 not be obligated to, enter into such amended or supplemental Indenture. It is not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereofindenture. After an amendment, supplement or waiver under this Section 9.02 8.02 becomes effective, the Company will shall mail to the Holders of each Security affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture amendment, supplement or waiver. Subject to Sections 6.04 and 6.07 hereof, It shall not be necessary for the consent of the Holders under this Section 8.02 to approve the particular form of a majority in aggregate principal amount of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes or the Note Guaranteessubstance thereof. However, without Without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 8.02 may not (with respect to any Notes held by a non-consenting Holder):not:

With Consent of Holders. Except as provided in Section 8.01 or below in this Section 9.028.02, the Company Company, the Guarantors and the Trustee may amend or supplement this Indenture, Indenture or either series of the Notes and the Note Guarantees Securities with the consent (including consents obtained in connection with a tender offer or exchange offer for such Securities or a solicitation of consents in respect of such Securities, provided that in each case such offer or solicitation is made to all Holders of the Securities of such series then outstanding on equal terms) of the Holders of a majority in aggregate principal amount of the Securities of such series then outstanding Notes affected thereby. The Holders of a majority in aggregate principal amount of the Securities of either series then outstanding may waive compliance in a particular instance by the Company or the Guarantors with any provision of this Indenture or the Securities of such series (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents including waivers obtained in connection with a tender offer or exchange offer forfor such Securities or a solicitation of consents in respect of such Securities, provided that in each case such offer or purchase of, the Notes), and, subject solicitation is made 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 all Holders 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 Securities of this Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the such series 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 Noteson equal terms). Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing and the execution of any such amended or supplemental indenture, Guarantors and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof8.06, the Trustee will shall join with the Company and the Guarantors in the execution of such amended or any supplemental indenture unless entered into to effect any 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 under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 8.02 becomes effective, the Company will mail shall send to the Holders of each Security of the series affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail send such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture amendment, supplement or waiver. Subject to Sections 6.04 and 6.07 hereof, It shall not be necessary for the consent of the Holders under this Section 8.02 to approve the particular form of a majority in aggregate principal amount of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes or the Note Guaranteessubstance thereof. However, without Without the consent of each Holder of the series affected, an amendment, supplement or waiver under this Section 9.02 8.02 may not (with respect to any Notes held by a non-consenting Holder):not:

With Consent of Holders. Except as provided below in this Subject to Section 9.02----------------------- 6.04, the Company and the Note Guarantors when authorized by Board Resolutions of their respective Boards of Directors, and the Trustee may amend or supplement modify this Indenture, Indenture or the Notes and the Note Guarantees with the written consent of the Holders of not less than a majority in aggregate principal amount of the Notes then outstanding, and the Holders of not less than a majority in aggregate principal amount of the Notes then outstanding by written notice to the Trustee, may waive future compliance by the Company or any Note Guarantor with any provision of this Indenture, the Notes (includingor the Note Guarantees, without limitationexcept a default in the payment of principal of, Additional Notespremium, if any) voting as a single class (including, or interest on the Notes. Notwithstanding the provisions of this Section 9.02, without limitationthe consent of each Holder affected, consents obtained in connection an amendment, modification or waiver, including a waiver pursuant to Section 6.04, may not: (a) reduce the principal amount outstanding of or extend the Stated Maturity of any Note or alter the redemption provisions with a tender offer or exchange offer forrespect thereto; (b) make the principal of, premium, if any, or purchase interest on any Note payable in money other than that stated in the Note; (c) reduce the percentage in outstanding aggregate principal amount of Notes the Holders of which must consent to an amendment, supplement or waiver of or consent to take any action under any provision of this Indenture, the Notes or any Note Guarantee; (d) modify or change Section 4.12 or any provision of this Indenture affecting the subordination of the Notes or any Note Guarantee in a manner adverse to the Holders; (e) impair the right of any Holder to receive payment of principal of, premium, if any, and interest on such Holder's Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default ; (other than f) waive a Default or Event of Default default in the payment of the principal of, premium, if any, or interest on, or redemption or an offer to purchase required hereunder with respect to, any Note or any Note Guarantee (except for any waiver of a default in payment to the Notes, except a payment default extent resulting from an a declaration of acceleration that has been rescinded) or compliance with any provision of under this Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of 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). Upon the request of the Company accompanied which declaration has been rescinded 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 as aforesaid, and upon receipt contemplated by the Trustee third full paragraph under Section 6.02); (g) following the occurrence of a Change of Control or an Asset Sale, amend, change or modify the documents described in Section 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 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 under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure obligation of the Company to mail such notice, or any defect therein, will not, however, offer to repurchase and to repurchase the Notes in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders event of a majority in aggregate principal amount Change of Control or make and consummate the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes or the Note Guarantees. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (Excess Proceeds Offer with respect to any Notes held Asset Sale, including by a non-consenting Holder):modifying any of the provisions or definitions with respect thereto; (h) reduce or change the rate or time for payment of interest on the Notes; (i) modify this Section 9.02 or Section 6.04 or Section 6.07; or

With Consent of Holders. Except as provided below in this Section 9.028.02, the Company Company, each Guarantor, if any, and the Trustee may amend or supplement this Indenture, the Notes and the Note Guarantees Indenture with the consent (including consents obtained in connection with a tender offer for the Securities or a series of Securities or a solicitation of consents in respect of the Securities or a series of Securities) of the Holders of at least a majority in aggregate principal amount of each series of Securities affected by such supplemental indenture then outstanding affected thereby, voting separately as a class. The Holders of a majority in aggregate principal amount of the Securities of a series then outstanding Notes may waive compliance in a particular instance by the Company or any Guarantor with any provision of this Indenture or the applicable Securities (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents including waivers obtained in connection with a tender offer for such Securities or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event a solicitation of Default (other than a Default or Event consents in respect 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 or the Note Guarantees may be waived with the consent of the Holders of 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 Notessuch Securities). Upon the request of the Company accompanied by a resolution of its Board of Directors and each Guarantor, if any, authorizing the execution of any supplemental indenture entered into to effect any such amended amendment, supplement or supplemental indenturewaiver, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof8.06, the Trustee will shall join with the Company and the Guarantors each Guarantor, if any, in the execution of such amended supplemental indenture. After an amendment, supplement or supplemental indenture unless waiver under this Section 8.02 becomes effective, the Company shall mail to the Holders of each Security affected thereby a notice briefly describing the amendment, supplement or waiver; provided that the Trustee shall deliver such amended or supplemental indenture directly affects notice to the Holders if the Company requests that the Trustee deliver such notice; provided that the Company shall deliver to the Trustee, at least 5 days prior to the requested delivery date (unless the Trustee consents to a shorter period), an Officers’ Certificate requesting that the Trustee give such notice in the Company’s own rightsname and at the Company’s expense and setting forth the information to be stated in such notice. Any failure of the Company to mail such notice, duties or immunities under this Indenture or otherwiseany defect therein, shall not, however, in which case any way impair or affect the Trustee may in its discretionvalidity of any such amendment, but will not be obligated to, enter into such amended supplement or supplemental Indenturewaiver. It is shall not be necessary for the consent of the Holders under this Section 9.02 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes or the Note Guarantees. However, without Without the consent of each Holder of Securities affected, an amendment, supplement or waiver under this Section 9.02 8.02 may not (with respect to any Notes held by a non-consenting Holder):not:

With Consent of Holders. Except as provided below in Section 9.1 and in this Section 9.029.2, the Company and the Trustee may amend or supplement this Indenture, the Notes or the Guarantee may be amended or supplemented by the Company, the Guarantor and the Note Guarantees Trustee only with the consent of the Holders of of, in the aggregate, a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, 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, or purchase of, the Notes), and, subject to Sections 6.04 6.4 and 6.07 hereof6.7, any existing Default or default, Default, Event of Default (other than a Default or Event of Default in the payment of the principal of, premiumpremium (if any), interest, or Additional Amounts, Extraordinary Cash Payments or Excess Cash Flow Payments, if any, or interest on, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or non-compliance with any provision of this Indenture, the Notes or the Note Guarantees Guarantee may be waived with the consent of the Holders of of, in the aggregate, 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, including consents obtained in connection with a purchase of, or a tender offer or exchange offer for, or 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 indentureIndenture (or amendment or supplement to the Guarantee), and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.6 hereof, the Trustee will join with the Company and the Guarantors Guarantor in the execution of such amended or supplemental indenture unless Indenture (or amendment or supplement to the Guarantee), and make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture directly Indenture or any other document in connection with this Indenture that adversely affects the Trustee’s its 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 will not be necessary for the consent of the Holders under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is will be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 9.2 becomes effective, the Company will mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver. Subject to Sections 6.04 6.4 and 6.07 6.7 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes Indenture or the Note GuaranteesNotes. However, without the consent of each Holder affected, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders. Except as provided in Section 9.01 or below in this Section 9.02, the Company Issuer, the Guarantor, the Trustee and the Trustee Securities Administrator may amend or supplement this Indenture, Indenture or any of the Notes and the Note Guarantees with the consent (including consents obtained in connection with a tender offer or exchange offer for the Notes or a solicitation of consents in respect of the Notes, provided that in each case such offer or solicitation is made to all Holders of the Notes then outstanding on equal terms) of the Holders of a majority in aggregate principal amount of the Notes 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 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 or the Note Guarantees may be waived with the consent of the Holders of 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)affected thereby. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing Issuer and the execution of any such amended or supplemental indenture, Guarantor and upon the filing with the Trustee and the Securities Administrator of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee and the Securities Administrator of the documents described in Section 7.02 hereof9.06, the Trustee will and the Securities Administrator shall join with the Company Issuer and the Guarantors Guarantor in the execution of such amended or any supplemental indenture unless entered into to effect any such amended amendment, supplement or supplemental indenture directly affects waiver. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Trustee’s own rightsIssuer shall send to the Holders of each Note affected thereby a notice briefly describing the amendment, duties supplement or immunities waiver. Any failure of the Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver. The Holders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Issuer or the Guarantor with any provision of this Indenture or the Notes (including waivers obtained in connection with a tender offer or exchange offer for such Notes or a solicitation of consents in respect of such Notes, provided that in each case such offer or solicitation is made to all Holders of the Notes then outstanding on equal terms), except a default in the payment of the principal of, premium, if any, Additional Amounts, if any, or interest on any Notes or in respect of a provision which under this Indenture or otherwise, in which case the Trustee may in its discretion, but will cannot be obligated to, enter into such amended or supplemental Indenturewithout the consent of the holder of each outstanding Note affected. It is shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes or the Note Guarantees. However, without Without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):not:

With Consent of Holders. Except as provided below in this Subject to Section 9.02608, the Company and Company, the Trustee and (as applicable) any Subsidiary Guarantor may amend or supplement this Indenture or the Notes with the written consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for Notes) and the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes by written notice to 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, the Notes and the Note Guarantees with or any Subsidiary Guarantee; 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 the Notes of such series then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitationin each case, consents obtained in connection with a tender offer or exchange offer forfor Notes) shall be required, (y) if any such amendment or purchase of, waiver by its terms will affect a series of Notes in a manner different and materially adverse relative to the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default manner such amendment or Event waiver affects other series 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 or the Note Guarantees may be waived with then the consent of the Holders of a majority in aggregate principal amount of the Notes of such series then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitationin each case, consents obtained in connection with a tender offer or exchange offer for, for Notes) shall be required and (z) any amendment or purchase of, the Notes). Upon the request waiver to or 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 Section 409(c) shall only require the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 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 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 under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as that are Initial Notes or Exchange Notes issued in exchange therefor, or Additional Notes issued pursuant to a single class may waive compliance Notes Supplemental Indenture that specifies that Section 409(c) shall apply to such Notes without any modification, or Exchange Notes issued in a particular instance by exchange for such Additional Notes. Notwithstanding the Company with any provision provisions of this Indenture, the Notes or the Note Guarantees. HoweverSection 902, without the consent of each Holder affected, an amendmentamendment or waiver, supplement or including a waiver under this pursuant to Section 9.02 613, may not (with respect to any Notes held by a non-consenting Holder):not:

With Consent of Holders. Except as provided below in this Section 9.02, the Company Issuer, the Guarantors, the Trustee, the Collateral Agent and the Trustee Escrow Agent, as applicable, may amend or supplement this Indenturethe Indenture Documents and the Escrow Agreement (including, without limitation, Sections 3.09, 4.10 and 4.14) and the Notes and the Note Guarantees 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 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, if any, or interest on, the Notes, except a payment default resulting from an acceleration that has been rescindedclause (4) below) or compliance with any provision of this Indenture, the Notes Indenture Documents or the Note Guarantees Escrow Agreement may be waived 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). 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 Trustee, the Collateral Agent and the Escrow Agent, as applicable, of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee Trustee, the Collateral Agent and the Escrow Agent, as applicable, of the documents described in Section 7.02 hereof7.02(b), the Trustee Trustee, the Collateral Agent and the Escrow Agent, as applicable, will join with the Company Issuer and the Guarantors in the execution of such amended or supplemental indenture or amendment or supplement to another Indenture Document or the Escrow Agreement (and/or, in the case of a Collateral Document, such Collateral Document) 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 or amendment or supplement to another Indenture Document (or provide such instruction). It is not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company Issuer will mail (or, in the case of Global Notes, transmit in accordance with the Applicable Procedures) to the Holders affected thereby a notice briefly describing the such amendment, supplement or waiver. Any ; provided, however, that any failure of the Company Issuer to mail (or, in the case of Global Notes, transmit in accordance with the Applicable Procedures) such notice, or any defect therein, will not, however, not in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof6.07, the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes voting as a single class may waive compliance in a particular instance by the Company Issuer with any provision of this Indenture, the Notes or the Note GuaranteesIndenture Documents. However, 120 without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders. Except as provided in Section 9.08 or below in this Section 9.02, the Company and the Trustee may amend or supplement this IndentureIndenture (including Section 3.09, Section 4.12, Section 4.17, Section 4.19, Section 4.20, and Section 4.21) and the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes voting as a single class, or if such amendment or supplement applies to less than all series of Notes, all series affected by such amendment or supplement, of each series affected by such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and Section 6.07, any existing Unmatured Event of Default or Event of Default (other than an Unmatured Event of 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 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 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 . Section 2.10 shall determine which Notes are considered 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 be “outstanding” for purposes of this Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of 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)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 as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof7.02, 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 under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereofSection 6.07, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, Indenture or the Notes or the Note Guarantees. However, without the consent of each Holder of each series of Notes affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders. Except as provided below in this Section 9.0213.02, the Company Issuer, the Guarantors and the Trustee Collateral Agent may amend or supplement this IndentureNote Purchase Agreement, the Notes and the Note Guarantees and the Collateral Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (includingoutstanding, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), Notes and, subject to Sections 6.04 Section 11.04 and 6.07 11.06 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, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this IndentureNote Purchase Agreement, the Guarantees, the Notes issued thereunder or the Note Guarantees any Collateral Document may be waived with the consent of the Holders of 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, including consents obtained in connection with a purchase of or tender offer or exchange offer for, or purchase of, for the Notes). Upon Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the request 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 as aforesaid, and upon receipt by the Trustee of the documents described in this Section 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 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 Indenture13.02. It is shall not be necessary for the consent of the Holders under this Section 9.02 13.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 13.02 becomes effective, the Company will mail Issuer shall send to the Holders 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 Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes or the Note Guarantees. However, without Without the consent of each affected Holder affectedof Notes, an amendment, supplement amendment or waiver under this Section 9.02 13.02 may not (not, with respect to any Notes held by a non-consenting Holder)::

With Consent of Holders. Except as provided below set forth in this Section 9.02Sections 8.1 and 8.3, the Company Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Supplemental Indenture, the Base Indenture (as it relates to the Notes), the Notes and the Note Subsidiary Guarantees with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, 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) and any past default or purchase ofcompliance with any provisions of this Supplemental Indenture, the Base Indenture (as it relates to 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 Notes or and the Note Subsidiary Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, 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, or 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 The consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 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 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 under the consent of the Holders under this Section 9.02 Indenture to approve the particular form of any proposed amendment, supplement or waiver, but it . It is sufficient if such consent approves the substance thereofof the proposed amendment or supplement. A consent to any amendment, supplement or waiver under the 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 9.02 the Indenture becomes effective, the Company will is required to mail to the Holders affected thereby a notice briefly describing the such amendment, supplement or waiver. Any However, the failure of to give such notice to all the Company to mail such noticeHolders, or any defect therein, in the notice will not, however, in any way not impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes or the Note Guarantees. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):waiver.

With Consent of Holders. Except as provided below in this Section 9.02and subject to Sections 2.8 and 2.9, the Company and the Trustee may amend this Indenture or supplement this Indenture, the Notes and the Note Guarantees Securities with the written 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 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 or the Note Guarantees may be waived with the consent of the Holders of 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)Securities. Upon the written request of the Company signed by two Officers, 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 Securityholders as aforesaid, and upon receipt by the Trustee of the documents described in Trustee, subject to Section 7.02 hereof8.6, 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 not be obligated to, enter into such amended or supplemental Indentureindenture. It is shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is shall be sufficient if such consent approves the substance thereof. An amendment under this Section may not make any change that adversely affects the rights of any holders of Senior Indebtedness under Article 9 or Sections 5.1, 5.2 or 5.9 unless the holders of such Senior Indebtedness consent to the change. After an amendment, supplement amendment or waiver under this Section 9.02 8.2 becomes effective, the Company will shall mail to the Holders Holder of each Security 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 or waiverindenture. Subject to Sections 6.04 and 6.07 hereof, the The Holders of at least a majority in aggregate principal amount of the Notes Securities then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes Indenture or the Note GuaranteesSecurities. However, without Without the consent of each Holder Securityholder affected, however, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):not:

With Consent of Holders. Except as provided below in this Section 9.02Subject 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, Indenture or the Notes and or the Note Guarantees Security Documents, with the written consent of the Holders of at least a majority in aggregate of the principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the 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 Notes or the Note Guarantees may be waived with the consent of the Holders of 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 for 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 sup- plemental indenture or supplemental indentureamendment, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.6 hereof, the Trustee will shall join with the Company and the Guarantors 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 otherwiseother- wise, 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 under this Section 9.02 to approve the particular form of any proposed supplemental indenture or amendment, supplement or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement a supplemental indenture or waiver amendment under this Section 9.02 becomes effective, the Company will shall mail to the Holders of each Note affected thereby there- by 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 Sections 6.04 and 6.07 Notwithstanding any other provision hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes or the Note Guarantees. However, without the consent of each Holder affected, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders. Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture, the Notes Notes, and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, including 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 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, if any, premium or interest on, 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 Guarantees or the Note Guarantees Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, including Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the 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. Upon the request of the Company 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 as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof9.06, 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 its 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 under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail shall deliver to the Holders 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 Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes or the Note Guarantees. However, without Without the consent of each Holder affectedaffected Holder, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders. Except as provided below in this Section 9.02All other amendments, the Company and the Trustee may amend supplements or supplement waivers of this Indenture, the Notes and Notes, the Note Guarantees or any Security Document may be made with the consent of the Holders of not less than a majority of the then outstanding principal amount of the then outstanding Notes, except that, without the consent of each Holder of the Notes affected thereby, no amendment, supplement or waiver may, directly or indirectly: (i) reduce the amount of Notes whose Holders must consent to any amendment; (ii) reduce the rate of or change the time for payment of interest, including defaulted interest, on any Notes; (iii) reduce the principal of or change the fixed maturity of any Notes, or change the date on which any Notes may be subject to redemption or repurchase, or reduce the redemption or repurchase price therefor; (iv) make any Notes payable in currency other than that stated in the Notes; (v) make any change in provisions of this Indenture protecting the right of each Holder of a Note to receive payment of principal of and interest on such Note on or after the due date thereof or to bring suit to enforce such payment or permitting Holders of a majority in aggregate principal amount of the then outstanding Notes to waive Defaults or Events of Default; (includingvi) amend, without limitation, Additional Notes, if any) voting as change or modify in any material respect the obligation of the Issuers to make and consummate 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 Change of Default (other than a Default or Event of Default Control Offer in the payment event of the principal of, premium, if any, a Change of Control or interest on, the Notes, except make and consummate a payment default resulting from an acceleration Net Proceeds Offer with respect to any Asset Sale that has been rescindedconsummated or modify any of the provisions or definitions with respect thereto; (vii) modify or compliance with change any provision of this Indenture, any Security Document or Section 1.01 affecting the ranking of the Notes or any Guarantee in a manner which adversely affects the Note Guarantees may be waived Holders; or (viii) release any Subsidiary Guarantor from any of its obligations under its Guarantee or this Indenture otherwise than in accordance with the consent of the Holders of 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). 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 as aforesaid, and upon receipt by the Trustee of the documents described in Section 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 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 under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision terms of this Indenture, the Notes or the Note Guarantees. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):.

With Consent of Holders. Except as provided below in this Section 9.02, the Company this Indenture (including without limitation, Section 3.08, Section 4.09 and Section 4.13 hereof) and the Trustee other Note Documents may amend be amended, supplemented or supplement this Indenture, the Notes and the Note Guarantees otherwise modified with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the such Notes), ) and, subject to Sections Section 6.04 and 6.07 hereofSection 6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal ofor premium, premiumAdditional Amounts, if any, or interest on, the Noteson any Note (including in connection with an offer to purchase), except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture and the Notes or the other Note Guarantees Documents may be waived with the consent of the Holders of at least 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, such Notes). If any amendment, supplement or waiver will only affect one or more series of Notes (but not all series of Notes), only the Holders of at least a majority in aggregate principal amount of the then outstanding Notes of the series so affected (includingand not the consent of the Holders of at least a majority in aggregate principal amount of all Notes then outstanding), 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)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 as aforesaidin accordance with this Section 9.02, and upon receipt by the Trustee of the documents described in Section 7.02 7.02(r) hereof, the Trustee and the Security Agent will join with the Company Issuer and the Guarantors Guarantors, as applicable, in the execution of such amended or supplemental indenture or other instrument unless such amended or supplemental indenture or other instrument directly affects the Trustee’s own rights, duties duties, indemnities 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 instrument. It is not be necessary for the The consent of the Holders is not necessary under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it waiver of any Notes Document. It is sufficient if such consent approves the substance thereof. A consent to any amendment, supplement or waiver under this Indenture by any Holder given in connection with a sale or tender of such Holder’s Notes will not be rendered invalid by such sale or tender. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company Issuer will mail deliver to the Holders 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 not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 Section 6.07 hereof and 6.07 hereofthe following paragraph, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company Issuer with any provision of this Indenture, the Notes Indenture or the Note Guarantees. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):Notes.

With Consent of Holders. Except as provided below in this Section 9.02, the The Company and the Trustee may amend or supplement this Indenture, the Notes and the Note Guarantees enter into an indenture or indentures supplemental hereto with the written consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes. The Holders of a majority in principal amount of the 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 forthen outstanding may, 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 Notes or the Note Guarantees may be waived Trustee with the written consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (includingmay, without limitation, Additional Notes, if any) voting as waive compliance in a single class (including, without limitation, consents obtained in connection particular instance by the Company with a tender offer any provision of this Indenture or exchange offer for, or purchase of, the Notes). Upon the request of the Company Company, accompanied by a resolution of its the Board of Directors 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 Noteholders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.6 hereof, the Trustee will shall 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 '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 amendment or supplemental Indentureindenture. It is shall not be necessary for the consent of the Holders under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement supplemental indenture or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement supplemental indenture or waiver under Section 9.1 or this Section 9.02 9.2 becomes effective, the Company will shall mail to the Holders of each Note affected thereby a copy of such amendment, supplemental indenture or waiver and a notice briefly describing de- scribing the amendment, supplement supplemental indenture 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 amendment, supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, Notwithstanding the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision first paragraph of this Indenture, the Notes or the Note Guarantees. HoweverSection 9.2, without the consent of each Holder Noteholder affected, an amendment, supplement supplemental indenture or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):9.2 shall not:

With Consent of Holders. Except as provided below in this Section 9.028.02, the Company and Company, each Guarantor, if any, the Trustee may amend or supplement this Indenture, the Notes and the Note Guarantees Indenture with the consent (including consents obtained in connection with a tender offer for the Securities or a series of Securities or a solicitation of consents in respect of the Securities or a series of Securities, provided that such offer or solicitation is made to all Holders of the applicable series of Securities then outstanding on equal terms) of the Holders of at least a majority in aggregate principal amount of the series of Securities affected by such supplemental indenture then outstanding affected thereby. The Holders of a majority in aggregate principal amount of the Securities of a series then outstanding Notes may waive compliance in a particular instance by the Company or any Guarantor with any provision of this Indenture or the applicable Securities (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents including waivers obtained in connection with a tender offer for such Securities or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event a solicitation of Default (other than a Default or Event consents in respect 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 or the Note Guarantees may be waived with the consent of the Holders of 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)such Securities. Upon the request of the Company and each Guarantor, if any, accompanied by a resolution of its the Board of Directors of each of the Company and each Guarantor, if any, authorizing the execution of any supplemental indenture entered into to effect any such amended amendment, supplement or supplemental indenturewaiver, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof8.06, the Trustee will shall join with the Company and the Guarantors each Guarantor, 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 not be obligated to, enter into such amended or supplemental Indenture. It is not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereofindenture. After an amendment, supplement or waiver under this Section 9.02 8.02 becomes effective, the Company will mail shall send to the Holders of each Security affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail send such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture amendment, supplement or waiver. Subject to Sections 6.04 and 6.07 hereof, It shall not be necessary for the consent of the Holders under this Section 8.02 to approve the particular form of a majority in aggregate principal amount of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes or the Note Guaranteessubstance thereof. However, without Without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 8.02 may not (with respect to any Notes held by a non-consenting Holder):not:

With Consent of Holders. Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture, and the Notes and the Note Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, 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, 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, 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 then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a tender offer or exchange offer for, or purchase of, for 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 indentureCompany, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described an Officers' Certificate and an Opinion of Counsel in compliance with Section 7.02 1.05 hereof, the Trustee will shall 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 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 amendment or supplemental Indentureindenture. It is shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed supplemental indenture or amendment, supplement or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will shall mail to the Holders of each Note 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 amendment or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes Indenture or the Note GuaranteesNotes. However, without the consent of each Holder of Notes affected, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Notes Note held by a non-consenting Holder):): reduce the principal amount of the Notes whose Holders must consent to an amendment, supplement or waiver; reduce the principal of or change the fixed maturity of any Note or alter the provisions with respect to the price to be paid, or the timing of redemption or payment, upon redemption of the Notes or, after the Company has become obligated to make a Change of Control Offer or an Asset Sale Offer, amend, change or modify the obligation of the Company to make or consummate such Change of Control Offer or Asset Sale Offer; reduce the rate of or change the time for payment of interest, or Liquidated Damages, if any, on any Note; waive a Default or Event of Default in the payment of principal of or premium, interest or Liquidated Damages, if any, on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); make any Note payable in money other than that stated in such Note; except pursuant to Section 12.06 hereof, release any Guarantor from its Subsidiary Guarantee; make any change in Section 12.04 or Article 10 hereof that adversely affects the rights of any Holder of any Notes in any material respect or any change to any other provision of this Indenture that adversely affects the rights of any Holder of Notes under Section 12.04 or Article 10 hereof in any material respect (it being understood that amendments to Section 4.09 hereof, which may have the effect of increasing the amount of Senior Debt that the Company and its Restricted Subsidiaries may incur, shall not, for purposes of this clause (g), be deemed to be a change that adversely affects in a material respect the rights of any Holder of Notes under Section 12.04 or Article 10 hereof); make any change in the foregoing amendment and waiver provisions of this Article 9.

With Consent of Holders. Except as provided below in this Section 9.02, 9.2 the Company and the Trustee may amend or supplement this Indenture, the Notes Notes, the Note Guarantees, the Collateral Documents and the Note Guarantees 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 6.04 6.4 and 6.07 6.7 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, 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 Notes, the Note Guarantees, the Collateral Documents or the Note Guarantees Intercreditor Agreement may be waived with the consent of the Holders of 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). Section 2.11 hereof shall determine which Notes are considered to be “outstanding” for 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 as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 7.2 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 under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes or the Note Guarantees. However, without Without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holderholder):