Common use of Amendments, Supplements or Waivers with Consent of Holders Clause in Contracts

Amendments, Supplements or Waivers with Consent of Holders. (a) With the consent of the Holders of at least a majority in principal amount of the then Outstanding Notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), the Issuer, any Guarantor (with respect to any Guarantee to which it is a party or this Indenture) and the Trustee may amend or supplement this Indenture, the Notes or any Guarantee by a supplemental indenture hereto for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions hereof or thereof or modifying in any manner the rights of the Holders hereunder or thereunder (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and any existing Default or Event of Default or compliance with any provision of this Indenture, the Notes or any Guarantee may be waived with the consent of the Holders of at least a majority in principal amount of the then Outstanding Notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes); provided that, without the consent of each affected Holder, no such amendment, supplement or waiver shall, with respect to any Notes held by a non-consenting Holder: (1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of or change the Maturity of any such Note or reduce the premium payable upon the redemption of such Notes or change the time at which such Notes may be redeemed pursuant to Section 11.01; provided that any amendment to the minimum notice requirement may be made with the consent of the Holders of a majority in aggregate principal amount of the then Outstanding Notes; (3) reduce the rate of or change the time for payment of interest on any Note; (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest 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 Outstanding Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all affected Holders; (5) make any Note payable in money other than that stated therein; (6) make any change in Section 5.13 or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes; (7) make any change in these amendment and waiver provisions; (8) subject to Section 10.16(g) and 10.17(e), amend the contractual right of any Holder expressly set forth in this Indenture and the Notes to institute suit for the enforcement of any payment of principal, premium, if any, and interest on such Holder’s Notes on or after the due dates therefor; (9) make any change to or modify the ranking of the Notes that would adversely affect the Holders; or (10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Subsidiary in any manner materially adverse to the Holders. (b) It shall not be necessary for the consent of Holders under this Section 9.02 to approve the particular form of any proposed amendment or waiver, and it shall be sufficient if such consent approves the substance thereof.

Amendments, Supplements or Waivers with Consent of Holders. (a) With the consent of the Holders of at least a majority in principal amount of the then Outstanding Notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), the Issuer, any Guarantor (with respect to any Guarantee to which it is a party or this Indenture) and the Trustee may amend or supplement this Indenture, the Notes or any Guarantee by a supplemental indenture hereto for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions hereof or thereof or modifying in any manner the rights of the Holders hereunder or thereunder (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and any existing Default or Event of Default or compliance with any provision of this Indenture, the Notes or any Guarantee may be waived with the consent of the Holders of at least a majority in principal amount of the then Outstanding Notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes); provided that, without the consent of each affected Holder, no such amendment, supplement or waiver shall, with respect to any Notes held by a non-consenting Holder: (1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of or change the Maturity of any such Note or reduce the premium payable upon the redemption of such Notes or change the time at which such Notes may be redeemed pursuant to Section 11.01; provided that any amendment to the minimum notice requirement may be made with the consent of the Holders of a majority in aggregate principal amount of the then Outstanding Notes; (3) reduce the rate of or change the time for payment of interest on any Note; (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest 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 Outstanding Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all affected Holders; (5) make any Note payable in money other than that stated therein; (6) make any change in Section 5.13 or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes; (7) make any change in these amendment and waiver provisions; (8) subject to Section 10.16(g) and 10.17(e), amend the contractual right of any Holder expressly set forth in this Indenture and the Notes to institute suit for the enforcement of any payment of principal, premium, if any, and interest on such Holder’s Notes on or after the due dates therefor; (9) make any change to or modify the ranking of the Notes that would adversely affect the Holders; or (10) except as expressly permitted by this Indenture, modify the Guarantees Guarantee of any Significant Subsidiary in any manner materially adverse to the Holders. (b) It shall not be necessary for the consent of Holders under this Section 9.02 to approve the particular form of any proposed amendment or waiver, and it shall be sufficient if such consent approves the substance thereof.

Amendments, Supplements or Waivers with Consent of Holders. (a) With the consent of the Holders of at least not less than a majority in principal amount of the then Outstanding Notes (including consents obtained in connection with a purchase ofNotes, or tender offer or exchange offer forby Act of such Holders delivered to the Company and the Trustee, the Notes), the Issuer, any Guarantor (with respect to any Guarantee to which it is a party or this Indenture) Company and the Trustee may amend or supplement this Indenture, any Note Guarantee or the Notes or any Guarantee by a supplemental indenture hereto for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions hereof or thereof or of modifying in any manner the rights of the Holders hereunder or thereunder (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and any existing Default or Default, Event of Default or compliance with any provision of this Indenture, Indenture or the Notes or any Guarantee may be waived with the consent of the Holders of at least not less than a majority in principal amount of the then Outstanding Notes (including including, without limitation, consents obtained in connection with a purchase of, of or tender offer or exchange offer for, the for Notes); provided thatprovided, without the consent of each affected Holderhowever, that no such amendment, supplement or waiver shall, with respect to any Notes held by a non-consenting Holderwithout the consent of the Holder of each Outstanding Note affected thereby: (1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;Notes, (2) reduce the principal of or change the Maturity of any such Note or reduce alter or waive the premium payable upon provisions with respect to the redemption of such the Notes or change the time at which such Notes may be redeemed pursuant to (other than Section 11.01; provided that any amendment to the minimum notice requirement may be made with the consent of the Holders of a majority in aggregate principal amount of the then Outstanding Notes;1016), (3) reduce the rate of or change the time for payment of interest on any Note;, (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the NotesNotes issued under this Indenture, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Outstanding such Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all affected Holders;, (5) make any Note payable in money other than that stated therein;in the Notes, (6) make any change in Section 5.13 513 or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes;, (7a) make any change in these amendment and waiver provisions; , (8) subject to Section 10.16(gb) and 10.17(e), amend impair the contractual right of any Holder expressly set forth in this Indenture and the Notes to institute suit for the enforcement of any receive payment of principalprincipal of, premium, if any, and or interest on such Holder’s Notes on or after the due dates therefor or (c) institute suit for the enforcement of any payment on or with respect to such Holder’s Notes on or after the due dates therefor;, or (9) 8) make any change to or modify the ranking of the Notes that would adversely affect the Holders; or (10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Subsidiary in any manner materially adverse to the Holders. (b) . It shall is not be necessary for the consent of the Holders under this Section 9.02 902 to approve the particular form of any proposed amendment or waiveramendment, and but it shall be is sufficient if such consent approves the substance thereof.

Amendments, Supplements or Waivers with Consent of Holders. (a) With the consent of the Holders of at least a majority in principal amount of the then Outstanding Notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), the Issuer, any Guarantor (with respect to any Guarantee to which it is a party or this Indenture) and the Trustee may amend or supplement this Indenture, the Notes or any Guarantee by a supplemental indenture hereto for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions hereof or thereof or modifying in any manner the rights of the Holders hereunder or thereunder (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and any existing Default or Event of Default or compliance with any provision of this Indenture, the Notes or any Guarantee may be waived with the consent of the Holders of at least a majority in principal amount of the then Outstanding Notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes); provided that, without the consent of each affected Holder, no such amendment, supplement or waiver shall, with respect to any Notes held by a non-consenting Holder: (1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of or change the Maturity of any such Note or reduce the premium payable upon the redemption of such Notes or change the time at which such Notes may be redeemed pursuant to Section 11.01; provided that any amendment to the minimum notice requirement may be made with the consent of the Holders of a majority in aggregate principal amount of the then Outstanding Notes; (3) reduce the rate of or change the time for payment of interest on any Note; (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest 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 Outstanding Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all affected Holders; (5) make any Note payable in money other than that stated therein; (6) make any change in Section 5.13 or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes; (7) make any change in these amendment and waiver provisions; (8) subject to Section 10.16(g) and 10.17(e), amend the contractual right of any Holder expressly set forth in this Indenture and the Notes to institute suit for the enforcement of any payment of principal, premium, if any, and interest on such HolderHxxxxx’s Notes on or after the due dates therefor; (9) make any change to or modify the ranking of the Notes that would adversely affect the Holders; or (10) except as expressly permitted by this Indenture, modify the Guarantees Guarantee of any Significant Subsidiary in any manner materially adverse to the Holders. (b) It shall not be necessary for the consent of Holders under this Section 9.02 to approve the particular form of any proposed amendment or waiver, and it shall be sufficient if such consent approves the substance thereof.

Amendments, Supplements or Waivers with Consent of Holders. (a) With the consent of the Holders of at least not less than a majority in principal amount of the then Outstanding Notes (including consents obtained in connection with a purchase ofNotes, or tender offer or exchange offer forby Act of said Holders delivered to the Issuers and the Trustee, the Notes), the IssuerIssuers, any Guarantor (with respect to any Guarantee or this Indenture to which it is a party or this Indenture) party), when authorized by Board Resolutions of their respective Board of Directors, and the Trustee may amend or supplement this Indenture, any Guarantee or the Notes or any Guarantee by a supplemental indenture hereto for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions hereof or thereof or of modifying in any manner the rights of the Holders hereunder or thereunder (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and any existing Default or Default, Event of Default or compliance with any provision of this Indenture, Indenture or the Notes or any Guarantee may be waived with the consent of the Holders of at least not less than a majority in principal amount of the then Outstanding Notes, other than Notes beneficially owned by the Issuers or their Affiliates (including other than Sprint) (including, without limitation, consents obtained in connection with a purchase of, of or tender offer or exchange offer for, the for Notes); provided thatprovided, without the consent of each affected Holderhowever, that no such amendment, supplement or waiver shall, with respect to any Notes held by a non-consenting Holderwithout the consent of the Holder of each Outstanding Note affected thereby: (1) make any change that adversely affects the exchange or repurchase rights of any Notes; (2) reduce the Fundamental Change Repurchase Price of any Note as calculated in accordance with Section 11.02 or amend or modify in any manner adverse to the Holders the Issuers’ obligation to make such payment, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise; (3) make any change that would reduce the Additional Shares deliverable upon a Fundamental Change as provided in Section 13.05 hereto; (4) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; (25) reduce the principal of or change the Maturity of any such Note or reduce alter or waive the premium payable upon the redemption of such Notes or change the time at which such Notes may be redeemed pursuant to Section 11.01; provided that any amendment provisions with respect to the minimum notice requirement may be made with the consent repurchase of the Holders of a majority in aggregate principal amount of the then Outstanding NotesNotes (other than Section 11.02); (36) reduce the rate of or change the time for payment of interest on any Note; (47) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the NotesNotes issued under this Indenture, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Outstanding Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee guarantee which cannot be amended or modified without the consent of all affected Holders; (5) 8) make any Note payable in money other than that stated thereinin the Notes; (69) make any change in Section 5.13 or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes; (710) make any change in these amendment and waiver provisions; (8) subject to Section 10.16(g11) and 10.17(e), amend impair the contractual right of any Holder expressly set forth in this Indenture and the Notes to institute suit for the enforcement of any receive payment of principalprincipal of, premium, if any, and or interest on such Holder’s Notes on or after the due dates therefor;therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; or (912) make any change to or modify the ranking or subordination provisions of Notes and the Notes Guarantees that would adversely affect the Holders; or (10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Subsidiary in any manner materially adverse to the Holders. (b) It shall not be necessary for the consent of Holders under this Section 9.02 to approve the particular form of any proposed amendment or waiver, and it shall be sufficient if such consent approves the substance thereof.

Amendments, Supplements or Waivers with Consent of Holders. (a) With the consent of the Holders of at least a majority in principal amount of the then Outstanding Notes (including consents obtained in connection with a the purchase of, or tender offer or exchange offer for, the Notes), by Act of said Holders delivered to the IssuerIssuer and the Trustee, the Co-Issuers, any Guarantor (with respect to any Guarantee or this Indenture to which it is a party or this Indenture) party), and the Trustee may amend or supplement this Indenture, any Guarantee, the Notes or any Guarantee by a supplemental indenture hereto of the Security Documents for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions hereof or thereof or of modifying in any manner the rights of the Holders hereunder or thereunder (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), ) and any existing Default or Default, Event of Default or compliance with any provision of this Indenture, Indenture or the Notes or any Guarantee may be waived with the consent of the Holders of at least a majority in principal amount of the then Outstanding Notes, other than Notes beneficially owned by the Issuer or its Affiliates (including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, the for Notes); provided thatprovided, however, without the consent of each affected HolderHolder affected, no such an amendment, supplement or waiver shallmay not, with respect to any Notes issued under this Indenture and held by a non-consenting Holder: (1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of or change the Maturity of any such Note or reduce alter or waive the premium payable upon provisions with respect to the redemption of such the Notes or change the time at which such Notes may be redeemed pursuant to Section 11.01; provided that any amendment to the minimum notice requirement may be made with the consent of the Holders of a majority in aggregate principal amount of the then Outstanding Notes(other than Sections 1017 and 1018); (3) reduce the rate of or change the time for payment of interest on any Note; (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the NotesNotes issued under this Indenture, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Outstanding Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee guarantee which cannot be amended or modified without the consent of all affected Holders; (5) make any Note payable in money other than that stated thereinin the Notes; (6) make any change in Section 5.13 513 or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes; (7) make any change in these amendment and waiver provisions; (8) subject release the Issuer or any Guarantor that is a Significant Subsidiary from any of its obligations under its Guarantee or this Indenture, except as permitted by this Indenture; (9) modify or change any provision of this Indenture or the related definitions to Section 10.16(gaffect the ranking of the Notes or any Guarantee in a manner that adversely affects the Holders; or (10) and 10.17(e), amend the contractual right of any Holder expressly set forth in this Indenture and or the Notes to institute suit for the enforcement of any Holder to receive payment of principalprincipal of, premium, if any, and or interest on such Holder’s Notes on or after the due dates therefor; (9) make any change therefor or to or modify institute suit for the ranking of the Notes that would adversely affect the Holders; or (10) except as expressly permitted by this Indenture, modify the Guarantees enforcement of any Significant Subsidiary in any manner materially adverse payment on or with respect to the Holders. (b) It shall not be necessary for such Holder’s Notes. In addition, without the consent of Holders of at least 66 2/3% in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), no amendment, supplement or waiver may modify any Security Documents or the provisions in this Indenture dealing with Collateral or the Security Documents to the extent that such amendment, supplement or waiver would have the effect of releasing Liens on all or substantially all of the Collateral securing the Notes (except as permitted by the terms of this Indenture and the Security Documents) or change or alter the priority of the security interests in the Collateral. The consent of the Holders is not necessary under this Section 9.02 Indenture or the Notes to approve the particular form of any proposed amendment or waiver, and it shall be amendment. It is sufficient if such consent approves the substance thereofof the proposed amendment.

Amendments, Supplements or Waivers with Consent of Holders. (a) With the consent of the Holders of at least a majority in principal amount of the then Outstanding Notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), the Issuer, any Guarantor (with respect to any Guarantee to which it is a party or this Indenture) and the Trustee may amend or supplement this Indenture, the Notes or any Guarantee by a supplemental indenture hereto for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions hereof or thereof or modifying in any manner the rights of the Holders hereunder or thereunder (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and any existing Default or Event of Default or compliance with any provision of this Indenture, the Notes or any Guarantee may be waived with the consent of the Holders of at least a majority in principal amount of the then Outstanding Notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes); provided that, without the consent of each affected Holder, no such amendment, supplement or waiver shall, with respect to any Notes held by a non-consenting Holder: (1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of or change the Maturity of any such Note or reduce the premium payable upon the redemption of such Notes or change the time at which such Notes may be redeemed pursuant to Section 11.01; provided that any amendment to the minimum notice requirement may be made with the consent of the Holders of a majority in aggregate principal amount of the then Outstanding NotesNotes (other than provisions relating to (a) notice periods (to the extent consistent with applicable requirements of clearing and settlement systems) for redemption and conditions to redemption and (b) the covenants described in Section 10.16 and Section 10.17); (3) reduce the rate of or change the time for payment of interest on any Note; (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest 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 Outstanding Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture Indenture, Notes or any Guarantee which cannot be amended or modified without the consent of all affected Holders; (5) make any Note payable in money other than that stated therein; (6) make any change in Section 5.13 or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes; (7) make any change in these amendment and waiver provisions; (8) subject to Section 10.16(g) and 10.17(e), amend the contractual right of any Holder expressly set forth in this Indenture and the Notes to institute suit for the enforcement of any payment of principal, premium, if any, and interest on such HolderXxxxxx’s Notes on or after the due dates therefor; (9) make any change to or modify the ranking of the Notes that would adversely affect the Holders; or (10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Subsidiary in any manner materially adverse to the Holders. (b) It shall not be necessary for the consent of Holders under this Section 9.02 to approve the particular form of any proposed amendment or waiver, and it shall be sufficient if such consent approves the substance thereof. (c) Notwithstanding anything to the contrary in this Article 9, Section 5.01 or otherwise in this Indenture, for purposes of determining whether the Holders of at least a majority in principal amount of the Notes then-outstanding or any of the Holders, as applicable, have (i) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of the terms of this Indenture, the Notes or the Guarantees or any departure by the Issuer or any Guarantor therefrom, (ii) otherwise acted on any matter related to this Indenture, the Notes or the Guarantees or (iii) directed or required the Trustee or any Holder to undertake any action (or refrain from taking any action) with respect to or under this Indenture, the Notes or the Guarantees, all Notes held or beneficially owned by any Holder (or beneficial owner) or any Affiliate of such Holder (or beneficial owner), shall not, subject to the proviso to this paragraph below, account for more than 20.0% of the Notes outstanding at any time (with respect to any Holder (or beneficial owner) (collectively with any Affiliates of such Holder (or beneficial owner)), the “Voting Cap”) included in determining whether the Holders of at least a majority in principal amount of the Notes then-outstanding or any of the Holders, as applicable, have consented to any action (or refrained from taking any action) or provided any consent or waiver pursuant to this Article 9. All Notes held or beneficially owned by any Holder (or beneficial owner) or any Affiliate of such Holder (or beneficial owner) in excess of the Voting Cap shall be deemed to not be outstanding for all purposes of calculating whether the Holders of at least a majority in principal amount of the Notes then-outstanding, or with respect to any other action which requires the consent of the Holders, the Holders, as applicable, have taken any action (or refrained from taking any action) or provided any consent or waiver; provided that, notwithstanding the foregoing, the Issuer may, in its sole discretion, consent to an increase of the Voting Cap for any individual Holder (or beneficial owner) (collectively with any Affiliates of such Holder (or beneficial owner)) from time to time, which increase shall become effective with respect to the Voting Cap solely for such Holder (or beneficial owner) (collectively with any Affiliates of such Holder (or beneficial owner)) (and not, for the avoidance of doubt, with respect to the Voting Cap for any other Holder (or beneficial owner) or the Affiliates of any other Holder (or beneficial owner)) upon written notice to the Trustee. (d) In connection with any action under this Indenture, the Notes or the Guarantees that requires a determination of whether the Holders of at least a majority in principal amount of the Notes then-outstanding or any of the Holders, as applicable, have consented to such action or otherwise acted on any matter or directed the Trustee to undertake any action (or refrain from taking any action), the Issuer shall identify (i) the amount of Notes held or beneficially owned by a Holder (or beneficial owner) or any Affiliates of such Holder (or beneficial owner), (ii) the amount of the Voting Cap applicable to any Holder (or beneficial owner) and its Affiliates and (iii) whether and to what extent the Voting Cap is triggered with respect to such consent, action or direction in an Officer’s Certificate delivered to the Trustee, upon which the Trustee shall be entitled to conclusively rely without investigation. In the absence of such Officer’s Certificate, the Trustee shall treat the Voting Cap provisions as being inapplicable.

Amendments, Supplements or Waivers with Consent of Holders. (a) With the consent of the Holders of at least a majority in principal amount of the then Outstanding Notes (including consents obtained in connection with a the purchase of, or tender offer or exchange offer for, the Notes), by Act of said Holders delivered to the IssuerIssuer and the Trustee, the Co-Issuers, any Guarantor (with respect to any Guarantee or this Indenture to which it is a party or this Indenture) party), and the Trustee may amend or supplement this Indenture, any Guarantee or the Notes or any Guarantee by a supplemental indenture hereto for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions hereof or thereof or of modifying in any manner the rights of the Holders hereunder or thereunder (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), ) and any existing Default or Default, Event of Default or compliance with any provision of this Indenture, Indenture or the Notes or any Guarantee may be waived with the consent of the Holders of at least a majority in principal amount of the then Outstanding Notes, other than Notes beneficially owned by the Issuer or its Affiliates (including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, the for Notes); provided thatprovided, however, without the consent of each affected HolderHolder affected, no such an amendment, supplement or waiver shallmay not, with respect to any Notes issued under this Indenture and held by a non-consenting Holder: (1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of or change the Maturity of any such Note or reduce alter or waive the premium payable upon provisions with respect to the redemption of such the Notes or change the time at which such Notes may be redeemed pursuant to Section 11.01; provided that any amendment to the minimum notice requirement may be made with the consent of the Holders of a majority in aggregate principal amount of the then Outstanding Notes(other than Sections 1017 and 1018); (3) reduce the rate of or change the time for payment of interest on any Note; (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the NotesNotes issued under this Indenture, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Outstanding Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee guarantee which cannot be amended or modified without the consent of all affected Holders; (5) make any Note payable in money other than that stated thereinin the Notes; (6) make any change in Section 5.13 513 or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes; (7) make any change in these amendment and waiver provisions; (8) subject release the Issuer or any Guarantor that is a Significant Subsidiary from any of its obligations under its Guarantee or this Indenture, except as permitted by this Indenture; (9) modify or change any provision of this Indenture or the related definitions to Section 10.16(gaffect the ranking of the Notes or any Guarantee in a manner that adversely affects the Holders; or (10) and 10.17(e), amend the contractual right of any Holder expressly set forth in this Indenture and or the Notes to institute suit for the enforcement of any Holder to receive payment of principalprincipal of, premium, if any, and or interest on such Holder’s Notes on or after the due dates therefor; (9) make therefor or to institute suit for the enforcement of any change payment on or with respect to or modify the ranking such Holder’s Notes. The consent of the Notes that would adversely affect the Holders; or (10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Subsidiary in any manner materially adverse to the Holders. (b) It shall Holders is not be necessary for the consent of Holders under this Section 9.02 Indenture or the Notes to approve the particular form of any proposed amendment or waiver, and it shall be amendment. It is sufficient if such consent approves the substance thereofof the proposed amendment.

Amendments, Supplements or Waivers with Consent of Holders. (a) With the consent of the Holders of at least not less than a majority in principal amount of the then Outstanding Notes (including consents obtained in connection with a purchase ofNotes, or tender offer or exchange offer forby Act of said Holders delivered to the Company and the Trustee, the Notes), the IssuerCompany, any Guarantor (with respect to any Guarantee to which it is a party or this Indenture) ), and the Trustee may amend or supplement this Indenture, any Guarantee or the Notes or any Guarantee by a supplemental indenture hereto for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions hereof or thereof or of modifying in any manner the rights of the Holders hereunder or thereunder (including consents obtained in connection with a purchase of, or tender offer or exchange offer Exchange Offer for, the Notes), ) and any existing Default or Event of Default or compliance with any provision of this Indenture, Indenture or the Notes or any Guarantee may be waived with the consent of the Holders of at least not less than a majority in principal amount of the then Outstanding Notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes); provided that, without the consent of each Holder of Outstanding Notes affected Holderthereby, no such amendment, supplement or waiver shall, shall with respect to any Notes held by a non-consenting Holder: (1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;, (2) reduce the principal of or change the Maturity of any such Note or reduce alter or waive the premium payable upon provisions with respect to the redemption of such the Notes or change the time at which such Notes may be redeemed pursuant to Section 11.01; provided that any amendment to the minimum notice requirement may be made with the consent of the Holders of a majority in aggregate principal amount of the then Outstanding Notes;(other than Sections 1016, 1017 and 1105), (3) reduce the rate of or change the time for payment of interest on any Note;, (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the NotesNotes issued under this Indenture, except (i) a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Outstanding Notes and a waiver of the payment default that resulted from such acceleration, or (ii) in respect of a covenant or provision contained in this Indenture or any Guarantee guarantee which cannot be amended or modified without the consent of all affected Holders;, (5) make any Note payable in money other than that stated therein;in the Notes, (6) make any change in Section 5.13 513 or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes;, (7) make any change in these amendment and waiver provisions;, (8) subject to Section 10.16(g) and 10.17(e), amend impair the contractual right of any Holder expressly set forth in this Indenture and the Notes to institute suit for the enforcement of any receive payment of principalprincipal of, premium, if any, and or interest on such Holder’s Notes on or after the due dates therefor;therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes, or (9) make any change to or modify in the ranking of the Notes any Note that would adversely affect the Holders; or (10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Subsidiary in any manner materially adverse to the Holders. (b) It shall not be necessary for the consent of Holders under this Section 9.02 902 to approve the particular form of any proposed amendment or waiver, and it shall be sufficient if such consent approves the substance thereof. (c) Neither the Company nor any of its Restricted Subsidiaries may, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid and is paid to all Holders (or, in the case of any such consent, waiver or amendment that the Company determines may be deemed to be, or deemed to be made in connection with, any offering of securities, to all Holders that are “qualified institutional buyers” within the meaning of Rule 144A of the Securities Act, who, upon request, confirm that they are “qualified institutional buyers”) that consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or amendment.

Amendments, Supplements or Waivers with Consent of Holders. (a) With the consent of the Holders of at least not less than a majority in principal amount of the then Outstanding Notes (including any Additional notes, if any) voting as a single class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), by Act of said Holders delivered to the Issuer and the Trustee, the Issuer, any Guarantor (with respect to any Note Guarantee to which it is a party or this Indenture) and the Trustee may amend or supplement this Indenture, any Note Guarantee or the Notes or any Guarantee by a supplemental indenture hereto for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions hereof or thereof or of modifying in any manner the rights of the Holders hereunder or thereunder and any existing Default (other than a Default in the payment of the principal of, or interest or premium, if any, on, the Notes, except for 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 not less than a majority in principal amount of the Outstanding Notes (including, Additional Notes, if any) voting as a single class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes); provided, and any existing Default or Event of Default or compliance with any provision of this Indenturehowever, the Notes or any Guarantee may be waived with the that, without consent of the Holders of at least a majority in principal amount of the then Outstanding Notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes); provided that, without the consent Holder of each Outstanding Note affected Holderthereby, no such amendment, supplement or waiver shall, with respect to any Notes held by a non-consenting Holder: (1i) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; (2ii) reduce the principal of or change the Stated Maturity of any such Note or reduce alter or waive any of the premium payable upon provisions with respect to the redemption of such the Notes or change the time at which such Notes may be redeemed pursuant to (except those provisions set forth in Section 11.01; provided that any amendment to the minimum notice requirement may be made with the consent of the Holders of a majority in aggregate principal amount of the then Outstanding Notes10.13); (3iii) reduce the rate of or change the time for payment of interest interest, including Additional Interest on any Note; (4iv) waive a Default or Event of Default in the payment of principal of of, or interest or premium, if any, or interest on 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 Outstanding Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all affected Holders; (5v) make any Note payable in money other than that stated thereinin the Notes; (6vi) make any change in Section 5.13 5.14 or the rights of Holders of the Notes to receive payments of principal of of, or interest or premium, if any, or interest on on, the Notes; (7vii) make waive a redemption payment with respect to any change in these amendment and waiver provisionsNote (other than a payment required by Section 10.13); (8) subject to Section 10.16(gviii) and 10.17(e)release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, amend except in accordance with the contractual right terms of any Holder expressly set forth in this Indenture and the Notes to institute suit for the enforcement of any payment of principal, premium, if any, and interest on such Holder’s Notes on or after the due dates therefor; (9) make any change to or modify the ranking of the Notes that would adversely affect the HoldersIndenture; or (10ix) except as expressly permitted by make any changes to this Indenture, modify the Guarantees of any Significant Subsidiary in any manner materially adverse to the HoldersSection 9.02. (b) It shall not be necessary for the consent of Holders under this Section 9.02 to approve the particular form of any proposed amendment or waiver, and it shall be sufficient if such consent approves the substance thereof.

Amendments, Supplements or Waivers with Consent of Holders. (a) With the consent of the Holders of at least a majority in principal amount of the then Outstanding Notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), the Issuer, any Guarantor (with respect to any Guarantee to which it is a party or this Indenture) and the Trustee may amend or supplement this Indenture, the Notes or any Guarantee by a supplemental indenture hereto for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions hereof or thereof or modifying in any manner the rights of the Holders hereunder or thereunder (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and any existing Default or Event of Default or compliance with any provision of this Indenture, the Notes or any Guarantee may be waived with the consent of the Holders of at least a majority in principal amount of the then Outstanding Notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes); provided that, notwithstanding the foregoing, with respect to any proposed amendment, supplement or waiver that would affect only the terms of one series of Notes and not the other series of Notes, such amendment, supplement or waiver shall require the consent (if such consent is required in accordance herewith) of the Holders of the affected series of Notes as a separate class; provided, further, that, without the consent of each affected Holder, no such amendment, supplement or waiver shall, with respect to any Notes held by a non-consenting Holder: (1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of or change the Maturity of any such Note or reduce the premium payable upon the redemption of such Notes or change the time at which such Notes may be redeemed pursuant to Section 11.01; provided that any amendment to the minimum notice requirement may be made with the consent of the Holders of a majority in aggregate principal amount of the then Outstanding Notes; (3) reduce the rate of or change the time for payment of interest on any Note; (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest 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 Outstanding Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all affected Holders; (5) make any Note payable in money other than that stated therein; (6) make any change in Section 5.13 or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes; (7) make any change in these amendment and waiver provisions; (8) subject to Section 10.16(g) and 10.17(e), amend the contractual right of any Holder expressly set forth in this Indenture and the Notes to institute suit for the enforcement of any payment of principal, premium, if any, and interest on such Holder’s Notes on or after the due dates therefor; (9) make any change to or modify the ranking of the Notes that would adversely affect the Holders; or (10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Subsidiary in any manner materially adverse to the Holders. (b) It shall not be necessary for the consent of Holders under this Section 9.02 to approve the particular form of any proposed amendment or waiver, and it shall be sufficient if such consent approves the substance thereof.

Amendments, Supplements or Waivers with Consent of Holders. (a) With the consent of the Holders of at least not less than a majority in principal amount of the then Outstanding Notes (including including, without limitation, consents obtained in connection with a purchase of, of or tender offer or exchange offer forfor Notes), by Act of said Holders delivered to the Issuers and the Trustee, this Indenture, any Guarantee, the Notes), the IssuerSecurity Documents, any Guarantor (with respect to any Guarantee to which it is a party or this Indenture) the Collateral Trust Agreement and the Trustee Intercreditor Agreement may amend be amended or supplement this Indenture, the Notes or any Guarantee by a supplemental indenture hereto supplemented for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions hereof or thereof or of modifying in any manner the rights of the Holders hereunder or thereunder (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and any existing Default or Default, Event of Default or compliance with any provision of this Indenture, Indenture or the Notes or any Guarantee may be waived with the consent of the Holders of at least not less than a majority in principal amount of the then Outstanding Notes (including including, without limitation, consents obtained in connection with a purchase of, of or tender offer or exchange offer for, the for Notes); provided thatprovided, without the consent of each affected Holderhowever, that no such amendment, supplement or waiver shall, with respect to any Notes held by a non-consenting Holderwithout the consent of the Holder of each Outstanding Note affected thereby: (1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;, (2) reduce the principal of or change the Maturity of any such Note or reduce alter or waive the premium payable upon provisions with respect to the redemption of such the Notes or change the time at which such Notes may be redeemed pursuant to Section 11.01; provided that any amendment to the minimum notice requirement may be made with the consent of the Holders of a majority in aggregate principal amount of the then Outstanding Notes;(other than Sections 1017 and 1018), (3) reduce the rate of or change the time for payment of interest on any Note;, (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the NotesNotes issued under this Indenture, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Outstanding such Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee guarantee which cannot be amended or modified without the consent of all affected Holders;, (5) make any Note payable in money other than that stated therein;in such Notes, (6) make any change in Section 5.13 513 or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes;, (7) make any change in these amendment and waiver provisions;, (8) subject to Section 10.16(g) and 10.17(e), amend impair the contractual right of any Holder expressly set forth in this Indenture and the Notes to institute suit for the enforcement of any receive payment of principalprincipal of, or premium, if any, and or interest on such Holder’s Notes on or after the due dates therefor;therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes, (9) make any change in any Security Document, the Collateral Trust Agreement, the Intercreditor Agreement or the provisions in this Indenture dealing with the Collateral or the Security Documents or the application of trust proceeds of the Collateral that would release all or substantially all of the Collateral from the Liens of the Security Documents (except as permitted by the terms of this Indenture, the Security Documents, the Collateral Trust Agreement and the Intercreditor Agreement) or change or alter the priority of the security interests in the Collateral, or (10) make any change to or modify the ranking of the Notes that would adversely affect the Holders; or (10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Subsidiary in any manner materially adverse to the Holders. (b) . It shall is not be necessary for the consent of the Holders of Notes under this Section 9.02 902 to approve the particular form of any proposed amendment amendment, supplement or waiver, and but it shall be is sufficient if such consent approves the substance thereof.

Amendments, Supplements or Waivers with Consent of Holders. (a) With the consent of the Holders of at least a majority in aggregate principal amount of the then Outstanding Notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), the Issuer, any Guarantor (with respect to any Guarantee to which it is a party or this Indenture) ), the Trustee and the Trustee Notes Collateral Agent, as applicable, may amend or supplement this Indenture, any Security Document, the Notes or any Guarantee by a supplemental indenture hereto for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions hereof or thereof or modifying in any manner the rights of the Holders hereunder or thereunder (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and any existing Default or Event of Default or compliance with any provision of this Indenture, any Security Document, the Notes or any Guarantee may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then Outstanding Notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes); provided that, without the consent of each affected Holder, no such amendment, supplement or waiver shall, with respect to any Notes held by a non-consenting non‑consenting Holder: (1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal rate of or change or have the Maturity effect of any such Note or reduce the premium payable upon the redemption of such Notes or change changing the time at which such Notes may be redeemed pursuant to Section 11.01; provided that for payment of interest, including defaulted interest, on any amendment to the minimum notice requirement may be made with the consent of the Holders of a majority in aggregate principal amount of the then Outstanding Notes; (3) reduce the rate principal of or change or have the time for payment effect of interest changing the fixed maturity of any Notes, or change the date on which any NoteNotes may be subject to redemption or reduce the redemption price therefor (other than Section 10.16 or 10.17); (4) waive a Default or Event of Default make any Notes payable in money other than that stated in the payment of principal of or premium, if any, or interest 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 Outstanding Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all affected Holders; (5) make any Note payable in money other than that stated therein; (6) make any change in Section 5.13 the provisions of this Indenture relating to waivers of past Defaults (except to increase the percentage required for such a waiver) or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes; Notes (7) make any change in these amendment and waiver provisions; (8) subject other than provisions relating to Section 10.16(g) and 10.17(e), amend the contractual right Sections 10.16 or 10.17 of any Holder expressly set forth in this Indenture and other than provisions specifying the Notes notice periods for effecting a redemption) or to institute suit for the enforcement of any payment such payment; (6) modify or change any provision of principal, premium, if any, and interest on such Holder’s this Indenture or the related definitions affecting the ranking of the Notes on or after any Guarantee in a manner which adversely affects the due dates thereforHolders; (7) release any Guarantor that is a Significant Subsidiary from any of its obligations under its Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; (8) modify or change the amendment provisions of the Notes or this Indenture; or (9) make any change to in the Intercreditor Agreement or modify in the ranking provisions of this Indenture or any Security Document dealing with the application of proceeds of the Notes Collateral that would materially adversely affect the Holders; or (10) except as expressly permitted by this Indenture, modify Holders or alter the Guarantees priority of any Significant Subsidiary the security interests in any manner materially adverse to the HoldersCollateral. (b) It shall not be necessary for Notwithstanding the foregoing, without the consent of Holders of at least 66⅔% in principal amount of the Notes then Outstanding, no such amendment, waiver or modification will release all or substantially all of the Collateral from the Liens securing the Notes and Guarantees. (c) The consent of the Holders under this Section 9.02 is not necessary under this Indenture to approve the particular form of any proposed amendment or waiver, and it shall be amendment. It is sufficient if such consent approves the substance thereofof the proposed amendment.

Amendments, Supplements or Waivers with Consent of Holders. (a) With the consent of the Holders of at least a majority Except as provided in principal amount of the then Outstanding Notes (including consents obtained in connection with a purchase ofthis Section 9.02, or tender offer or exchange offer for, the Notes), the Issuer, any Guarantor (with respect to any Guarantee to which it is a party or this Indenture) and the Trustee may amend or supplement this Indenture, the Notes or Notes, any Guarantee by a supplemental indenture hereto for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions hereof or thereof or modifying in any manner the rights of the Holders hereunder or thereunder (including consents obtained in connection with a purchase of, or tender offer or exchange offer forNote Guarantee, the Notes)Equal Priority Intercreditor Agreement, any Junior Priority Intercreditor Agreement, any Acceptable Junior Priority Intercreditor Agreement or the Security Documents may be amended or supplemented and any existing Default or Event of Default or compliance with any provision of this Indenture, the Notes Notes, any Note Guarantee, the Equal Priority Intercreditor Agreement, any Junior Priority Intercreditor Agreement, any Acceptable Junior Priority Intercreditor Agreement or any Guarantee Security Document may be waived waived, in each case, with the consent of the Holders of at least a majority in aggregate principal amount of Outstanding Notes, other than Notes beneficially owned by the then Outstanding Notes (Issuer or its Affiliates, including consents or waivers obtained in connection with a purchase of, or tender offer (including a Change of Control Offer) or exchange offer for, the Notes); provided that, without . (b) Without the consent of each affected Holder, no such amendment, supplement or waiver shall, with respect to any Notes held by a non-consenting Holder: (1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of or change the Maturity of any such Note or reduce the premium payable upon the redemption of such Notes or change the time at which such Notes may be redeemed pursuant to Section 11.01; provided that any amendment to the minimum notice requirement may be made with the consent of the Holders of a majority in aggregate principal amount of the then Outstanding Notes; (3) reduce the rate of or change the time for payment of interest on any Note;, (4) waive a Default or Event of Default in (a) the payment of principal of or premium, if any, or interest 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 Outstanding Notes and a waiver of the payment default that resulted from such acceleration, or (b) in respect of a covenant or provision contained in this Indenture or any Note Guarantee which cannot be amended or modified without the consent of all affected Holders; (5) make any Note payable in money other than that stated therein; (6) make any change in Section 5.13 or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes; (7) make any change in these amendment and waiver provisions; (8) subject to Section 10.16(g) and 10.17(e), amend the contractual right of any Holder expressly set forth in this Indenture and the Notes or any Note of any Holder to institute suit for the enforcement of any payment of principal, premium, if any, and interest on such Holder’s Notes on or after the due dates therefor; (9) make any change to or modify the ranking of the Notes that would adversely affect the Holders; or (10) except as expressly permitted by this Indenture, modify the Note Guarantees of any Significant Subsidiary in any manner materially adverse to the Holders. (c) Notwithstanding the foregoing in (a) or (b) It shall not be necessary for above, without the consent of the Holders under this Section 9.02 to approve of at least 66 2/3% in aggregate principal amount of the particular form of any proposed Notes then outstanding, no amendment or waiverwaiver may (A) make any change in any Security Document, and it shall be sufficient if such consent approves the substance thereofEqual Priority Intercreditor Agreement, any Junior Priority Intercreditor Agreement or Acceptable Junior Priority Intercreditor Agreement or the provisions in this Indenture dealing with Collateral or application of trust proceeds of the Collateral with the effect of releasing the Liens on all or substantially all of the Collateral which secure the Secured Notes Obligations or (B) change or alter the priority of the Liens securing the Secured Notes Obligations in any material portion of the Collateral in any way materially adverse, taken as a whole, to the Holders, other than, in each case, as provided under the terms of this Indenture, the Security Documents or the Equal Priority Intercreditor Agreement.

Amendments, Supplements or Waivers with Consent of Holders. (a) With the consent of the Holders of at least not less than a majority in principal amount of the then Outstanding Notes (including consents obtained in connection with a purchase ofNotes, or tender offer or exchange offer for, by Act of said Holders delivered to the Notes)Issuer and the Trustee, the Issuer, any Guarantor (with respect to any Guarantee to which it is a party or this Indenture) and the Trustee may amend or supplement this Indenture, any Guarantee or the Notes or any Guarantee by a supplemental indenture hereto for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions hereof or thereof or of modifying in any manner the rights of the Holders hereunder or thereunder (including consents obtained in connection with a purchase of, or tender offer or exchange offer Exchange Offer for, the Notes), ) and any existing Default or Event of Default or compliance with any provision of this Indenture, Indenture or the Notes or any Guarantee may be waived with the consent of the Holders of at least not less than a majority in principal amount of the then Outstanding Notes, other than Notes beneficially owned by the Issuer or its Affiliates (including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, the Exchange Offer for Notes); provided that, without the consent of the Holder of each Outstanding Note affected Holderthereby, no such amendment, supplement or waiver shall, with respect to any Notes held by a non-consenting Holder: (1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;, (2) reduce the principal of or change the Maturity of any such Note or reduce the premium payable upon the redemption of such Notes any Note or change the time at which such Notes any Note may be redeemed pursuant to Section 11.01; provided that any amendment to the minimum notice requirement may be made with the consent of the Holders of a majority in aggregate principal amount of the then Outstanding Notes;1101, (3) reduce the rate of or change the time for payment of interest on any Note;, (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the NotesNotes issued under this Indenture, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Outstanding Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee guarantee which cannot be amended or modified without the consent of all affected Holders;Holders of the Notes, (5) make any Note payable in money other than that stated therein;in the Notes, (6) make any change in Section 5.13 513 or the rights of Holders of the Notes to receive payments of principal of or premium, if any, or interest on the Notes;, (7) make any change in these amendment and waiver provisions;, (8) subject to Section 10.16(g) and 10.17(e), amend impair the contractual right of any Holder expressly set forth in this Indenture and the Notes to institute suit for the enforcement of any receive payment of principalprincipal of, premium, if any, and or interest on such Holder’s Notes on or after the due dates therefor;therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes, or (9) make any change to or modify the ranking of the Notes any Note or related Guarantee that would adversely affect the Holders; or (10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Subsidiary in any manner materially adverse to the Holders. (b) It shall not be necessary for the consent of Holders under this Section 9.02 902 to approve the particular form of any proposed amendment or waiver, and it shall be sufficient if such consent approves the substance thereof. (c) [Reserved] (d) Neither the Issuer nor any of its Restricted Subsidiaries may, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid and is paid to all Holders (or in the case of an Exchange Offer, exchanged with all Holders) that are “qualified institutional buyers” within the meaning of Rule 144A of the Securities Act, Non-U.S. Persons or IAI, in each case, who, upon request, confirm that they are “qualified institutional buyers”, Non-U.S. Persons or IAI and consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or amendment.

Amendments, Supplements or Waivers with Consent of Holders. (a) With the consent of the Holders of at least not less than a majority in principal amount Initial Principal Amount of the then Outstanding Notes (including consents obtained in connection with a purchase ofNotes, or tender offer or exchange offer forby Act of said Holders delivered to the Co-Issuers and the Trustee, the Notes), the IssuerCo-Issuers, any Guarantor (with respect to any Guarantee or this Indenture to which it is a party or this Indenture) party), when authorized by Board Resolutions of their respective Board of Directors, and the Trustee may amend or supplement this Indenture, the Notes or Security Documents, the Intercreditor Agreement, any Guarantee by a supplemental indenture hereto or the Notes for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions hereof or thereof or of modifying in any manner the rights of the Holders hereunder or thereunder (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and any existing Default or Default, Event of Default or compliance with any provision of this Indenture, Indenture or the Notes or any Guarantee may be waived with the consent of the Holders of at least not less than a majority in principal amount Initial Principal Amount of the then Outstanding Notes (including including, without limitation, consents obtained in connection with a purchase of, of or tender offer or exchange offer for, the for Notes); provided thatprovided, without the consent of each affected Holderhowever, that no such amendment, supplement or waiver shall, with respect to any Notes held by a non-consenting Holderwithout the consent of the Holder of each Outstanding Note affected thereby: (1a) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;, (2b) reduce the principal of or change the Maturity of any such Note or reduce the premium payable upon the redemption of such Notes or change the time at which such Notes may be redeemed (other than pursuant to Section 11.01; provided that any amendment the provisions relating to the minimum notice requirement may be made with the consent of the Holders of repurchase upon a majority Fundamental Change described in aggregate principal amount of the then Outstanding Notes;this Indenture), (3c) reduce the rate of or change the time for payment of interest on any Note;, (4d) waive a Default or Event of Default in the payment of principal of or premium, if anyof, or interest on on, the NotesNotes issued under this Indenture, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Outstanding such Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all affected Holders;, (5e) make any Note payable in money other than that stated therein;in such Notes, (6) make any change in Section 5.13 or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes; (7f) make any change in these amendment amendment, supplement and waiver provisions;, (8) subject to Section 10.16(gg) and 10.17(e), amend impair the contractual right of any Holder expressly set forth in this Indenture and the Notes to institute suit for the enforcement of any receive payment of principalprincipal of, premium, if any, and or interest on such Holder’s Notes on or after the due dates therefor;therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes, (9h) make any change in any Security Document, any Intercreditor Agreement or the provisions in this Indenture dealing with the Collateral or the Security Documents or the application of trust proceeds of the Collateral that would adversely affect the Holders in any material respect or release all or substantially all of the Collateral from the Liens of the Security Documents (except as permitted by the terms of this Indenture, the Security Documents and the Intercreditor Agreement) or change or alter the priority of the security interests in the Collateral in any manner adverse to the Holders, (i) make any change to or modify the ranking of the Notes that would adversely affect the Holders; , or (10j) except as expressly otherwise permitted or contemplated by provisions of this Indenture, modify impair or adversely affect the Guarantees conversion rights of Holders, including any Significant Subsidiary in any manner materially adverse change to the HoldersConversion Price. (b) It shall not be necessary for the consent of Holders under this Section 9.02 to approve the particular form of any proposed amendment or waiver, and it shall be sufficient if such consent approves the substance thereof.

Amendments, Supplements or Waivers with Consent of Holders. (a) With the consent of the Holders of at least a majority in aggregate principal amount of the then Outstanding Notes at the time outstanding (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), the IssuerCompany, any Guarantor (with respect to any Guarantee to which it is a party or this Indenture) when authorized by the resolutions of the Board of Directors, the Paying Agent and the Trustee Trustee, at the Company’s expense, may amend from time to time and at any time enter into an indenture or supplement this Indenture, the Notes or any Guarantee by a indentures supplemental indenture hereto for the purpose of adding any provisions hereto to or thereto, changing in any manner or eliminating any of the provisions hereof of this Indenture or thereof any supplemental indenture or of modifying in any manner the rights of the Holders hereunder or thereunder (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and any existing Default or Event of Default or compliance with any provision of this Indenture, the Notes or waiving any Guarantee may be waived with the consent of the Holders of at least a majority in principal amount of the then Outstanding Notes (including consents obtained in connection with a purchase ofpast default; provided, or tender offer or exchange offer forhowever, the Notes); provided thatthat no such supplemental indenture shall, without the consent of each affected Holder, no such amendment, supplement or waiver shall, with respect to any Notes held by a non-consenting HolderHolder of an outstanding Note affected: (1a) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; (2b) reduce the rate of or extend the stated time for payment of interest, including Additional Interest, on any Note; (c) reduce the principal of or change extend the Maturity stated maturity of any such Note or reduce the premium payable upon the redemption of such Notes or change the time at which such Notes may be redeemed pursuant to Section 11.01; provided that any amendment to the minimum notice requirement may be made with the consent of the Holders of a majority in aggregate principal amount of the then Outstanding Notes; (3) reduce the rate of or change the time for payment of interest on any Note; (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest 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 Outstanding Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all affected Holders; (5) make any Note payable in money other than that stated therein; (6d) make any change in Section 5.13 or that adversely affects the conversion rights of any Notes; (e) reduce the Fundamental Change Purchase Price or Redemption Price of any Note or amend or modify in any manner adverse to the Holders of Notes the Company’s obligation to receive payments make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise; (f) change the place or currency of payment of principal of or premium, if any, or interest on including any Additional Interest in respect of any Note; (g) change the ranking of the Notes; (7h) make any change in these amendment and waiver provisions; (8) subject to Section 10.16(g) and 10.17(e), amend impair the contractual right of any Holder expressly set forth in this Indenture and the Notes to institute suit for the enforcement of any receive payment of principalprincipal and interest, premiumincluding Additional Interest, if any, and interest on such Holder’s Notes on or after the due dates therefor;therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; or (9i) make any change in this Section 7.02 or Section 5.09, except to increase any such percentage or modify the ranking to provide that certain other provisions of the Notes that would adversely affect Indenture cannot be modified or waived without the Holders; or (10) except consent of the Holder of each Note so affected. Upon the written request of the Company, and upon the filing with the Trustee of evidence of the consent of Noteholders as expressly permitted by aforesaid and subject to Section 7.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this IndentureIndenture or otherwise, modify in which case the Guarantees of any Significant Subsidiary Trustee may in any manner materially adverse to the Holders. (b) its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of Holders the Noteholders under this Section 9.02 7.02 to approve the particular form of any proposed amendment or waiversupplemental indenture, and but it shall be sufficient if such consent approves shall approve the substance thereof. After an amendment under this Indenture becomes effective, the Company shall mail to the holders a notice briefly describing such amendment. However, the failure to give such notice to all the holders, or any defect in the notice, will not impair or affect the validity of the amendment.

Amendments, Supplements or Waivers with Consent of Holders. (a) With the consent of the Holders of at least a majority in aggregate principal amount of the then Outstanding Notes, other than Notes (beneficially owned by the Issuer or its Affiliates, including consents or waivers obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), the Issuer, any Guarantor (with respect to any Note Guarantee to which it is a party or this Indenture) and the Trustee may amend or supplement this Indenture, the Notes or any Guarantee by a supplemental indenture hereto for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions hereof or thereof or modifying in any manner the rights of the Holders hereunder or thereunder (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes)Note Guarantee, and any existing Default or Event of Default or compliance with any provision of this Indenture, the Notes or any Note Guarantee may be waived with the consent of the Holders of at least a majority in principal amount of the then Outstanding Notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes)waived; provided that, without the consent of each affected Holder, no such amendment, supplement or waiver shall, with respect to any Notes held by a non-consenting Holder: (1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of or change the Maturity of any such Note or reduce the premium payable upon the redemption of such Notes or change the time at which such Notes may be redeemed pursuant to Section 11.01; provided that any amendment to the minimum notice requirement may be made with the consent of the Holders of a majority in aggregate principal amount of the then Outstanding Notes; (3) reduce the rate of or change the time for payment of interest on any Note;, (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest 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 Outstanding Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Note Guarantee which cannot be amended or modified without the consent of all affected Holders; (5) make any Note payable in money other than that stated therein; (6) make any change in Section 5.13 or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes; (7) make any change in these amendment and waiver provisions; (8) subject to Section 10.16(g) and 10.17(e), amend the contractual right of any Holder expressly set forth in this Indenture and the Notes or any Note of any Holder to institute suit for the enforcement of any payment of principal, premium, if any, and interest on such Holder’s Notes on or after the due dates therefor;; or (9) make any change to or modify the ranking of the Notes that would adversely affect the Holders; or (10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Subsidiary in any manner materially adverse to the Holders. (b) It shall not be necessary for the consent of Holders under this Section 9.02 to approve the particular form of any proposed amendment or waiver, and it shall be sufficient if such consent approves the substance thereof.

Amendments, Supplements or Waivers with Consent of Holders. (a) With the consent of the Holders of at least not less than a majority in principal amount of the then Outstanding Notes (including consents obtained in connection with a purchase ofNotes, or tender offer or exchange offer forby Act of said Holders delivered to the Company and the Trustee, the Notes), the Issuer, any Guarantor (with respect to any Guarantee to which it is a party or this Indenture) Company and the Trustee may amend or supplement this Indenture, any Note Guarantee or the Notes or any Guarantee by a supplemental indenture hereto for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions hereof or thereof or of modifying in any manner the rights of the Holders hereunder or thereunder (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and any existing Default or Default, Event of Default or compliance with any provision of this Indenture, Indenture or the Notes or any Guarantee may be waived with the consent of the Holders of at least not less than a majority in principal amount of the then Outstanding Notes (including including, without limitation, consents obtained in connection with a purchase of, of or tender ten- der offer or exchange offer for, the for Notes); provided thatprovided, without the consent of each affected Holderhowever, that no such amendment, supplement or waiver shall, with respect to any Notes held by a non-consenting Holderwithout the consent of the Holder of each Outstanding Note affected thereby: (1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;, (2) reduce the principal of or change the Maturity of any such Note or reduce alter or waive the premium payable upon provisions with respect to the redemption of such the Notes or change the time at which such Notes may be redeemed pursuant to Section 11.01; provided that any amendment to the minimum notice requirement may be made with the consent of the Holders of a majority in aggregate principal amount of the then Outstanding Notes;(other than Sections 1016 and 1017), (3) reduce the rate of or change the time for payment of interest on any Note;, (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the NotesNotes issued under this Indenture, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Outstanding such Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all affected Holders;, (5) make any Note payable in money other than that stated therein;in the Notes, (6) make any change in Section 5.13 513 or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes;, (7) make any change in these amendment and waiver provisions;, (8) subject to Section 10.16(g) and 10.17(e), amend impair the contractual right of any Holder expressly set forth in this Indenture and the Notes to institute suit for the enforcement of any receive payment of principalprincipal of, premium, if any, and or interest on such Holder’s Notes on or after the due dates therefor;therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes, or (9) make any change to or modify the ranking of the Notes that would adversely affect the Holders; or (10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Subsidiary in any manner materially adverse to the Holders. (b) . It shall is not be necessary for the consent of the Holders of the Notes under this Section 9.02 902 to approve the particular form of any proposed amendment or waiveramendment, and but it shall be is sufficient if such consent approves the substance thereof.

Amendments, Supplements or Waivers with Consent of Holders. (a) With the consent of the Holders of at least not less than a majority in principal amount of the then Outstanding Notes (including consents obtained in connection with a purchase ofNotes, or tender offer or exchange offer forby Act of said Holders delivered to the Company and the Trustee, the Notes), the IssuerCompany, any Guarantor (with respect to any Guarantee or this Indenture to which it is a party or this Indentureparty) and the Trustee may amend or supplement this Indenture, the Notes or Security Documents, the Intercreditor Agreement, any Guarantee by a supplemental indenture hereto or the Notes for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions hereof or thereof or of modifying in any manner the rights of the Holders hereunder or thereunder (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and any existing Default or Default, Event of Default or compliance with any provision of this Indenture, Indenture or the Notes or any Guarantee may be waived with the consent of the Holders of at least not less than a majority in principal amount of the then Outstanding Notes (including including, without limitation, consents obtained in connection with a purchase of, of or tender offer or exchange offer for, the for Notes); provided thatprovided, without the consent of each affected Holderhowever, that no such amendment, supplement or waiver shall, with respect to any Notes held by a non-consenting Holderwithout the consent of the Holder of each Outstanding Note affected thereby: (1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;, (2) reduce the principal of or change the Maturity of any such Note or reduce alter or waive the premium payable upon provisions with respect to the redemption of such the Notes or change the time at which such Notes may be redeemed pursuant to Section 11.01; provided that any amendment to the minimum notice requirement may be made with the consent of the Holders of a majority in aggregate principal amount of the then Outstanding Notes;(other than Sections 1017 and 1018), (3) reduce the rate of or change the time for payment of interest on any Note;, (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the NotesNotes issued under this Indenture, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Outstanding such Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee guarantee which cannot be amended or modified without the consent of all affected Holders;, (5) make any Note payable in money other than that stated therein;in such Notes, (6) make any change in Section 5.13 513 or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes;, (7) make any change in these amendment amendment, supplement and waiver provisions;, (8) subject to Section 10.16(g) and 10.17(e), amend impair the contractual right of any Holder expressly set forth in this Indenture and the Notes to institute suit for the enforcement of any receive payment of principalprincipal of, premium, if any, and or interest on such Holder’s Notes on or after the due dates therefor;therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes, (9) make any change in any Security Document, any Intercreditor Agreement or the provisions in this Indenture dealing with the Collateral or the Security Documents or the application of trust proceeds of the Collateral that would adversely affect the Holders in any material respect or release all or substantially all of the Collateral from the Liens of the Security Documents (except as permitted by the terms of this Indenture, the Security Documents and the Intercreditor Agreement) or change or alter the priority of the security interests in the Collateral, or (10) make any change to or modify the ranking of the Notes that would adversely affect the Holders; or (10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Subsidiary in any manner materially adverse to the Holders. (b) . It shall is not be necessary for the consent of the Holders of Notes under this Section 9.02 902 to approve the particular form of any proposed amendment amendment, supplement or waiver, and but it shall be is sufficient if such consent approves the substance thereof.

Amendments, Supplements or Waivers with Consent of Holders. (a) With the consent of the Holders of at least a majority in principal amount of the then Outstanding Notes (including consents obtained in connection with a the purchase of, or tender offer or exchange offer for, the Notes), by Act of said Holders delivered to the IssuerCompany and the Trustee, the Company, any Guarantor (with respect to any Guarantee or this Indenture to which it is a party or this Indenture) party), and the Trustee may amend or supplement this Indenture, any Guarantee, the Notes or any Guarantee by a supplemental indenture hereto of the Security Documents for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions hereof or thereof or of modifying in any manner the rights of the Holders hereunder or thereunder (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), ) and any existing Default or Default, Event of Default or compliance with any provision of this Indenture, Indenture or the Notes or any Guarantee may be waived with the consent of the Holders of at least a majority in principal amount of the then Outstanding Notes, other than Notes beneficially owned by the Company or its Affiliates (including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, the for Notes); provided thatprovided, however, without the consent of each affected HolderHolder affected, no such an amendment, supplement or waiver shallmay not, with respect to any Notes issued under this Indenture and held by a non-consenting Holder: (1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of or change the Maturity of any such Note or reduce alter or waive the premium payable upon provisions with respect to the redemption of such the Notes or change the time at which such Notes may be redeemed pursuant to (other than Section 11.01; provided that any amendment to the minimum notice requirement may be made with the consent of the Holders of a majority in aggregate principal amount of the then Outstanding Notes1009); (3) reduce the rate of or change the time for payment of interest on any Note; (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the NotesNotes issued under this Indenture, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Outstanding Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee guarantee which cannot be amended or modified without the consent of all affected Holders; (5) make any Note payable in money other than that stated thereinin the Notes; (6) make any change in Section 5.13 513 or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes; (7) make any change in these amendment and waiver provisions; (8) subject release the Company or any Guarantor that is a Significant Subsidiary from any of its obligations under its Guarantee or this Indenture, except as permitted by this Indenture; (9) modify or change any provision of this Indenture or the related definitions to Section 10.16(gaffect the ranking of the Notes or any Guarantee in a manner that adversely affects the Holders; or (10) and 10.17(e), amend the contractual right of any Holder expressly set forth in this Indenture and or the Notes of any Holder to institute suit for the enforcement of any payment of principal, premium, if any, and interest on or with respect to such Holder’s Notes on or after the due dates therefor; (9) make any change to or modify the ranking of the Notes that would adversely affect the Holders; or (10) except as expressly permitted by this Indenture. In addition, modify the Guarantees of any Significant Subsidiary in any manner materially adverse to the Holders. (b) It shall not be necessary for without the consent of Holders of at least 66 2/3% in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), no amendment, supplement or waiver may modify any Security Documents or the provisions in this Indenture dealing with Collateral or the Security Documents to the extent that such amendment, supplement or waiver would have the effect of releasing Liens on all or substantially all of the Collateral securing the Notes (except as permitted by the terms of this Indenture and the Security Documents) or change or alter the priority of the security interests in the Collateral. The consent of the Holders is not necessary under this Section 9.02 Indenture or the Notes to approve the particular form of any proposed amendment or waiver, and it shall be amendment. It is sufficient if such consent approves the substance thereofof the proposed amendment.

Amendments, Supplements or Waivers with Consent of Holders. (a) With the consent of the Holders of at least a majority in principal amount of the then Outstanding Notes (including consents obtained in connection with a purchase ofNotes, or tender offer or exchange offer for, by the Notes)Act of said Holders delivered to the Issuer and the Trustee, the Issuer, any Guarantor (with respect to any Guarantee to which it is a party or this Indenture) and the Trustee may amend or supplement this Indenture, any Guarantee or the Notes or any Guarantee by a supplemental indenture hereto for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions hereof or thereof or of modifying in any manner the rights of the Holders hereunder or thereunder (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), ) and any existing Default or Event of Default or compliance with any provision of this Indenture, Indenture or the Notes or any Guarantee may be waived with the consent of the Holders of at least not less than a majority in principal amount of the then Outstanding Notes (Notes, including consents obtained in connection with a purchase of, of or tender offer for Notes, other than Notes beneficially owned by the Issuer or exchange offer for, the Notes)its Affiliates; provided that, without the consent of the Holder of each Outstanding Note affected Holderthereby, no such amendment, supplement or waiver shall, with respect to any Notes held by a non-consenting Holder: (1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;waiver as confirmed in an Officer’s Certificate to the Trustee, (2) reduce the principal of or change the Maturity of any such Note or reduce the premium payable upon the redemption of such Notes any Note or change the time at which such Notes any Note may be redeemed pursuant to Section 11.01; provided that any amendment to the minimum notice requirement may be made with the consent of the Holders of a majority in aggregate principal amount of the then Outstanding Notes;1101, (3) reduce the rate of or change the time for payment of interest on any Note;, (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the NotesNotes issued under this Indenture, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Outstanding Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all affected Holders;Holders of the Notes, (5) make any Note payable in money other than that stated therein;in the Notes, (6) make any change in Section 5.13 513 or the rights of Holders of the Notes to receive payments of principal of or premium, if any, or interest on the Notes;, (7) make any change in these amendment and waiver provisions;, (8) subject to Section 10.16(g) and 10.17(e), amend impair the contractual right of any Holder expressly set forth in this Indenture and to receive payment of principal of, or interest on such Holxxx’x Notes on or after the Notes due dates therefor or to institute suit for the enforcement of any payment of principal, premium, if any, and interest on or with respect to such Holder’s Notes on or after the due dates therefor;Notes, (9) make any change to or modify the ranking of the Notes any Note or related Guarantee that would adversely affect the Holders; , or (10) except as expressly permitted by this Indenturemake any change that, modify directly or indirectly, subordinates the contractual right of payment on the Notes or the Guarantees to any other Indebtedness or obligations. For purposes of determining whether any Significant Subsidiary in any manner materially adverse Holder shall be disregarded for purposes of such consent, only Notes which a Responsible Officer of the Trustee actually knows to be beneficially owned by the HoldersIssuer or its Affiliates shall be disregarded. (b) It shall not be necessary for the consent of Holders under this Section 9.02 902 to approve the particular form of any proposed amendment or waiver, and it shall be sufficient if such consent approves the substance thereof. (c) [Reserved]. (d) Neither the Issuer nor any of its Restricted Subsidiaries may, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid and is paid to all Holders that are “qualified institutional buyers” within the meaning of Rule 144A of the Securities Act, Non-U.S. Persons or IAI, in each case, who, upon request, confirm that they are “qualified institutional buyers” Non-U.S. Persons or IAI and consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or amendment.

Amendments, Supplements or Waivers with Consent of Holders. (a) With the consent of the Holders of at least not less than a majority in principal amount of the then Outstanding Notes (including any Additional Notes, if any) voting as a single class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), by Act of said Holders delivered to the Issuer and the Trustee, the Issuer, any Guarantor (with respect to any Note Guarantee to which it is a party or this Indenture) and the Trustee may amend or supplement this Indenture, any Note Guarantee or the Notes or any Guarantee by a supplemental indenture hereto for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions hereof or thereof or of modifying in any manner the rights of the Holders hereunder or thereunder and any existing Default (other than a Default in the payment of the principal of, or interest or premium, if any, on, the Notes, except for 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 not less than a majority in principal amount of the Outstanding Notes (including, Additional Notes, if any) voting as a single class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes); provided, and any existing Default or Event of Default or compliance with any provision of this Indenturehowever, the Notes or any Guarantee may be waived with the that, without consent of the Holders of at least a majority in principal amount of the then Outstanding Notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes); provided that, without the consent Holder of each Outstanding Note affected Holderthereby, no such amendment, supplement or waiver shall, with respect to any Notes held by a non-consenting Holder: (1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of or change the Stated Maturity of any such Note or reduce alter or waive any of the premium payable upon provisions with respect to the redemption of such the Notes or change the time at which such Notes may be redeemed pursuant to (except those provisions set forth in Section 11.01; provided that any amendment to the minimum notice requirement may be made with the consent of the Holders of a majority in aggregate principal amount of the then Outstanding Notes1013); (3) reduce the rate of or change the time for payment of interest interest, including Default Interest on any Note; (4) waive a Default or Event of Default in the payment of principal of of, or interest or premium, if any, or interest on 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 Outstanding Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all affected Holders; (5) make any Note payable in money other than that stated thereinin the Notes; (6) make any change in Section 5.13 514 or the rights of Holders of the Notes to receive payments of principal of of, or interest or premium, if any, or interest on on, the Notes; (7) make waive a redemption payment with respect to any change in these amendment and waiver provisionsNote (other than a payment required by Section 1013); (8) subject to Section 10.16(g) and 10.17(e)release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, amend except in accordance with the contractual right terms of any Holder expressly set forth in this Indenture and the Notes to institute suit for the enforcement of any payment of principal, premium, if any, and interest on such Holder’s Notes on or after the due dates therefor;Indenture; or (9) make any change changes to or modify the ranking of the Notes that would adversely affect the Holders; or (10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Subsidiary in any manner materially adverse to the HoldersSection 902. (b) It shall not be necessary for the consent of Holders under this Section 9.02 902 to approve the particular form of any proposed amendment or waiver, and it shall be sufficient if such consent approves the substance thereof.

Amendments, Supplements or Waivers with Consent of Holders. (a) With the consent of the Holders of at least not less than a majority in principal amount of the then Outstanding Notes (including consents obtained in connection with of a purchase ofparticular series, or tender offer or exchange offer forby Act of such Holders delivered to the Company and the Trustee, the Notes), the Issuer, any Guarantor (with respect to any Guarantee to which it is a party or this Indenture) Company and the Trustee may amend or supplement this Indenture, any Note Guarantee or the Notes or any Guarantee by a supplemental indenture hereto of such series for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions hereof or thereof or of modifying in any manner the rights of the Holders of such series hereunder or thereunder (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and any existing Default or Default, Event of Default or compliance with any provision of this Indenture, Indenture or the Notes or any Guarantee of such series may be waived with the consent of the Holders of at least not less than a majority in principal amount of the then Outstanding Notes of such series (including including, without limitation, consents obtained in connection with a purchase of, of or tender offer or exchange offer for, the for Notes); provided thatprovided, without the consent of each affected Holderhowever, that no such amendment, supplement or waiver shall, with respect to any a particular series of Notes held by a non-consenting Holdershall, without the consent of the Holder of each Outstanding Note of such series affected thereby: (1) reduce the principal amount of Notes of such Notes series whose Holders must consent to an amendment, supplement or waiver;, (2) reduce the principal of or change the Maturity of any Note of such Note series or reduce alter or waive the premium payable upon provisions with respect to the redemption of the Notes of such Notes or change the time at which such Notes may be redeemed pursuant to Section 11.01; provided that any amendment to the minimum notice requirement may be made with the consent of the Holders of a majority in aggregate principal amount of the then Outstanding Notes;series (other than Sections 1016 and 1017), (3) reduce the rate of or change the time for payment of interest on any Note;Note of such series, (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the NotesNotes of such series issued under this Indenture, except a rescission of acceleration of the Notes of such series by the Holders of at least a majority in aggregate principal amount of the Outstanding Notes of such series and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all affected Holders;, (5) make any Note of such series payable in money other than that stated therein;in the Notes of such series, (6) make any change in Section 5.13 513 or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes;Notes of such series, (7) make any change in these amendment and waiver provisions;provisions with respect to Notes of such series, (8) subject to Section 10.16(g) and 10.17(e), amend impair the contractual right of any Holder expressly set forth in this Indenture and to receive payment of principal of, or interest on such Holder’s Notes of such series on or after the Notes due dates therefor or to institute suit for the enforcement of any payment of principal, premium, if any, and interest on or with respect to such Holder’s Notes on or after the due dates therefor;of such series, or (9) make any change to or modify the ranking of the Notes of such series that would adversely affect the Holders; or (10) except as expressly permitted by this Indenture, modify the Guarantees Holders of any Significant Subsidiary in any manner materially adverse to the Holders. (b) such series. It shall is not be necessary for the consent of the Holders of the Notes under this Section 9.02 902 to approve the particular form of any proposed amendment or waiveramendment, and but it shall be is sufficient if such consent approves the substance thereof.

Amendments, Supplements or Waivers with Consent of Holders. (a) With the consent of the Holders of at least not less than a majority in principal amount of the then Outstanding Notes (including consents obtained in connection with a purchase ofNotes, or tender offer or exchange offer forby Act of said Holders delivered to the Issuer and the Trustee, the Notes), the IssuerCo-Issuers, any Guarantor (with respect to any Guarantee or this Indenture to which it is a party or this Indenture) party), when authorized by Board Resolutions of their respective Board of Directors, and the Trustee may amend or supplement this Indenture, any Guarantee or the Notes or any Guarantee by a supplemental indenture hereto for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions hereof or thereof or of modifying in any manner the rights of the Holders hereunder or thereunder (including consents obtained in connection with a purchase of, or tender offer or exchange offer Exchange Offer for, the Notes), ) and any existing Default or Default, Event of Default or compliance with any provision of this Indenture, Indenture or the Notes or any Guarantee may be waived with the consent of the Holders of at least not less than a majority in principal amount of the then Outstanding Notes, other than Notes beneficially owned by the Issuer or its Affiliates (including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, the for Notes); provided thatprovided, without the consent of each affected Holderhowever, that no such amendment, supplement or waiver shall, with respect to any Notes held by a non-consenting Holderwithout the consent of the Holder of each Outstanding Note affected thereby: (1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of or change the Maturity of any such Note or reduce alter or waive the premium payable upon provisions with respect to the redemption of such the Notes or change the time at which such Notes may be redeemed pursuant to Section 11.01; provided that any amendment to the minimum notice requirement may be made with the consent of the Holders of a majority in aggregate principal amount of the then Outstanding Notes(other than Sections 1017 and 1018); (3) reduce the rate of or change the time for payment of interest on any Note; (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the NotesNotes issued under this Indenture, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Outstanding Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee guarantee which cannot be amended or modified without the consent of all affected Holders; (5) make any Note payable in money other than that stated thereinin the Notes; (6) make any change in Section 5.13 513 or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes; (7) make any change in these amendment and waiver provisions; (8) subject release Holdings, Intermediate Holdco or any Guarantor that is a Significant Subsidiary from any of its obligations under its Guarantee or this Indenture, except as permitted by this Indenture; (9) modify or change any provision of this Indenture or the related definitions to Section 10.16(gaffect the ranking of the Notes or any Guarantee in a manner that adversely affects the Holders; (10) and 10.17(e), amend impair the contractual right of any Holder expressly set forth in this Indenture and the Notes to institute suit for the enforcement of any receive payment of principalprincipal of, premium, if any, and or interest on such Holder’s Notes on or after the due dates therefor; (9) make therefor or to institute suit for the enforcement of any change payment on or with respect to or modify the ranking of the Notes that would adversely affect the Holderssuch Holder’s Notes; or (1011) except as expressly permitted by this Indenture, modify change the Guarantees subordination provisions of the Indenture in a manner that adversely affects the right of any Significant Subsidiary Holder in any manner materially adverse to the Holdersmaterial respect. (b) It shall not be necessary for the consent of Holders under this Section 9.02 to approve the particular form of any proposed amendment or waiver, and it shall be sufficient if such consent approves the substance thereof.

Amendments, Supplements or Waivers with Consent of Holders. (a) With the consent of the Holders of at least a majority in principal amount of the then Outstanding Notes (including consents obtained in connection with a purchase ofNotes, or tender offer or exchange offer for, by Act of said Holders delivered to the Notes)Issuer and the Trustee, the Issuer, any Guarantor (with respect to any Guarantee or this Indenture to which it is a party or this Indenture) party), when authorized by Board Resolutions of their respective Board of Directors, and the Trustee may amend or supplement this Indenture, the Notes or and any related Guarantee by a supplemental indenture hereto for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions hereof or thereof or of modifying in any manner the rights of the Holders hereunder or thereunder (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), ) and any existing Default or Default, Event of Default or compliance with any provision of this Indenture, Indenture or the Notes or any Guarantee may be waived with the consent of the Holders of at least not less than a majority in principal amount of the then Outstanding Notes, other than Notes beneficially owned by the Issuer or its Affiliates (including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, the for Notes); provided thatprovided, however, without the consent of each affected HolderHolder affected, no such an amendment, supplement or waiver shallmay not, with respect to any Notes issued under this Indenture and held by a non-consenting Holder: (1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of or change the Maturity of any such Note or reduce alter or waive the premium payable upon provisions with respect to the redemption of such the Notes or change the time at which such Notes may be redeemed pursuant to Section 11.01; provided that any amendment to the minimum notice requirement may be made with the consent of the Holders of a majority in aggregate principal amount of the then Outstanding Notes(other than Sections 1017 and 1018); (3) reduce the rate of or change the time for payment of interest on any Note; (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the NotesNotes issued under this Indenture, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Outstanding Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee guarantee which cannot be amended or modified without the consent of all affected Holderseach Holder affected; (5) make any Note payable in money other than that stated thereinin the Notes; (6) make any change in Section 5.13 513 or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes; (7) make any change in these amendment and waiver provisions; (8) subject release Parent or any Guarantor that is a Significant Subsidiary from any of its obligations under its Guarantee or this Indenture, except as permitted by this Indenture; (9) modify or change any provision of this Indenture or the related definitions to Section 10.16(gaffect the ranking of the Notes or any Guarantee in a manner that adversely affects the Holders; or (10) and 10.17(e), amend impair the contractual right of any Holder expressly set forth in this Indenture and the Notes to institute suit for the enforcement of any receive payment of principalprincipal of, premium, if any, and or interest on such Holder’s Notes on or after the due dates therefor; (9) make therefor or to institute suit for the enforcement of any change payment on or with respect to or modify the ranking such Holder’s Notes. The consent of the Notes that would adversely affect the Holders; or (10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Subsidiary in any manner materially adverse to the Holders. (b) It shall Holders is not be necessary for the consent of Holders under this Section 9.02 Indenture to approve the particular form of any proposed amendment or waiver, and it shall be amendment. It is sufficient if such consent approves the substance thereofof the proposed amendment.

Amendments, Supplements or Waivers with Consent of Holders. (a) With the consent of the Holders of at least not less than a majority in principal amount of the then Outstanding Notes (including consents obtained in connection with a purchase ofSecond-Priority Notes, or tender offer or exchange offer forby Act of said Holders delivered to the Issuers and the Second-Priority Trustee, the Notes), the IssuerIssuers, any Subsidiary Guarantor (with respect to any Guarantee or this Second-Priority Indenture to which it is a party or this Indenture) party), when authorized by Board Resolutions of their respective Board of Directors, and the Second-Priority Trustee may amend or supplement this Second-Priority Indenture, the Notes or Second-Priority Security Documents, any Guarantee by a supplemental indenture hereto or the Second-Priority Notes for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions hereof or thereof or of modifying in any manner the rights of the Holders hereunder or thereunder (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and any existing Default or Default, Event of Default or compliance with any provision of this Indenture, Second-Priority Indenture or the Second-Priority Notes or any Guarantee may be waived with the consent of the Holders of at least not less than a majority in principal amount of the then Outstanding Second-Priority Notes, other than Second-Priority Notes beneficially owned by the Issuers or their Affiliates (including including, without limitation, consents obtained in connection with a purchase of, of or tender offer or exchange offer for, the for Second-Priority Notes); provided thatprovided, without the consent of each affected Holderhowever, that no such amendment, supplement or waiver shall, with respect to any Notes held by a nonwithout the consent of the Holder of each Outstanding Second-consenting HolderPriority Note affected thereby: (1) reduce the principal amount of such Second-Priority Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of or change the Maturity of any such Second-Priority Note or reduce alter or waive the premium payable upon provisions with respect to the redemption of such the Second-Priority Notes or change the time at which such Notes may be redeemed pursuant to Section 11.01; provided that any amendment to the minimum notice requirement may be made with the consent of the Holders of a majority in aggregate principal amount of the then Outstanding Notes(other than Sections 1017 and 1018); (3) reduce the rate of or change the time for payment of interest on any Second-Priority Note; (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the NotesSecond-Priority Notes issued under this Second-Priority Indenture, except a rescission of acceleration of the Second-Priority Notes by the Holders of at least a majority in aggregate principal amount of the Outstanding Second-Priority Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Second-Priority Indenture or any Guarantee guarantee which cannot be amended or modified without the consent of all affected Holders; (5) make any Second-Priority Note payable in money other than that stated thereinin the Second-Priority Notes; (6) make any change in Section 5.13 513 or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Second-Priority Notes; (7) make any change in these amendment and waiver provisions; (8) subject to Section 10.16(g) and 10.17(e), amend impair the contractual right of any Holder expressly set forth in this Indenture and to receive payment of principal of, or interest on such Holder’s Second-Priority Notes on or after the Notes due dates therefor or to institute suit for the enforcement of any payment of principal, premium, if any, and interest on or with respect to such Holder’s Notes on or after the due dates therefor;Second-Priority Notes; or (9) make any change to or modify the ranking of the Second-Priority Notes that would adversely affect the Holders; or . In addition, without the consent of the Holders of at least 75% in principal amount of Second-Priority Notes then outstanding, no amendment, supplement or waiver may (101) except as expressly permitted by modify any Second-Priority Security Document or the provisions in this Indenture, modify the Guarantees Second-Priority Indenture dealing with Second-Priority Security Documents or application of any Significant Subsidiary trust moneys in any manner manner, taken as a whole, materially adverse to the HoldersHolders or otherwise release any Collateral other than in accordance with this Second-Priority Indenture, the Second-Priority Security Documents and the Intercreditor Agreement or (2) modify the Intercreditor Agreement in any manner adverse to the Holders in any material respect other than in accordance with the terms of this Second-Priority Indenture, the Second-Priority Security Documents and the Intercreditor Agreement. (b) It shall not be necessary for the consent of Holders under this Section 9.02 to approve the particular form of any proposed amendment or waiver, and it shall be sufficient if such consent approves the substance thereof.

Amendments, Supplements or Waivers with Consent of Holders. (a) With the consent of the Holders of at least a majority in principal amount of the then Outstanding Notes (including consents obtained in connection with a the purchase of, or tender offer or exchange offer for, the Notes), by Act of said Holders delivered to the IssuerIssuer and the Trustee, the Co-Issuers, any Guarantor (with respect to any Guarantee or this Indenture to which it is a party or this Indenture) party), and the Trustee may amend or supplement this Indenture, any Guarantee or the Notes or any Guarantee by a supplemental indenture hereto for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions hereof or thereof or of modifying in any manner the rights of the Holders hereunder or thereunder (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), ) and any existing Default or Default, Event of Default or compliance with any provision of this Indenture, Indenture or the Notes or any Guarantee may be waived with the consent of the Holders of at least not less than a majority in principal amount of the then Outstanding Notes, other than Notes beneficially owned by the Issuer or its Affiliates (including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, the for Notes); provided thatprovided, however, without the consent of each affected HolderHolder affected, no such an amendment, supplement or waiver shallmay not, with respect to any Notes issued under this Indenture and held by a non-consenting Holder: (1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of or change the Maturity of any such Note or reduce alter or waive the premium payable upon provisions with respect to the redemption of such the Notes or change the time at which such Notes may be redeemed pursuant to Section 11.01; provided that any amendment to the minimum notice requirement may be made with the consent of the Holders of a majority in aggregate principal amount of the then Outstanding Notes(other than Sections 1017 and 1018); (3) reduce the rate of or change the time for payment of interest on any Note; (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the NotesNotes issued under this Indenture, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Outstanding Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee guarantee which cannot be amended or modified without the consent of all affected Holders; (5) make any Note payable in money other than that stated thereinin the Notes; (6) make any change in Section 5.13 513 or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes; (7) make any change in these amendment and waiver provisions; (8) subject release Holdings or any Guarantor that is a Significant Subsidiary from any of its obligations under its Guarantee or this Indenture, except as permitted by this Indenture; (9) modify or change any provision of this Indenture or the related definitions to Section 10.16(gaffect the ranking of the Notes or any Guarantee in a manner that adversely affects the Holders; or (10) and 10.17(e), amend impair the contractual right of any Holder expressly set forth in this Indenture and the Notes to institute suit for the enforcement of any receive payment of principalprincipal of, premium, if any, and or interest on such Holder’s Notes on or after the due dates therefor; (9) make therefor or to institute suit for the enforcement of any change payment on or with respect to or modify the ranking such Holder’s Notes. The consent of the Notes that would adversely affect the Holders; or (10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Subsidiary in any manner materially adverse to the Holders. (b) It shall Holders is not be necessary for the consent of Holders under this Section 9.02 Indenture or the Notes to approve the particular form of any proposed amendment or waiver, and it shall be amendment. It is sufficient if such consent approves the substance thereofof the proposed amendment.

Amendments, Supplements or Waivers with Consent of Holders. (a) With the consent of the Holders of at least not less than a majority in principal amount of the then Outstanding Notes (including consents obtained in connection with a purchase ofNotes, or tender offer or exchange offer forby Act of such Holders delivered to the Company and the Trustee, the Notes), the Issuer, any Guarantor (with respect to any Guarantee to which it is a party or this Indenture) Company and the Trustee may amend or supplement this Indenture, any Note Guarantee or the Notes or any Guarantee by a supplemental indenture hereto for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions hereof or thereof or of modifying in any manner the rights of the Holders hereunder or thereunder (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and any existing Default or Default, Event of Default or compliance with any provision of this Indenture, Indenture or the Notes or any Guarantee may be waived with the consent of the Holders of at least not less than a majority in principal amount of the then Outstanding Notes (including including, without limitation, consents obtained in connection with a purchase of, of or tender offer or exchange offer for, the for Notes); provided thatprovided, without the consent of each affected Holderhowever, that no such amendment, supplement or waiver shall, with respect to any Notes held by a non-consenting Holderwithout the consent of the Holder of each Outstanding Note affected thereby: (1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;, (2) reduce the principal of or change the Maturity of any such Note or reduce alter or waive the premium payable upon provisions with respect to the redemption of such the Notes or change the time at which such Notes may be redeemed pursuant to Section 11.01; provided that any amendment to the minimum notice requirement may be made with the consent of the Holders of a majority in aggregate principal amount of the then Outstanding Notes;(other than Sections 1016 and 1017), (3) reduce the rate of or change the time for payment of interest on any Note;, (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the NotesNotes issued under this Indenture, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Outstanding such Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all affected Holders;, (5) make any Note payable in money other than that stated therein;in the Notes, (6) make any change in Section 5.13 513 or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes;, (7) make any change in these amendment and waiver provisions;provisions with respect to Notes, (8) subject to Section 10.16(g) and 10.17(e), amend impair the contractual right of any Holder expressly set forth in this Indenture and the Notes to institute suit for the enforcement of any receive payment of principalprincipal of, premium, if any, and or interest on such Holder’s Notes on or after the due dates therefor;therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes, or (9) make any change to or modify the ranking of the Notes that would adversely affect the Holders; or (10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Subsidiary in any manner materially adverse to the Holders. (b) . It shall is not be necessary for the consent of the Holders of the Notes under this Section 9.02 902 to approve the particular form of any proposed amendment or waiveramendment, and but it shall be is sufficient if such consent approves the substance thereof.

Amendments, Supplements or Waivers with Consent of Holders. (a) With Except as provided in Section 9.01, this Indenture, the Notes and any related Guarantee may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then Outstanding Notes (Notes, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), the Issuer, and any Guarantor (existing Default or Event of Default or compliance with respect to any Guarantee to which it is a party provision of this Indenture or this Indenture) and the Trustee may amend or supplement this Indenture, the Notes or any Guarantee by a supplemental indenture hereto for may be waived with the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions hereof or thereof or modifying in any manner the rights consent of the Holders hereunder or thereunder (of a majority in principal amount of the Outstanding Notes, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes, other than Notes beneficially owned by the Notes), and any existing Default Issuer or Event of Default or compliance with any provision of this Indenture, its Affiliates. Notwithstanding the Notes or any Guarantee may be waived with the consent of the Holders of at least a majority in principal amount of the then Outstanding Notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes); provided thatforegoing, without the consent of each Holder of Notes affected Holderthereby, no such amendment, supplement an amendment or waiver shallmay not, with respect to any Notes notes issued under the Indenture and held by a non-consenting nonconsenting Holder: (1i) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;waiver as confirmed in an Officer’s Certificate to the Trustee, (2ii) reduce the principal of or change the Maturity of any such Note or reduce the premium payable upon the redemption of such Notes any Note or change the time at which such Notes any Note may be redeemed pursuant to Section ‎Section 11.01; provided that any amendment to the minimum notice requirement requirements may be made with the consent of the Holders of a majority in aggregate principal amount of the then Outstanding outstanding Notes;, (3iii) reduce the rate of or change the time for payment of interest on any Note;, (4iv) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the NotesNotes issued under this Indenture, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Outstanding Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all affected Holders;Holders of the Notes, (5v) make any Note payable in money other than that stated therein;in the Notes, (6vi) make any change in Section 5.13 ‎Section 5.02(c) or the rights of Holders of the Notes to receive payments of principal of or premium, if any, or interest on the Notes;, (7vii) make any change in these amendment and waiver provisions;, (8) subject to Section 10.16(gviii) and 10.17(e), amend impair the contractual right of any Holder expressly set forth in this Indenture and the Notes to institute suit for the enforcement of any receive payment of principalprincipal of, premium, if any, and or interest on such Holder’s Notes on or after the due dates therefor;therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes, or (9ix) make any change to or modify the ranking of the Notes any Note or related Guarantee that would adversely affect the Holders; or (10) except as expressly permitted . For purposes of determining whether any Holder shall be disregarded for purposes of such consent, only Notes which a Responsible Officer of the Trustee actually knows to be beneficially owned by this Indenture, modify the Guarantees of any Significant Subsidiary in any manner materially adverse to the HoldersIssuer or its Affiliates shall be disregarded. (b) It shall not be necessary for the consent of Holders under this Section ‎Section 9.02 to approve the particular form of any proposed amendment or waiver, and it shall be sufficient if such consent approves the substance thereof. (c) [Reserved] (d) Neither the Parent nor any of its Restricted Subsidiaries may, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid and is paid to all Holders that are “qualified institutional buyers” within the meaning of Rule 144A of the Securities Act, Non-U.S. Persons or IAI, in each case, who, upon request, confirm that they are “qualified institutional buyers” Non-U.S. Persons or IAI and consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or amendment.

Amendments, Supplements or Waivers with Consent of Holders. (a) With the consent of the Holders of at least not less than a majority in principal amount of the then Outstanding Notes (including consents obtained in connection with a purchase ofNotes, or tender offer or exchange offer forby Act of said Holders delivered to the Company and the Trustee, the Notes), the IssuerCompany, any Guarantor (with respect to any Guarantee or this Indenture to which it is a party or this Indenture) party), when authorized by Board Resolutions of their respective Board of Directors, and the Trustee may amend or supplement this Indenture, the Notes or Security Documents, the Intercreditor Agreement, any Guarantee by a supplemental indenture hereto or the Notes for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions hereof or thereof or of modifying in any manner the rights of the Holders hereunder or thereunder (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and any existing Default or Default, Event of Default or compliance with any provision of this Indenture, Indenture or the Notes or any Guarantee may be waived with the consent of the Holders of at least not less than a majority in principal amount of the then Outstanding Notes, other than Notes beneficially owned by the Company or its Affiliates (including including, without limitation, consents obtained in connection with a purchase of, of or tender offer or exchange offer for, the for Notes); provided thatprovided, without the consent of each affected Holderhowever, that no such amendment, supplement or waiver shall, with respect to any Notes held by a non-consenting Holderwithout the consent of the Holder of each Outstanding Note affected thereby: (1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;, (2) reduce the principal of or change the Maturity of any such Note or reduce alter or waive the premium payable upon provisions with respect to the redemption of such the Notes or change the time at which such Notes may be redeemed pursuant to Section 11.01; provided that any amendment to the minimum notice requirement may be made with the consent of the Holders of a majority in aggregate principal amount of the then Outstanding Notes;(other than Sections 1017 and 1018), (3) reduce the rate of or change the time for payment of interest on any Note;, (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the NotesNotes issued under this Indenture, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Outstanding such Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee guarantee which cannot be amended or modified without the consent of all affected Holders;, (5) make any Note payable in money other than that stated therein;in such Notes, (6) make any change in Section 5.13 513 or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes;, (7) make any change in these amendment amendment, supplement and waiver provisions;, (8) subject to Section 10.16(g) and 10.17(e), amend impair the contractual right of any Holder expressly set forth in this Indenture and the Notes to institute suit for the enforcement of any receive payment of principalprincipal of, premium, if any, and or interest on such Holder’s Notes on or after the due dates therefor;therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes, (9) make any change in any Security Document, any Intercreditor Agreement or the provisions in this Indenture dealing with the Collateral or the Security Documents or the application of trust proceeds of the Collateral that would adversely affect the Holders in any material respect or release all or substantially all of the Collateral from the Liens of the Security Documents (except as permitted by the terms of this Indenture, the Security Documents and the Intercreditor Agreement) or change or alter the priority of the security interests in the Collateral, or (10) make any change to or modify the ranking of the Notes that would adversely affect the Holders; or (10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Subsidiary in any manner materially adverse to the Holders. (b) It shall not be necessary for the consent of Holders under this Section 9.02 to approve the particular form of any proposed amendment or waiver, and it shall be sufficient if such consent approves the substance thereof.

Amendments, Supplements or Waivers with Consent of Holders. (a) With the consent of the Holders of at least not less than a majority in principal amount of the then Outstanding Notes (including consents obtained in connection with a purchase ofNotes, or tender offer or exchange offer forby Act of said Holders delivered to the Issuers and the Trustee, the Notes), the IssuerIssuers, any Guarantor (with respect to any Guarantee or this Indenture to which it is a party or this Indenture) party), when authorized by Board Resolutions of their respective Board of Directors, and the Trustee may amend or supplement this Indenture, any Guarantee or the Notes or any Guarantee by a supplemental indenture hereto for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions hereof or thereof or of modifying in any manner the rights of the Holders hereunder or thereunder (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and any existing Default or Default, Event of Default or compliance with any provision of this Indenture, Indenture or the Notes or any Guarantee may be waived with the consent of the Holders of at least not less than a majority in principal amount of the then Outstanding Notes, other than Notes beneficially owned by the Issuers or their Affiliates (including other than Sprint) (including, without limitation, consents obtained in connection with a purchase of, of or tender offer or exchange offer for, the for Notes); provided thatprovided, without the consent of each affected Holderhowever, that no such amendment, supplement or waiver shall, with respect to any Notes held by a non-consenting Holderwithout the consent of the Holder of each Outstanding Note affected thereby: (1) make any change that adversely affects the exchange or repurchase rights of any Notes; (2) reduce the Fundamental Change Repurchase Price of any Note as calculated in accordance with Section 11.02 or amend or modify in any manner adverse to the Holders the Issuers’ obligation to make such payment, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise; (3) make any change that would reduce the Additional Shares deliverable upon a Fundamental Change as provided in Section 13.05 hereto; (4) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; (25) reduce the principal of or change the Maturity of any such Note or reduce alter or waive the premium payable upon the redemption of such Notes or change the time at which such Notes may be redeemed pursuant to Section 11.01; provided that any amendment provisions with respect to the minimum notice requirement may be made with the consent repurchase of the Holders of a majority in aggregate principal amount of the then Outstanding NotesNotes (other than Section 11.02); (36) reduce the rate of or change the time for payment of interest on any Note; (47) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the NotesNotes issued under this Indenture, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Outstanding Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee guarantee which cannot be amended or modified without the consent of all affected Holders; (5) 8) make any Note payable in money other than that stated thereinin the Notes; (69) make any change in Section 5.13 or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes; (710) make any change in these amendment and waiver provisions; (8) subject to Section 10.16(g11) and 10.17(e), amend impair the contractual right of any Holder expressly set forth in this Indenture and the Notes to institute suit for the enforcement of any receive payment of principalprincipal of, premium, if any, and or interest on such Holder’s Notes on or after the due dates therefor;therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; or (912) make any change to or modify the ranking or subordination provisions of Notes and the Notes Guarantees that would adversely affect the Holders; or (10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Subsidiary in any manner materially adverse to the Holders. (b) It shall not be necessary for the . The consent of Holders the holders of the notes is not necessary under this Section 9.02 the indenture to approve the particular form of any proposed amendment or waiver, and it shall be amendment. It is sufficient if such consent approves the substance thereofof the proposed amendment.

Amendments, Supplements or Waivers with Consent of Holders. (a) With the consent of the Holders of at least not less than a majority in principal amount of the then Outstanding Notes (including consents obtained in connection with a purchase ofNotes, or tender offer or exchange offer for, by Act of said Holders delivered to the Notes)Issuer and the Trustee, the Issuer, any Guarantor (with respect to any Guarantee to which it is a party or this Indenture) and the Trustee may amend or supplement this Indenture, any Guarantee or the Notes or any Guarantee by a supplemental indenture hereto for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions hereof or thereof or of modifying in any manner the rights of the Holders hereunder or thereunder (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), ) and any existing Default or Event of Default or compliance with any provision of this Indenture, Indenture or the Notes or any Guarantee may be waived with the consent of the Holders of at least not less than a majority in principal amount of the then Outstanding Notes, other than Notes beneficially owned by the Issuer or its Affiliates (including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, the for Notes); provided that, without the consent of the Holder of each Outstanding Note affected Holderthereby, no such amendment, supplement or waiver shall, with respect to any Notes held by a non-consenting Holder: (1) reduce the principal amount of such the Notes whose Holders must consent to an amendment, supplement or waiver;, (2) reduce the principal of or change the Maturity of any such Note or reduce the premium payable upon the redemption of such Notes any Note or change the time at which such Notes any Note may be redeemed pursuant to Section 11.01; provided that any amendment to the minimum notice requirement may be made with the consent of the Holders of a majority in aggregate principal amount of the then Outstanding Notes;, (3) reduce the rate of or change the time for payment of interest on any Note;, (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the NotesNotes issued under this Indenture, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Outstanding Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee guarantee which cannot be amended or modified without the consent of all affected Holders;Holders of the Notes, (5) make any Note payable in money other than that stated therein;in the Notes, (6) make any change in Section 5.13 or the rights of Holders of the Notes to receive payments of principal of or premium, if any, or interest on the Notes;, (7) make any change in these amendment and waiver provisions;changes to this Article Nine, (8) subject to Section 10.16(g) and 10.17(e), amend impair the contractual right of any Holder expressly set forth in this Indenture and of the Notes to institute suit for the enforcement of any receive payment of principalprincipal of, premium, if any, and or interest on such Holder’s Notes on or after the due dates therefor;therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes, (9) make any change to or modify the ranking of the Notes any Note or related Guarantee that would adversely affect the Holders; Holders of the Notes, or (10) except as expressly release any Guarantee by a Restricted Subsidiary not otherwise permitted to be released by this Indenture, modify the Guarantees of any Significant Subsidiary in any manner materially adverse to the Holders. (b) It shall not be necessary for the consent of Holders under this Section 9.02 to approve the particular form of any proposed amendment or waiver, and it shall be sufficient if such consent approves the substance thereof. (c) For the avoidance of doubt, (i) no provisions of the Escrow Agreement (including, without limitation, those relating to the release of the Escrowed Funds) may be amended or waived in a manner that would materially adversely affect the Holders of the Notes (as determined in good faith by the Issuer) without the consent of the Holders of a majority in principal amount of the Notes then outstanding and (ii) no provisions of this Indenture with respect to the Issuer’s obligation to redeem the Notes through a Special Mandatory Redemption may be amended or waived in a manner that would materially adversely affect the Holders of the Notes without the consent of each Holder of an outstanding Note affected. (d) Neither the Issuer nor any of its Restricted Subsidiaries may, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid and is paid to all Holders (or in the case of an exchange offer, exchanged with all Holders) that consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or amendment.

Amendments, Supplements or Waivers with Consent of Holders. (a) With the consent of the Holders of at least not less than a majority in principal amount of the then Outstanding Notes (including consents obtained in connection with a purchase ofNotes, or tender offer or exchange offer forby Act of said Holders delivered to the Issuers and the Trustee, the Notes), the IssuerIssuers, any Subsidiary Guarantor (with respect to any Guarantee or this Indenture to which it is a party or this Indenture) party), when authorized by Board Resolutions of their respective Board of Directors, and the Trustee may amend or supplement this Indenture, the Notes or Security Documents, any Guarantee by a supplemental indenture hereto or the Notes for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions hereof or thereof or of modifying in any manner the rights of the Holders hereunder or thereunder (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and any existing Default or Default, Event of Default or compliance with any provision of this Indenture, Indenture or the Notes or any Guarantee may be waived with the consent of the Holders of at least not less than a majority in principal amount of the then Outstanding Notes, other than Notes beneficially owned by the Issuers or their Affiliates (including including, without limitation, consents obtained in connection with a purchase of, of or tender offer or exchange offer for, the for Notes); provided thatprovided, without the consent of each affected Holderhowever, that no such amendment, supplement or waiver shall, with respect to any Notes held by a non-consenting Holderwithout the consent of the Holder of each Outstanding Note affected thereby: (1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of or change the Maturity of any such Note or reduce alter or waive the premium payable upon provisions with respect to the redemption of such the Notes or change the time at which such Notes may be redeemed pursuant to Section 11.01; provided that any amendment to the minimum notice requirement may be made with the consent of the Holders of a majority in aggregate principal amount of the then Outstanding Notes(other than Sections 1017 and 1018); (3) reduce the rate of or change the time for payment of interest on any Note; (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the NotesNotes issued under this Indenture, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Outstanding Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee guarantee which cannot be amended or modified without the consent of all affected Holders; (5) make any Note payable in money other than that stated thereinin the Notes; (6) make any change in Section 5.13 513 or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes; (7) make any change in these amendment and waiver provisions; (8) subject to Section 10.16(g) and 10.17(e), amend impair the contractual right of any Holder expressly set forth in this Indenture and the Notes to institute suit for the enforcement of any receive payment of principalprincipal of, premium, if any, and or interest on such Holder’s Notes on or after the due dates therefor;therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; or (9) make any change to or modify the ranking of the Notes that would adversely affect the Holders; or . In addition, without the consent of the Holders of at least 75% in principal amount of Notes then outstanding, no amendment, supplement or waiver may (101) except as expressly permitted by modify any Security Document or the provisions in this Indenture, modify the Guarantees Indenture dealing with Security Documents or application of any Significant Subsidiary trust moneys in any manner manner, taken as a whole, materially adverse to the HoldersHolders or otherwise release any Collateral other than in accordance with this Indenture, the Security Documents and the Intercreditor Agreement or (2) modify the Intercreditor Agreement in any manner adverse to the Holders in any material respect other than in accordance with the terms of this Indenture, the Security Documents and the Intercreditor Agreement. (b) It shall not be necessary for the consent of Holders under this Section 9.02 to approve the particular form of any proposed amendment or waiver, and it shall be sufficient if such consent approves the substance thereof.

Amendments, Supplements or Waivers with Consent of Holders. (a) With the consent of the Holders of at least not less than a majority in principal amount of the then Outstanding Notes (including consents obtained in connection with a purchase ofNotes, or tender offer or exchange offer for, by Act of said Holders delivered to the Notes)Issuer and the Trustee, the Issuer, any Guarantor (with respect to any Guarantee to which it is a party or this Indenture) and the Trustee may amend or supplement this Indenture, any Guarantee or the Notes or any Guarantee by a supplemental indenture hereto for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions hereof or thereof or of modifying in any manner the rights of the Holders hereunder or thereunder (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), ) and any existing Default or Event of Default or compliance with any provision of this Indenture, Indenture or the Notes or any Guarantee may be waived with the consent of the Holders of at least not less than a majority in principal amount of the then Outstanding Notes, other than Notes beneficially owned by the Issuer or its Affiliates (including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, the for Notes); provided provided, however, that, without the consent of the Holder of each Outstanding Note affected Holderthereby, no such amendment, supplement or waiver shall, with respect to any Notes held by a non-consenting Holder: (1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;, (2) reduce the principal of or change the Maturity of any such Note or reduce the premium payable upon the redemption of such Notes any Note or change the time at which such Notes any Note may be redeemed pursuant to Section 11.011101; provided provided, however, that any amendment to the minimum notice requirement may be made with the consent of the Holders of a majority in aggregate principal amount of the then Outstanding then-outstanding Notes;, (3) reduce the rate of or change the time for payment of interest on any Note;, (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the NotesNotes issued under this Indenture, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Outstanding Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all affected Holders;, (5) make any Note payable in money other than that stated therein;in the Notes, (6) make any change in Section 5.13 513 or the rights of Holders of the Notes to receive payments of principal of or premium, if any, or interest on the Notes;, (7) make any change in these amendment and waiver provisions;changes to this Section 902, (8) subject to Section 10.16(g) and 10.17(e), amend impair the contractual right of any Holder expressly set forth in this Indenture and the Notes to institute suit for the enforcement of any receive payment of principalprincipal of, premiumor interest on, if any, and interest on such Holder’s Notes on or after the due dates therefor;therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes, or (9) make any change to or modify the ranking of the Notes any Note or related Guarantee that would adversely affect the Holders; or (10) except as expressly permitted by this Indenture, modify Holders of the Guarantees of any Significant Subsidiary in any manner materially adverse to the HoldersNotes. (b) It shall not be necessary for the consent of Holders under this Section 9.02 902 to approve the particular form of any proposed amendment or waiver, and it shall be sufficient if such consent approves the substance thereof. (c) [Reserved] (d) Neither the Issuer nor any of its Restricted Subsidiaries may, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid and is paid to all Holders (or in the case of an exchange offer, exchanged with all Holders) that consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or amendment.

Amendments, Supplements or Waivers with Consent of Holders. (a) With the consent of the Holders of at least not less than a majority in principal amount of the then Outstanding Notes (including consents obtained in connection with a purchase ofNotes, or tender offer or exchange offer forby Act of such Holders delivered to the Issuers and the Trustee, the Notes), the Issuer, any Guarantor (with respect to any Guarantee to which it is a party or this Indenture) Issuers and the Trustee may amend or supplement this Indenture, any Note Guarantee or the Notes or any Guarantee by a supplemental indenture hereto for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions hereof or thereof or of modifying in any manner the rights of the Holders hereunder or thereunder (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and any existing Default or Default, Event of Default or compliance with any provision of this Indenture, Indenture or the Notes or any Guarantee may be waived with the consent of the Holders of at least not less than a majority in principal amount of the then Outstanding Notes, other than Notes beneficially owned by the Issuers or their Affiliates (including including, without limitation, consents obtained in connection with a purchase of, of or tender offer or exchange offer for, the for Notes); provided thatprovided, without the consent of each affected Holderhowever, that no such amendment, supplement or waiver shall, with respect to any Notes held by a non-consenting Holderwithout the consent of the Holder of each Outstanding Note affected thereby: (1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;Notes, (2) reduce the principal of or change the Maturity of any such Note or reduce alter or waive the premium payable upon provisions with respect to the redemption of such the Notes or change the time at which such Notes may be redeemed pursuant to (other than Section 11.01; provided that any amendment to the minimum notice requirement may be made with the consent of the Holders of a majority in aggregate principal amount of the then Outstanding Notes;1016), (3) reduce the rate of or change the time for payment of interest on any Note;, (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the NotesNotes issued under this Indenture, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Outstanding such Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all affected Holders;, (5) make any Note payable in money other than that stated therein;in the Notes, (6) make any change in Section 5.13 513 or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes;, (7a) make any change in these amendment and waiver provisions; , (8) subject to Section 10.16(gb) and 10.17(e), amend impair the contractual right of any Holder expressly set forth in this Indenture and the Notes to institute suit for the enforcement of any receive payment of principalprincipal of, premium, if any, and or interest on such Holder’s Notes on or after the due dates therefor or (c) institute suit for the enforcement of any payment on or with respect to such Holder’s Notes on or after the due dates therefor;, or (9) 8) make any change to or modify the ranking of the Notes that would adversely affect the Holders; or (10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Subsidiary in any manner materially adverse to the Holders. (b) . It shall is not be necessary for the consent of the Holders under this Section 9.02 902 to approve the particular form of any proposed amendment or waiveramendment, and but it shall be is sufficient if such consent approves the substance thereof.

Amendments, Supplements or Waivers with Consent of Holders. (a) With the consent of the Holders of at least a majority in principal amount of the then Outstanding Notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), the Issuer, any Guarantor (with respect to any Guarantee to which it is a party or this Indenture) and the Trustee may amend or supplement this Indenture, the Notes or any Guarantee by a supplemental indenture hereto for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions hereof or thereof or modifying in any manner the rights of the Holders hereunder or thereunder (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and any existing Default or Event of Default or compliance with any provision of this Indenture, the Notes or any Guarantee may be waived with the consent of the Holders of at least a majority in principal amount of the then Outstanding Notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes); provided that, without the consent of each affected Holder, no such amendment, supplement or waiver shall, with respect to any Notes held by a non-consenting non‑consenting Holder: (1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of or change the Maturity of any such Note or reduce the premium payable upon the redemption of such Notes or change the time at which such Notes may be redeemed pursuant to Section 11.01; provided that any amendment to the minimum notice requirement may be made with the consent of the Holders of a majority in aggregate principal amount of the then Outstanding Notes; (3) reduce the rate of or change the time for payment of interest on any Note; (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest 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 Outstanding Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all affected Holders; (5) make any Note payable in money other than that stated therein; (6) make any change in Section 5.13 or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes; (7) make any change in these amendment and waiver provisions; (8) subject to Section 10.16(g) and 10.17(e), amend the contractual right of any Holder expressly set forth in this Indenture and the Notes to institute suit for the enforcement of any payment of principal, premium, if any, and interest on such Holder’s Notes on or after the due dates therefor; (9) make any change to or modify the ranking of the Notes that would adversely affect the Holders; or (10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Subsidiary in any manner materially adverse to the Holders. (b) It shall not be necessary for the consent of Holders under this Section 9.02 to approve the particular form of any proposed amendment or waiver, and it shall be sufficient if such consent approves the substance thereof.

Amendments, Supplements or Waivers with Consent of Holders. (a) With the consent of the Holders of at least a majority in principal amount of the then Outstanding Notes (including consents obtained in connection with a purchase ofNotes, or tender offer or exchange offer for, by the Notes)Act of said Holders delivered to the Issuer and the Trustee, the Issuer, any Guarantor (with respect to any Guarantee to which it is a party or this Indenture) and the Trustee may amend or supplement this Indenture, any Guarantee or the Notes or any Guarantee by a supplemental indenture hereto for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions hereof or thereof or of modifying in any manner the rights of the Holders hereunder or thereunder (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), ) and any existing Default or Event of Default or compliance with any provision of this Indenture, Indenture or the Notes or any Guarantee may be waived with the consent of the Holders of at least not less than a majority in principal amount of the then Outstanding Notes (Notes, including consents obtained in connection with a purchase of, of or tender offer for Notes, other than Notes beneficially owned by the Issuer or exchange offer for, the Notes)its Affiliates; provided that, without the consent of the Holder of each Outstanding Note affected Holderthereby, no such amendment, supplement or waiver shall, with respect to any Notes held by a non-consenting Holder: (1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;waiver as confirmed in an Officer’s Certificate to the Trustee, (2) reduce the principal of or change the Maturity of any such Note or reduce the premium payable upon the redemption of such Notes any Note or change the time at which such Notes any Note may be redeemed pursuant to Section 11.01; provided that any amendment to the minimum notice requirement may be made with the consent of the Holders of a majority in aggregate principal amount of the then Outstanding Notes;1101, (3) reduce the rate of or change the time for payment of interest on any Note;, (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the NotesNotes issued under this Indenture, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Outstanding Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all affected Holders;Holders of the Notes, (5) make any Note payable in money other than that stated therein;in the Notes, (6) make any change in Section 5.13 513 or the rights of Holders of the Notes to receive payments of principal of or premium, if any, or interest on the Notes;, (7) make any change in these amendment and waiver provisions;, (8) subject to Section 10.16(g) and 10.17(e), amend impair the contractual right of any Holder expressly set forth in this Indenture and the Notes to institute suit for the enforcement of any receive payment of principalprincipal of, premium, if any, and or interest on such Holder’s Notes on or after the due dates therefor;therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes, or (9) make any change to or modify the ranking of the Notes any Note or related Guarantee that would adversely affect the Holders; or (10) except as expressly permitted . For purposes of determining whether any Holder shall be disregarded for purposes of such consent, only Notes which a Responsible Officer of the Trustee actually knows to be beneficially owned by this Indenture, modify the Guarantees of any Significant Subsidiary in any manner materially adverse to the HoldersIssuer or its Affiliates shall be disregarded. (b) It shall not be necessary for the consent of Holders under this Section 9.02 902 to approve the particular form of any proposed amendment or waiver, and it shall be sufficient if such consent approves the substance thereof. (c) [Reserved]. (d) Neither the Issuer nor any of its Restricted Subsidiaries may, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid and is paid to all Holders that are “qualified institutional buyers” within the meaning of Rule 144A of the Securities Act, Non-U.S. Persons or IAI, in each case, who, upon request, confirm that they are “qualified institutional buyers” Non-U.S. Persons or IAI and consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or amendment.

Amendments, Supplements or Waivers with Consent of Holders. (a) With the consent of the Holders of at least not less than a majority in principal amount of the then Outstanding Notes (including any Additional notes, if any) voting as a single class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), by Act of said Holders delivered to the Issuer and the Trustee, the Issuer, any Guarantor (with respect to any Note Guarantee to which it is a party or this Indenture) and the Trustee may amend or supplement this Indenture, any Note Guarantee or the Notes or any Guarantee by a supplemental indenture hereto for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions hereof or thereof or of modifying in any manner the rights of the Holders hereunder or thereunder and any existing Default (other than a Default in the payment of the principal of, premium on, if any, or interest, if any, on, the Notes, except for 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 not less than a majority in principal amount of the Outstanding Notes (including, Additional Notes, if any) voting as a single class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes); provided, and any existing Default or Event of Default or compliance with any provision of this Indenturehowever, the Notes or any Guarantee may be waived with the that, without consent of the Holders of at least a majority in principal amount of the then Outstanding Notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes); provided that, without the consent Holder of each Outstanding Note affected Holderthereby, no such amendment, supplement or waiver shall, with respect to any Notes held by a non-consenting Holder: (1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of or change the Stated Maturity of any such Note or reduce alter or waive any of the premium payable upon provisions with respect to the redemption of such the Notes or change the time at which such Notes may be redeemed pursuant to (except those provisions set forth in Section 11.01; provided that any amendment to the minimum notice requirement may be made with the consent of the Holders of a majority in aggregate principal amount of the then Outstanding Notes1013); (3) reduce the rate of or change the time for payment of interest interest, including Default Interest on any Note; (4) waive a Default or Event of Default in the payment of principal of or premiumof, premium on, if any, or interest interest, 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 Outstanding Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all affected Holders; (5) make any Note payable in money other than that stated thereinin the Notes; (6) make any change in Section 5.13 514 or the rights of Holders of the Notes to receive payments of principal of or premiumof, premium on, if any, or interest interest, if any, on the Notes; (7) make waive a redemption payment with respect to any change in these amendment and waiver provisionsNote (other than a payment required by Section 1013); (8) subject to Section 10.16(g) and 10.17(e)release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, amend except in accordance with the contractual right terms of any Holder expressly set forth in this Indenture and the Notes to institute suit for the enforcement of any payment of principal, premium, if any, and interest on such Holder’s Notes on or after the due dates therefor;Indenture; or (9) make any change changes to or modify the ranking of the Notes that would adversely affect the Holders; or (10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Subsidiary in any manner materially adverse to the HoldersSection 902. (b) It shall not be necessary for the consent of Holders under this Section 9.02 902 to approve the particular form of any proposed amendment or waiver, and it shall be sufficient if such consent approves the substance thereof.

Amendments, Supplements or Waivers with Consent of Holders. (a) With the consent of the Holders of at least not less than a majority in principal amount of the then Outstanding Notes (including consents obtained in connection with a purchase ofNotes, or tender offer or exchange offer forby Act of said Holders delivered to the Company and the Trustee, the Notes), the IssuerCompany, any Guarantor (with respect to any Guarantee or this Indenture to which it is a party or this Indentureparty) and the Trustee may amend or supplement this Indenture, the Notes or Security Documents, the Intercreditor Agreement, any Guarantee by a supplemental indenture hereto or the Notes for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions hereof or thereof or of modifying in any manner the rights of the Holders hereunder or thereunder (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and any existing Default or Default, Event of Default or compliance with any provision of this Indenture, Indenture or the Notes or any Guarantee may be waived with the consent of the Holders of at least not less than a majority in principal amount of the then Outstanding Notes (including including, without limitation, consents obtained in connection with a purchase of, of or tender offer or exchange offer for, the for Notes); provided thatprovided, without the consent of each affected Holderhowever, that no such amendment, supplement or waiver shall, with respect to any Notes held by a non-consenting Holderwithout the consent of the Holder of each Outstanding Note affected thereby: (1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;, (2) reduce the principal of or change the Maturity of any such Note or reduce alter or waive the premium payable upon provisions with respect to the redemption of such the Notes or change the time at which such Notes may be redeemed pursuant to Section 11.01; provided that any amendment to the minimum notice requirement may be made with the consent of the Holders of a majority in aggregate principal amount of the then Outstanding Notes;(other than Sections 1017 and 1018), (3) reduce the rate of or change the time for payment of interest on any Note;, (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the NotesNotes issued under this Indenture, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Outstanding such Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee guarantee which cannot be amended or modified without the consent of all affected Holders;, (5) make any Note payable in money other than that stated therein;in such Notes, (6) make any change in Section 5.13 513 or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes;, (7) make any change in these amendment amendment, supplement and waiver provisions;, (8) subject to Section 10.16(g) and 10.17(e), amend impair the contractual right of any Holder expressly set forth in this Indenture and the Notes to institute suit for the enforcement of any receive payment of principalprincipal of, premium, if any, and or interest on such Holder’s Notes on or after the due dates therefor;therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes, (9) make any change in any Security Document, any Intercreditor Agreement or the provisions in this Indenture dealing with the Collateral or the Security Documents or the application of trust proceeds of the Collateral that would adversely affect the Holders in any material respect or release all or substantially all of the Collateral from the Liens of the Security Documents (except as permitted by the terms of this Indenture, the Security Documents and the Intercreditor Agreement) or change or alter the priority of the security interests in the Collateral, or (10) make any change to or modify the ranking of the Notes that would adversely affect the Holders; or (10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Subsidiary in any manner materially adverse to the Holders. (b) . It shall is not be necessary for the consent of the Holders of Notes under this Section 9.02 902 to approve the particular form of any proposed amendment amendment, supplement or waiver, and but it shall be is sufficient if such consent approves the substance thereof.

Amendments, Supplements or Waivers with Consent of Holders. (a) With the consent of the Holders of at least not less than a majority in principal amount of the then Outstanding Notes (including any Additional notes, if any) voting as a single class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), by Act of said Holders delivered to the Issuer and the Trustee, the Issuer, any Guarantor (with respect to any Note Guarantee to which it is a party or this Indenture) and the Trustee may amend or supplement this Indenture, any Note Guarantee or the Notes or any Guarantee by a supplemental indenture hereto for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions hereof or thereof or of modifying in any manner the rights of the Holders hereunder or thereunder and any existing Default (other than a Default in the payment of the principal of, or interest or premium, if any, on, the Notes, except for 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 not less than a majority in principal amount of the Outstanding Notes (including, Additional Notes, if any) voting as a single class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes); provided, and any existing Default or Event of Default or compliance with any provision of this Indenturehowever, the Notes or any Guarantee may be waived with the that, without consent of the Holders of at least a majority in principal amount of the then Outstanding Notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes); provided that, without the consent Holder of each Outstanding Note affected Holderthereby, no such amendment, supplement or waiver shall, with respect to any Notes held by a non-consenting Holder: (1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of or change the Stated Maturity of any such Note or reduce alter or waive any of the premium payable upon provisions with respect to the redemption of such the Notes or change the time at which such Notes may be redeemed pursuant to (except those provisions set forth in Section 11.01; provided that any amendment to the minimum notice requirement may be made with the consent of the Holders of a majority in aggregate principal amount of the then Outstanding Notes1013); (3) reduce the rate of or change the time for payment of interest interest, including Default Interest on any Note; (4) waive a Default or Event of Default in the payment of principal of of, or interest or premium, if any, or interest on 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 Outstanding Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all affected Holders; (5) make any Note payable in money other than that stated thereinin the Notes; (6) make any change in Section 5.13 514 or the rights of Holders of the Notes to receive payments of principal of of, or interest or premium, if any, or interest on on, the Notes; (7) make waive a redemption payment with respect to any change in these amendment and waiver provisionsNote (other than a payment required by Section 1013); (8) subject to Section 10.16(g) and 10.17(e)release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, amend except in accordance with the contractual right terms of any Holder expressly set forth in this Indenture and the Notes to institute suit for the enforcement of any payment of principal, premium, if any, and interest on such Holder’s Notes on or after the due dates therefor;Indenture; or (9) make any change changes to or modify the ranking of the Notes that would adversely affect the Holders; or (10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Subsidiary in any manner materially adverse to the HoldersSection 902. (b) It shall not be necessary for the consent of Holders under this Section 9.02 902 to approve the particular form of any proposed amendment or waiver, and it shall be sufficient if such consent approves the substance thereof.

Amendments, Supplements or Waivers with Consent of Holders. (a) With the consent of the Holders of at least a majority in principal amount of the then Outstanding Notes (including consents obtained in connection with a purchase ofNotes, or tender offer or exchange offer for, by Act of said Holders delivered to the Notes)Issuer and the Trustee, the Issuer, any Guarantor (with respect to any Guarantee or this Indenture to which it is a party or this Indentureparty) and the Trustee may amend or supplement this Indenture, any Guarantee or the Notes or any Guarantee by a supplemental indenture hereto for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions hereof or thereof or of modifying in any manner the rights of the Holders hereunder or thereunder and any existing Default, Event of Default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the Outstanding Notes (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and any existing Default or Event of Default or compliance with any provision of this Indenture, the Notes or any Guarantee may be waived with the consent of the Holders of at least a majority in principal amount of the then Outstanding Notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes); provided thatprovided, without the consent of each affected Holderhowever, that no such amendment, supplement or waiver shall, with respect to any Notes held by a non-consenting Holderwithout the consent of the Holder of each Outstanding Note affected thereby: (1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;, (2) reduce the principal of or change the Maturity of any such Note or reduce alter or waive the premium payable upon provisions with respect to the redemption of such the Notes or change the time at which such Notes may be redeemed pursuant (other than provisions relating to Section 11.01; provided that any amendment to the minimum notice requirement may be made with the consent of the Holders of a majority in aggregate principal amount of the then Outstanding Notes;Sections 10.15 and 10.16), (3) reduce the rate of or change the time for payment of interest on any Note;, (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the NotesNotes issued under this Indenture, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Outstanding such Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all affected Holders;, (5) make any Note payable in money other than that stated therein;in such Notes, (6) make any change in Section 5.13 or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes;, (7) make any change in these the amendment and waiver provisions;provisions set forth in Sections 9.01 and 9.02, (8) subject to Section 10.16(g) and 10.17(e), amend impair the contractual right of any Holder expressly set forth in this Indenture and the Notes to institute suit for the enforcement of any receive payment of principalprincipal of, premium, if any, and or interest on such Holder’s Notes on or after the due dates therefor;therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes, (9) make any change to or modify the ranking of the Notes that would adversely affect the Holders; or (10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Subsidiary in any manner materially adverse to the Holders., or (b10) make any change to or modify the ranking of the Notes that would adversely affect the Holders. It shall is 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 amendment, supplement or waiver, and but it shall be is sufficient if such consent approves the substance thereof.

Amendments, Supplements or Waivers with Consent of Holders. (a) With the consent of the Holders of at least a majority in aggregate principal amount of the then Outstanding Notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), the Issuer, any Guarantor (with respect to any Guarantee to which it is a party or this Indenture) ), the Trustee and the Trustee Notes Collateral Agent, as applicable, may amend or supplement this Indenture, any Security Document, the Notes or any Guarantee by a supplemental indenture hereto for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions hereof or thereof or modifying in any manner the rights of the Holders hereunder or thereunder (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and any existing Default or Event of Default or compliance with any provision of this Indenture, any Security Document, the Notes or any Guarantee may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then Outstanding Notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes); provided that, without the consent of each directly and adversely affected Holder, no such amendment, supplement or waiver shall, with respect to any Notes held by a non-consenting non‑consenting Holder: (1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal rate of or change or have the Maturity effect of any such Note or reduce the premium payable upon the redemption of such Notes or change changing the time at which such Notes may be redeemed pursuant to Section 11.01; provided that for payment of interest, including defaulted interest, on any amendment to the minimum notice requirement may be made with the consent of the Holders of a majority in aggregate principal amount of the then Outstanding Notes; (3) reduce the rate principal of or change or have the time for payment effect of interest changing the fixed maturity of any Notes, or change the date on which any NoteNotes may be subject to redemption or reduce the redemption price therefor (other than Section 10.16 or 10.17); (4) waive a Default or Event of Default make any Notes payable in money other than that stated in the payment of principal of or premium, if any, or interest 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 Outstanding Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all affected Holders; (5) make any Note payable in money other than that stated therein; (6) make any change in Section 5.13 the provisions of this Indenture relating to waivers of past Defaults (except to increase the percentage required for such a waiver) or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes; Notes (7) make any change in these amendment and waiver provisions; (8) subject other than provisions relating to Section 10.16(g) and 10.17(e), amend the contractual right Sections 10.16 or 10.17 of any Holder expressly set forth in this Indenture and other than provisions specifying the Notes notice periods for effecting a redemption) or to institute suit for the enforcement of any payment such payment; (6) modify or change any provision of principal, premium, if any, and interest on such Holder’s this Indenture or the related definitions affecting the ranking of the Notes on or after any Guarantee in a manner which adversely affects the due dates thereforHolders; (7) release any Guarantor that is a Significant Subsidiary from any of its obligations under its Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; (8) modify or change the amendment provisions of the Notes or this Indenture; or (9) make any change to in the Intercreditor Agreement or modify in the ranking provisions of this Indenture or any Security Document dealing with the application of proceeds of the Notes Collateral that would materially adversely affect the Holders; or (10) except as expressly permitted by this Indenture, modify Holders or alter the Guarantees priority of any Significant Subsidiary the security interests in any manner materially adverse to the HoldersCollateral. (b) It shall not be necessary for Notwithstanding the foregoing, without the consent of Holders of at least 66⅔% in principal amount of the Notes then Outstanding, no such amendment, waiver or modification will release all or substantially all of the Collateral from the Liens securing the Notes and Guarantees. (c) The consent of the Holders under this Section 9.02 is not necessary under this Indenture to approve the particular form of any proposed amendment or waiver, and it shall be amendment. It is sufficient if such consent approves the substance thereofof the proposed amendment.

Amendments, Supplements or Waivers with Consent of Holders. (a) With the consent of the Holders of at least a majority in principal amount of the then Outstanding Notes (including consents obtained in connection with a purchase ofNotes, or tender offer or exchange offer for, by the Notes)Act of said Holders delivered to the Issuer and the Trustee, the Issuer, any Guarantor (with respect to any Guarantee to which it is a party or this Indenture) and the Trustee may amend or supplement this Indenture, any Guarantee or the Notes or any Guarantee by a supplemental indenture hereto for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions hereof or thereof or of modifying in any manner the rights of the Holders hereunder or thereunder (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), ) and any existing Default or Event of Default or compliance with any provision of this Indenture, Indenture or the Notes or any Guarantee may be waived with the consent of the Holders of at least not less than a majority in principal amount of the then Outstanding Notes (Notes, including consents obtained in connection with a purchase of, of or tender offer for Notes, other than Notes beneficially owned by the Issuer or exchange offer for, the Notes)its Affiliates; provided that, without the consent of the Holder of each Outstanding Note affected Holderthereby, no such amendment, supplement or waiver shall, with respect to any Notes held by a non-consenting Holder: (1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;waiver as confirmed in an Officer’s Certificate to the Trustee, (2) reduce the principal of or change the Maturity of any such Note or reduce the premium payable upon the redemption of such Notes any Note or change the time at which such Notes any Note may be redeemed pursuant to Section 11.01; provided that any amendment to the minimum notice requirement may be made with the consent of the Holders of a majority in aggregate principal amount of the then Outstanding Notes;1101, (3) reduce the rate of or change the time for payment of interest on any Note;, (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the NotesNotes issued under this Indenture, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Outstanding Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all affected Holders;Holders of the Notes, (5) make any Note payable in money other than that stated therein;in the Notes, (6) make any change in Section 5.13 513 or the rights of Holders of the Notes to receive payments of principal of or premium, if any, or interest on the Notes;, (7) make any change in these amendment and waiver provisions;, (8) subject to Section 10.16(g) and 10.17(e), amend impair the contractual right of any Holder expressly set forth in this Indenture and the Notes to institute suit for the enforcement of any receive payment of principalprincipal of, premium, if any, and or interest on such Holder’s Notes on or after the due dates therefor;therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes, or (9) make any change to or modify the ranking of the Notes any Note or related Guarantee that would adversely affect the Holders; or (10) except as expressly permitted . For purposes of determining whether any Holder shall be disregarded for purposes of such consent, only Notes which a Responsible Officer of the Trustee actually knows to be beneficially owned by this Indenture, modify the Guarantees of any Significant Subsidiary in any manner materially adverse to the HoldersIssuer or its Affiliates shall be disregarded. (b) It shall not be necessary for the consent of Holders under this Section 9.02 902 to approve the particular form of any proposed amendment or waiver, and it shall be sufficient if such consent approves the substance thereof. (c) [Reserved] (d) Neither the Issuer nor any of its Restricted Subsidiaries may, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid and is paid to all Holders that are “qualified institutional buyers” within the meaning of Rule 144A of the Securities Act, Non-U.S. Persons or IAI, in each case, who, upon request, confirm that they are “qualified institutional buyers” Non-U.S. Persons or IAI and consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or amendment.

Amendments, Supplements or Waivers with Consent of Holders. (a) With the consent of the Required Holders of at least a majority in principal amount of the then Outstanding Notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), the Issuer, any Guarantor (with respect to any Guarantee to which it is a party or this Indenture) ), the Trustee and the Trustee Notes Collateral Agent may amend or supplement this Indenture, the Notes or Notes, any Guarantee Guarantee, the First Lien/Second Lien Intercreditor Agreement and the other Security Documents by a supplemental indenture hereto for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions hereof or thereof or modifying in any manner the rights of the Holders hereunder or thereunder (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and any existing Default or Event of Default or compliance with any provision of this Indenture, the Notes Notes, any Guarantee, the First Lien/Second Lien Intercreditor Agreement or any Guarantee other Security Document may be waived with the consent of the Holders of at least a majority in principal amount of Required Holders, other than Notes beneficially owned by the then Outstanding Notes Issuer or its Affiliates (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes); provided that, without the consent of each affected Holder, no such amendment, supplement or waiver shall, with respect to any Notes held by a non-consenting Holder: (1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of or change the Maturity of any such Note or reduce the premium payable upon the redemption of such Notes or change the time at which such Notes may be redeemed pursuant to Section 11.01; provided that any amendment to the minimum notice requirement may be made with the consent of the Holders of a majority in aggregate principal amount of the then Outstanding NotesRequired Holders; (3) reduce the rate of or change the time for payment of interest on any Note; (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Required Holders of at least a majority in aggregate principal amount of the Outstanding Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all affected Holders; (5) make any Note payable in money other than that stated therein; (6) make any change in Section 5.13 or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes; (7) make any change in these amendment and waiver provisions; (8) subject to Section 10.16(g10.16(f) and 10.17(eSection 10.17(g), amend the contractual right of any Holder expressly set forth in this Indenture and the Notes to institute suit for the enforcement of any payment of principal, premium, if any, and interest on such HolderXxxxxx’s Notes on or after the due dates therefor; (9) make any change except as expressly permitted by this Indenture, release the Liens securing the Notes Obligations with respect to all or modify substantially all the ranking Collateral or release the Guarantees with respect to Guarantors that represent all or substantially all of the Notes that would adversely affect value of the Holders; orGuarantees; (10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Subsidiary in any manner materially adverse to the Holders; (11) designate any Subsidiary as an “Unrestricted Subsidiary” or permit the transfer of any assets (including by disposition, Investment or Restricted Payments) to “Unrestricted Subsidiaries” or otherwise permit the creation or existence of, or transfer of any assets (including by disposition, Investment or Restricted Payments) to, a subsidiary otherwise excluded from the requirements applicable to Restricted Subsidiaries pursuant to the terms of this Indenture; (12) make any change to, or modify, the limitations on releasing and discharging Guarantors that are not Wholly-Owned Subsidiaries set forth under Article Twelve; (13) make any change to, or modify, the covenant set forth in Section 10.18 and the related definition of Material Property; (14) make any change or modification that would authorize the incurrence of additional Indebtedness that would be issued under this Indenture, the Notes, any Guarantee, the First Lien/Second Lien Intercreditor Agreement and the Security Documents for the primary purpose of influencing voting thresholds; (15) make any change to, or modify, the last sentence of Section 10.11(e); (16) make any change to the prohibition to acquire Notes through non-cash open market purchases, unless all adversely affected Holders are offered the ability to participate in such transaction on a pro rata basis, on the same terms; or (17) permit the issuance or incurrence of any Indebtedness (including any exchange of existing Indebtedness that results in another class of Indebtedness for borrowed money, but excluding, for the avoidance of doubt, capital leases pursuant to Section 10.11(b)(4) and any “debtor-in-possession” facility pursuant to section 364 of the Bankruptcy Code (or similar financing under applicable law)) with respect to which the Notes Obligations would be subordinated in right of payment or Liens on the Collateral securing the Notes Obligations would be subordinated (any such other Indebtedness to which the Notes Obligations are subordinated in right of payment or such Liens securing any of the Notes Obligations are subordinated, “Specified Indebtedness”), unless each adversely affected Holder has been offered a bona fide opportunity to fund or otherwise provide its pro rata share (based on the principal amount of Notes Obligations that are adversely affected thereby held by each Holder) of the Specified Indebtedness on the same terms (other than bona fide backstop fees and reimbursement of counsel fees and other expenses in connection with the negotiation of the terms of such transaction; such fees and expenses, “Ancillary Fees”) as offered to all other providers (or their Affiliates) of the Specified Indebtedness and to the extent such adversely affected Xxxxxx decides to participate in the Specified Indebtedness, receive its pro rata share of the fees and any other similar benefit (other than Ancillary Fees) of the Specified Indebtedness afforded to the providers of the Specified Indebtedness (or any of their Affiliates) in connection with providing the Specified Indebtedness. (b) It shall not be necessary for the consent of Holders under this Section 9.02 to approve the particular form of any proposed amendment or waiver, and it shall be sufficient if such consent approves the substance thereof.

Amendments, Supplements or Waivers with Consent of Holders. (a) With the consent of the Holders of at least a majority in principal amount of the then Outstanding Notes (including consents obtained in connection with a the purchase of, or tender offer or exchange offer for, the Notes), by Act of said Holders delivered to the Issuer and the Trustee, the Issuer, any Guarantor (with respect to any Guarantee or this Indenture to which it is a party or this Indenture) party), and the Trustee may amend or supplement this Indenture, any Guarantee or the Notes or any Guarantee by a supplemental indenture hereto for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions hereof or thereof or of modifying in any manner the rights of the Holders hereunder or thereunder (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), ) and any existing Default or Default, Event of Default or compliance with any provision of this Indenture, Indenture or the Notes or any Guarantee may be waived with the consent of the Holders of at least a majority in principal amount of the then Outstanding Notes, other than Notes beneficially owned by the Issuer or its Affiliates (including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, the for Notes); provided thatprovided, however, without the consent of each affected HolderHolder affected, no such an amendment, supplement or waiver shallmay not, with respect to any Notes issued under this Indenture and held by a non-consenting Holder: : (1a) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; ; (2b) reduce the principal of or change the Maturity of any such Note or reduce alter or waive the premium payable upon provisions with respect to the redemption of such the Notes or change the time at which such Notes may be redeemed pursuant to Section 11.01(other than Sections 10.16 and 10.17); provided that any amendment to the minimum notice requirement may be made with the consent of the Holders of a majority in aggregate principal amount of the then Outstanding Notes; (3c) reduce the rate of or change the time for payment of interest on any Note; (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest 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 Outstanding Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all affected Holders; (5) make any Note payable in money other than that stated therein; (6) make any change in Section 5.13 or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes; (7) make any change in these amendment and waiver provisions; (8) subject to Section 10.16(g) and 10.17(e), amend the contractual right of any Holder expressly set forth in this Indenture and the Notes to institute suit for the enforcement of any payment of principal, premium, if any, and interest on such Holder’s Notes on or after the due dates therefor; (9) make any change to or modify the ranking of the Notes that would adversely affect the Holders; or (10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Subsidiary in any manner materially adverse to the Holders. (b) It shall not be necessary for the consent of Holders under this Section 9.02 to approve the particular form of any proposed amendment or waiver, and it shall be sufficient if such consent approves the substance thereof.

Amendments, Supplements or Waivers with Consent of Holders. (a) With the consent of the Holders of at least a majority in principal amount of the then Outstanding Notes (including consents obtained in connection with a purchase ofNotes, or tender offer or exchange offer for, by the Notes)Act of said Holders delivered to the Issuer and the Trustee, the Issuer, any Guarantor (with respect to any Guarantee to which it is a party or this Indenture) and the Trustee may amend or supplement this Indenture, any Guarantee or the Notes or any Guarantee by a supplemental indenture hereto for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions hereof or thereof or of modifying in any manner the rights of the Holders hereunder or thereunder (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), ) and any existing Default or Event of Default or compliance with any provision of this Indenture, Indenture or the Notes or any Guarantee may be waived with the consent of the Holders of at least not less than a majority in principal amount of the then Outstanding Notes (Notes, including consents obtained in connection with a purchase of, of or tender offer for Notes, other than Notes beneficially owned by the Issuer or exchange offer for, the Notes)its Affiliates; provided that, without the consent of the Holder of each Outstanding Note affected Holderthereby, no such amendment, supplement or waiver shall, with respect to any Notes held by a non-consenting Holder: (1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;waiver as confirmed in an Officer’s Certificate to the Trustee, (2) reduce the principal of or change the Maturity of any such Note or reduce the premium payable upon the redemption of such Notes any Note or change the time at which such Notes any Note may be redeemed pursuant to Section 11.011101; provided that any amendment to the minimum notice requirement requirements may be made with the consent of the Holders of a majority in aggregate principal amount of the then Outstanding outstanding Notes;, (3) reduce the rate of or change the time for payment of interest on any Note;, (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the NotesNotes issued under this Indenture, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Outstanding Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all affected Holders;Holders of the Notes, (5) make any Note payable in money other than that stated therein;in the Notes, (6) make any change in Section 5.13 513 or the rights of Holders of the Notes to receive payments of principal of or premium, if any, or interest on the Notes;, (7) make any change in these amendment and waiver provisions;, (8) subject to Section 10.16(g) and 10.17(e), amend impair the contractual right of any Holder expressly set forth in this Indenture and the Notes to institute suit for the enforcement of any receive payment of principalprincipal of, premium, if any, and or interest on such Holder’s Notes on or after the due dates therefor;therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes, or (9) make any change to or modify the ranking of the Notes any Note or related Guarantee that would adversely affect the Holders; or (10) except as expressly permitted . For purposes of determining whether any Holder shall be disregarded for purposes of such consent, only Notes which a Responsible Officer of the Trustee actually knows to be beneficially owned by this Indenture, modify the Guarantees of any Significant Subsidiary in any manner materially adverse to the HoldersIssuer or its Affiliates shall be disregarded. (b) It shall not be necessary for the consent of Holders under this Section 9.02 902 to approve the particular form of any proposed amendment or waiver, and it shall be sufficient if such consent approves the substance thereof. (c) [Reserved] (d) Neither the Issuer nor any of its Restricted Subsidiaries may, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid and is paid to all Holders that are “qualified institutional buyers” within the meaning of Rule 144A of the Securities Act, Non-U.S. Persons or IAI, in each case, who, upon request, confirm that they are “qualified institutional buyers” Non-U.S. Persons or IAI and consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or amendment.

Amendments, Supplements or Waivers with Consent of Holders. (a) With the consent of the Holders of at least not less than a majority in principal amount of the then Outstanding Notes (including consents obtained in connection with a purchase ofNotes, or tender offer or exchange offer forby Act of said Holders delivered to the Issuer and the Trustee, the Notes), the IssuerCo-Issuers, any Guarantor (with respect to any Guarantee or this Indenture to which it is a party or this Indenture) party), when authorized by Board Resolutions of their respective Board of Directors, and the Trustee may amend or supplement this Indenture, any Guarantee or the Notes or any Guarantee by a supplemental indenture hereto for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions hereof or thereof or of modifying in any manner the rights of the Holders hereunder or thereunder (including consents obtained in connection with a purchase of, or tender offer or exchange offer Exchange Offer for, the Notes), ) and any existing Default or Default, Event of Default or compliance with any provision of this Indenture, Indenture or the Notes or any Guarantee may be waived with the consent of the Holders of at least not less than a majority in principal amount of the then Outstanding Notes, other than Notes beneficially owned by the Issuer or its Affiliates (including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, the for Notes); provided thatprovided, without the consent of each affected Holderhowever, that no such amendment, supplement or waiver shall, with respect to any Notes held by a non-consenting Holderwithout the consent of the Holder of each Outstanding Note affected thereby: (1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of or change the Maturity of any such Note or reduce alter or waive the premium payable upon provisions with respect to the redemption of such the Notes or change the time at which such Notes may be redeemed pursuant to Section 11.01; provided that any amendment to the minimum notice requirement may be made with the consent of the Holders of a majority in aggregate principal amount of the then Outstanding Notes(other than Sections 1017 and 1018); (3) reduce the rate of or change the time for payment of interest on any Note; (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the NotesNotes issued under this Indenture, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Outstanding Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee guarantee which cannot be amended or modified without the consent of all affected Holders; (5) make any Note payable in money other than that stated thereinin the Notes; (6) make any change in Section 5.13 513 or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes; (7) make any change in these amendment and waiver provisions; (8) subject release Holdings, Intermediate Holdco or any Guarantor that is a Significant Subsidiary from any of its obligations under its Guarantee or this Indenture, except as permitted by this Indenture; (9) modify or change any provision of this Indenture or the related definitions to Section 10.16(gaffect the ranking of the Notes or any Guarantee in a manner that adversely affects the Holders; or (10) and 10.17(e), amend impair the contractual right of any Holder expressly set forth in this Indenture and the Notes to institute suit for the enforcement of any receive payment of principalprincipal of, premium, if any, and or interest on such Holder’s Notes on or after the due dates therefor; (9) make any change therefor or to or modify institute suit for the ranking of the Notes that would adversely affect the Holders; or (10) except as expressly permitted by this Indenture, modify the Guarantees enforcement of any Significant Subsidiary in any manner materially adverse payment on or with respect to the Holderssuch Holder’s Notes. (b) It shall not be necessary for the consent of Holders under this Section 9.02 to approve the particular form of any proposed amendment or waiver, and it shall be sufficient if such consent approves the substance thereof.

Amendments, Supplements or Waivers with Consent of Holders. (a) With the consent of the Holders of at least a majority in aggregate principal amount of the then Outstanding Notes (Notes, including consents or waivers obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), the Issuer, any Guarantor (with respect to any Note Guarantee to which it is a party or this Indenture) and the Trustee may amend or supplement this Indenture, the Notes or any Guarantee by a supplemental indenture hereto for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions hereof or thereof or modifying in any manner the rights of the Holders hereunder or thereunder (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes)Note Guarantee, and any existing Default or Event of Default or compliance with any provision of this Indenture, the Notes or any Note Guarantee may be waived with the consent of the Holders of at least a majority in principal amount of the then Outstanding Notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes)waived; provided that, without the consent of each affected Holder, no such amendment, supplement or waiver shall, with respect to any Notes held by a non-consenting Holder: (1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of or change the Maturity of any such Note or reduce the premium payable upon the redemption of such Notes or change the time at which such Notes may be redeemed pursuant to Section 11.01; provided that any amendment to the minimum notice requirement may be made with the consent of the Holders of a majority in aggregate principal amount of the then Outstanding Notes; (3) reduce the rate of or change the time for payment of interest on any Note;, (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest 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 Outstanding Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Note Guarantee which cannot be amended or modified without the consent of all affected Holders; (5) make any Note payable in money other than that stated therein; (6) make any change in Section 5.13 or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes; (7) make any change in these amendment and waiver provisions; (8) subject to Section 10.16(g) and 10.17(e), amend the contractual right of any Holder expressly set forth in this Indenture and the Notes or any Note of any Holder to institute suit for the enforcement of any payment of principal, premium, if any, and interest on such Holder’s Notes on or after the due dates therefor; (9) make any change to or modify the ranking of the Notes that would adversely affect the Holders; or (10) except as expressly permitted by this Indenture, modify the Note Guarantees of any Significant Subsidiary in any manner materially adverse to the Holders. (b) It shall not be necessary for the consent of Holders under this Section 9.02 to approve the particular form of any proposed amendment or waiver, and it shall be sufficient if such consent approves the substance thereof.

Amendments, Supplements or Waivers with Consent of Holders. (a) With Subject to Section 11.02 of the Original Indenture and to the second sentence of this Section 7.02, the Indenture or the Notes may be amended with the consent of the Holders holders of at least a majority in principal amount of the Notes then Outstanding Notes (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), the Issuer, any Guarantor (with respect to any Guarantee to which it is a party or this Indenture) and any past default or noncompliance with any provisions of the Trustee may amend Indenture or supplement this Indenture, the Notes or any Guarantee by a supplemental indenture hereto for may be waived with the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions hereof or thereof or modifying in any manner the rights consent of the Holders hereunder or thereunder of a majority in principal amount of the Notes then Outstanding (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), . Notwithstanding the foregoing provision and any existing Default or Event in addition to the provisions of Default or compliance with any provision of this Indenture, the Notes or any Guarantee may be waived with the consent Section 11.02 of the Holders of at least a majority in principal amount of the then Outstanding Notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes); provided thatOriginal Indenture, without the consent of each Holder of an outstanding Note affected Holderby thereby, no such amendmentan amendment or waiver, supplement or including a waiver shallin relation to a past Event of Default, with respect to any Notes held by a non-consenting Holdermay not: (1a) reduce extend the principal amount maturity of such Notes whose Holders must consent to an amendment, supplement or waiverany Note; (2) reduce the principal of or change the Maturity of any such Note or reduce the premium payable upon the redemption of such Notes or change the time at which such Notes may be redeemed pursuant to Section 11.01; provided that any amendment to the minimum notice requirement may be made with the consent of the Holders of a majority in aggregate principal amount of the then Outstanding Notes; (3b) reduce the rate of or change extend the stated time for payment of interest interest, including Additional Interest, on any Note; (4c) waive a Default or Event of Default in reduce the payment of principal of any Note; (d) make any change that adversely affects the conversion rights of any Notes; (e) reduce any Fundamental Change Purchase Price or premium, if any, amend or interest on modify in any manner adverse to the Notes, except a rescission of acceleration Holders of the Notes by the Holders of at least a majority in aggregate principal amount of the Outstanding Notes and a Company’s obligation to make any such payments, whether through an amendment or waiver of provisions in the payment default that resulted from such acceleration, covenants or in respect of a covenant definitions related thereto or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all affected Holdersotherwise; (5f) make any Note payable in money other than that stated therein; (6) make any change in Section 5.13 or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes; (7) make any change in these amendment and waiver provisions; (8) subject to Section 10.16(g) and 10.17(e), amend the contractual right of any Holder expressly set forth in this Indenture and the Notes to institute suit for the enforcement of any payment of principal, premium, if any, and interest on such Holder’s Notes on or after the due dates therefor; (9) make any change to or modify the ranking of the Notes that would adversely affect the Holders; or (10g) except reduce the percentage of outstanding principal amount of Notes the Holders of which are required to consent to (i) any supplemental indenture, (ii) rescind an acceleration of the Notes as expressly permitted by this a result of an Event of Default, (iii) waive any past Event of Default or (iv) waive compliance with Sections 5.02 and 5.04 (other than Section 5.04(a)(1) and (2)) to 5.08, inclusive, of the Original Indenture, modify the Guarantees of any Significant Subsidiary in any manner materially adverse to the Holders. (b) It shall not be necessary for the consent of Holders under this Section 9.02 to approve the particular form of any proposed amendment or waiver, and it shall be sufficient if such consent approves the substance thereof.

Amendments, Supplements or Waivers with Consent of Holders. (a) With the consent of the Holders of at least not less than a majority in principal amount of the then Outstanding Notes (including consents obtained in connection with a purchase ofNotes, or tender offer or exchange offer forby Act of said Holders delivered to the Issuers and the Trustee, the Notes), the IssuerIssuers, any Guarantor (with respect to any Guarantee to which it is a party or this Indenture) and the Trustee may amend or supplement this Indenture, any Guarantee, the Notes Notes, the Intercreditor Agreement, any Additional Intercreditor Agreement or any Guarantee by a supplemental indenture hereto Security Documents for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions hereof or thereof or of modifying in any manner the rights of the Holders hereunder or thereunder (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), ) and any existing Default or Event of Default or compliance with any provision of this Indenture, the Notes Notes, and any related Guarantee, the Intercreditor Agreement, any Additional Intercreditor Agreement or any Guarantee Security Documents may be waived with the consent of the Holders of at least not less than a majority in principal amount of the then Outstanding Notes, other than Notes beneficially owned by the Issuers or their Affiliates (including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, the for Notes); provided that, without the consent of the Holder of each Outstanding Note affected Holderthereby, no such amendment, supplement or waiver shall, with respect to any Notes held by a non-consenting Holder: (1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of or change the Maturity of any such Note or reduce the premium payable upon the redemption of such Notes or change the time at which such Notes may be redeemed pursuant to Section 11.01; provided that any amendment to the minimum notice requirement may be made with the consent of the Holders of a majority in aggregate principal amount of the then Outstanding Notes; (3) reduce the rate of or change the time for payment of interest on any Note; (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest 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 Outstanding Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all affected Holders; (5) make any Note payable in money other than that stated therein; (6) make any change in Section 5.13 or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes; (7) make any change in these amendment and waiver provisions; (8) subject to Section 10.16(g) and 10.17(e), amend the contractual right of any Holder expressly set forth in this Indenture and the Notes to institute suit for the enforcement of any payment of principal, premium, if any, and interest on such Holder’s Notes on or after the due dates therefor; (9) make any change to or modify the ranking of the Notes that would adversely affect the Holders; or (10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Subsidiary in any manner materially adverse to the Holders. (b) It shall not be necessary for the consent of Holders under this Section 9.02 to approve the particular form of any proposed amendment or waiver, and it shall be sufficient if such consent approves the substance thereof.

Amendments, Supplements or Waivers with Consent of Holders. (a) With the consent of the Holders of at least a majority in principal amount of the then Outstanding Notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), the Issuer, any Guarantor (with respect to its Guarantee or this Indenture, the ABL Intercreditor Agreement, the First Lien Intercreditor Agreement or any Guarantee other Security Document to which it is a party or this Indentureparty) and the Trustee and the Notes Collateral Agent may amend or supplement this Indenture, the Notes or Notes, any Guarantee by a supplemental indenture hereto Guarantee, the ABL Intercreditor Agreement, the First Lien Intercreditor Agreement and the other Security Documents for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions hereof or thereof or modifying in any manner the rights of the Holders hereunder or thereunder (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes)thereunder, and any existing Default or Event of Default or compliance with any provision of this Indenture, the Notes Notes, any Guarantee, the ABL Intercreditor Agreement, the First Lien Intercreditor Agreement or any Guarantee other Security Document may be waived with the consent of the Holders of at least a majority in principal amount of the then Outstanding Notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes); provided that, without the consent of each affected Holder, no such amendment, supplement or waiver shall, with respect to any Notes held by a non-consenting Holder: (1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of or change the Stated Maturity of any such Note or reduce the premium payable upon the redemption of such Notes or change the time at which such Notes may be redeemed pursuant to Section 11.01; provided that any amendment to the minimum notice requirement may be made with the consent of the Holders of a majority in aggregate principal amount of the then Outstanding Notes; (3) reduce the rate of or change the time for payment of interest on any Note; (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest 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 Outstanding Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all affected Holders; (5) make any Note payable in money other than that stated therein; (6) make any change in Section 5.13 or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes; (7) make any change in these amendment and waiver provisions; (8) subject to Section 10.16(g) and 10.17(e), amend the contractual right of any Holder expressly set forth in this Indenture and the Notes to institute suit for the enforcement of any payment of principal, premium, if any, and interest on such Holder’s Notes on or after the due dates therefor; (9) make any change to or modify the ranking of the Notes that would adversely affect the Holders; or (10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Subsidiary in any manner materially adverse to the Holders. (b) It shall not be necessary for the consent of Holders under this Section 9.02 to approve the particular form of any proposed amendment or waiver, and it shall be sufficient if such consent approves the substance thereof. Notwithstanding the foregoing, without the consent of the Holders of at least 66 2/3% in aggregate principal amount of the Notes then Outstanding, no amendment or waiver may (A) make any change in the ABL Intercreditor Agreement, the First Lien Intercreditor Agreement, any other Security Document or the provisions in this Indenture dealing with Collateral or application of trust proceeds of the Collateral with the effect of releasing the Liens on all or substantially all of the Collateral which secure such Notes Obligations or (B) change or alter the priority of the Liens securing the Notes Obligations in any material portion of the Collateral in any way adverse to the Holders of such Notes in any material respect, other than, in each case, as provided under the terms of the ABL Intercreditor Agreement and the First Lien Intercreditor Agreement or any other Security Document.

Amendments, Supplements or Waivers with Consent of Holders. (a) With the consent of the Holders of at least not less than a majority in principal amount of the then Outstanding Notes (including consents obtained in connection with a purchase ofNotes, or tender offer or exchange offer forby Act of said Holders delivered to the Issuers and the Trustee, the Notes), the IssuerIssuers, any Guarantor (with respect to any Guarantee or this Indenture to which it is a party or this Indenture) party), when authorized by Board Resolutions of their respective Board of Directors, and the Trustee may amend or supplement this Indenture, any Guarantee or the Notes or any Guarantee by a supplemental indenture hereto for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions hereof or thereof or of modifying in any manner the rights of the Holders hereunder or thereunder (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and any existing Default or Default, Event of Default or compliance with any provision of this Indenture, Indenture or the Notes or any Guarantee may be waived with the consent of the Holders of at least not less than a majority in principal amount of the then Outstanding Notes, other than Notes beneficially owned by the Issuers or their Affiliates (including including, without limitation, consents obtained in connection with a purchase of, of or tender offer or exchange offer for, the for Notes); provided thatprovided, without the consent of each affected Holderhowever, that no such amendment, supplement or waiver shall, with respect to any Notes held by a non-consenting Holderwithout the consent of the Holder of each Outstanding Note affected thereby: (1) make any change that adversely affects the exchange or repurchase rights of any Notes; (2) reduce the Fundamental Change Repurchase Price of any Note as calculated in accordance with Section 1111 or amend or modify in any manner adverse to the Holders the Issuers’ obligation to make such payment, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise; (3) make any change that would reduce the Additional Shares deliverable upon a Fundamental Change as provided in Section 1305 hereto; (4) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; (25) reduce the principal of or change the Maturity of any such Note or reduce alter or waive the premium payable upon provisions with respect to the redemption of such Notes or change the time at which such Notes may be redeemed pursuant to Section 11.01; provided that any amendment to the minimum notice requirement may be made with the consent repurchase of the Holders of a majority in aggregate principal amount of the then Outstanding NotesNotes (other than Section 1111); (36) reduce the rate of or change the time for payment of interest on any Note; (47) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the NotesNotes issued under this Indenture, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Outstanding Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee guarantee which cannot be amended or modified without the consent of all affected Holders; (5) 8) make any Note payable in money other than that stated thereinin the Notes; (69) make any change in Section 5.13 513 or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes; (710) make any change in these amendment and waiver provisions; (8) subject to Section 10.16(g11) and 10.17(e), amend impair the contractual right of any Holder expressly set forth in this Indenture and the Notes to institute suit for the enforcement of any receive payment of principalprincipal of, premium, if any, and or interest on such Holder’s Notes on or after the due dates therefor;therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; or (912) make any change to or modify the ranking or subordination provisions of the Notes that would adversely affect the Holders; or (10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Subsidiary in any manner materially adverse to the Holders. (b) It shall not be necessary for the consent of Holders under this Section 9.02 to approve the particular form of any proposed amendment or waiver, and it shall be sufficient if such consent approves the substance thereof.

Amendments, Supplements or Waivers with Consent of Holders. (a) With the consent of the Holders of at least a majority in aggregate principal amount of the then Outstanding Notes at the time outstanding (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), the IssuerCompany, any Guarantor (with respect to any Guarantee to which it is a party or this Indenture) when authorized by the resolutions of the Board of Directors, the Paying Agent and the Trustee Trustee, at the Company’s expense, may amend from time to time and at any time enter into an indenture or supplement this Indenture, the Notes or any Guarantee by a indentures supplemental indenture hereto for the purpose of adding any provisions hereto to or thereto, changing in any manner or eliminating any of the provisions hereof of this Indenture or thereof any supplemental indenture or of modifying in any manner the rights of the Holders hereunder or thereunder (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and any existing Default or Event of Default or compliance with any provision of this Indenture, the Notes or waiving any Guarantee may be waived with the consent of the Holders of at least a majority in principal amount of the then Outstanding Notes (including consents obtained in connection with a purchase ofpast default; provided, or tender offer or exchange offer forhowever, the Notes); provided thatthat no such supplemental indenture shall, without the consent of each affected Holder, no such amendment, supplement or waiver shall, with respect to any Notes held by a non-consenting HolderHolder of an outstanding Note affected: (1a) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; (2b) reduce the rate of or extend the stated time for payment of interest, including Additional Interest, on any Note; (c) reduce the principal of or change extend the Maturity stated maturity of any such Note or reduce the premium payable upon the redemption of such Notes or change the time at which such Notes may be redeemed pursuant to Section 11.01; provided that any amendment to the minimum notice requirement may be made with the consent of the Holders of a majority in aggregate principal amount of the then Outstanding Notes; (3) reduce the rate of or change the time for payment of interest on any Note; (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest 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 Outstanding Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all affected Holders; (5) make any Note payable in money other than that stated therein; (6d) make any change in Section 5.13 or that adversely affects the conversion rights of any Notes; (e) reduce the Fundamental Change Purchase Price or Redemption Price of any Note or amend or modify in any manner adverse to the Holders of Notes the Company’s obligation to receive payments make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise; (f) change the place or currency of payment of principal of or premium, if any, or interest on including any Additional Interest in respect of any Note; (g) change the ranking of the Notes; (7h) make any change in these amendment and waiver provisions; (8) subject to Section 10.16(g) and 10.17(e), amend impair the contractual right of any Holder expressly set forth in this Indenture and the Notes to institute suit for the enforcement of any receive payment of principalprincipal and interest, premiumincluding Additional Interest, if any, and interest on such Holder’s Notes on or after the due dates therefor;therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; or (9i) make any change in this Section 7.02 or Section 5.09, except to increase any such percentage or modify to provide that certain other provisions of this Indenture cannot be modified or waived without the ranking consent of the Notes that would adversely affect Holder of each Note so affected. Upon the Holders; or (10) except written request of the Company, and upon the filing with the Trustee of evidence of the consent of Noteholders as expressly permitted by aforesaid and subject to Section 7.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this IndentureIndenture or otherwise, modify in which case the Guarantees of any Significant Subsidiary Trustee may in any manner materially adverse to the Holders. (b) its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of Holders the Noteholders under this Section 9.02 7.02 to approve the particular form of any proposed amendment or waiversupplemental indenture, and but it shall be sufficient if such consent approves shall approve the substance thereof. After an amendment under this Indenture becomes effective, the Company shall mail to the Holders a notice briefly describing such amendment. However, the failure to give such notice to all the Holders, or any defect in the notice, will not impair or affect the validity of the amendment.

Amendments, Supplements or Waivers with Consent of Holders. (a) With the consent of the Holders of at least a majority in principal amount of the then Outstanding Notes (including consents obtained in connection with a purchase ofNotes, or tender offer or exchange offer forby Act of said Holders delivered to the Issuer and the Trustee, the Notes), the IssuerCo-Issuers, any Guarantor (with respect to any Guarantee or this Indenture to which it is a party or this Indenture) party), when authorized by Board Resolutions of their respective Board of Directors, and the Trustee may amend or supplement this Indenture, any Guarantee or the Notes or any Guarantee by a supplemental indenture hereto for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions hereof or thereof or of modifying in any manner the rights of the Holders hereunder or thereunder (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), ) and any existing Default or Default, Event of Default or compliance with any provision of this Indenture, Indenture or the Notes or any Guarantee may be waived with the consent of the Holders of at least not less than a majority in principal amount of the then Outstanding Notes, other than Notes beneficially owned by the Issuer or its Affiliates (including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, the for Notes); provided thatprovided, however, without the consent of each affected HolderHolder affected, no such an amendment, supplement or waiver shallmay not, with respect to any Notes issued under this Indenture and held by a non-consenting Holder: (1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of or change the Maturity of any such Note or reduce alter or waive the premium payable upon provisions with respect to the redemption of such the Notes or change the time at which such Notes may be redeemed pursuant to Section 11.01; provided that any amendment to the minimum notice requirement may be made with the consent of the Holders of a majority in aggregate principal amount of the then Outstanding Notes(other than Sections 1017 and 1018); (3) reduce the rate of or change the time for payment of interest on any Note; (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the NotesNotes issued under this Indenture, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Outstanding Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee guarantee which cannot be amended or modified without the consent of all affected Holders; (5) make any Note payable in money other than that stated thereinin the Notes; (6) make any change in Section 5.13 513 or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes; (7) make any change in these amendment and waiver provisions; (8) subject release Holdings or any Guarantor that is a Significant Subsidiary from any of its obligations under its Guarantee or this Indenture, except as permitted by this Indenture; (9) modify or change any provision of this Indenture or the related definitions to Section 10.16(gaffect the ranking of the Notes or any Guarantee in a manner that adversely affects the Holders; or (10) and 10.17(e), amend impair the contractual right of any Holder expressly set forth in this Indenture and the Notes to institute suit for the enforcement of any receive payment of principalprincipal of, premium, if any, and or interest on such Holder’s Notes on or after the due dates therefor; (9) make therefor or to institute suit for the enforcement of any change payment on or with respect to or modify the ranking such Holder’s Notes. The consent of the Notes that would adversely affect the Holders; or (10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Subsidiary in any manner materially adverse to the Holders. (b) It shall Holders is not be necessary for the consent of Holders under this Section 9.02 Indenture to approve the particular form of any proposed amendment or waiver, and it shall be amendment. It is sufficient if such consent approves the substance thereofof the proposed amendment.