Common use of Amendments with Consent of Holders Clause in Contracts

Amendments with Consent of Holders. (a) Amendments of the Indenture, the Intercreditor Agreement or any Security Document may be made by the Company, the Subsidiary Guarantors, the Trustee and the Shared Security Agent with the consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes, and the Holders of a majority in principal amount of the outstanding Notes may waive future compliance by the Company, the Subsidiary Guarantors and the JV Subsidiary Guarantors with any provision of the Indenture or the Notes or any Security Document or the Intercreditor Agreement; provided, however, that no such modification, amendment or waiver may, without the consent of each Holder affected thereby: (i) change the Stated Maturity of the principal of, or any installment of interest on, any Note; (ii) reduce the principal amount of, or premium, if any, or interest on, any Note; (iii) change the place, currency or time of payment of principal of, or premium, if any, or interest on, any Note; (iv) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note; (v) reduce the above-stated percentage of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (vi) waive a default in the payment of principal of, premium, if any, or interest on the Notes; (vii) release any Subsidiary Guarantor or JV Subsidiary Guarantor from its Subsidiary Guarantee or JV Subsidiary Guarantee, as the case may be, except as provided in this Indenture; (viii) release any Collateral, except as provided in the Intercreditor Agreement, the Indenture and the Security Documents; (ix) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with certain provisions of this Indenture or for waiver of certain defaults; (x) amend, change or modify any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner that adversely affects the Holders; (xi) amend, change or modify any provision of any Security Document, or any provision of this Indenture or the Intercreditor Agreement relating to the Collateral, in a manner that adversely affects the Holders, except in accordance with the other provisions of this Indenture; (xii) reduce the amount payable upon a Change of Control Offer or an Offer to Purchase with the Excess Proceeds from any Asset Sale or change the time or manner by which a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale may be made or by which the Notes must be repurchased pursuant to a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale; (xiii) change the redemption date or the redemption price of the Notes from that stated in Section 3.01 or Section 3.02; (xiv) amend, change or modify the obligation of the Company, any Subsidiary Guarantor or any JV Subsidiary Guarantor to pay Additional Amounts; or (xv) amend, change or modify any provision of this Indenture or the related definition affecting the ranking of the Notes or any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner which adversely affects the Holders.

Amendments with Consent of Holders. (a) Amendments of the Indenture, the Intercreditor Agreement or any Security Document may be made by the The Company, the Subsidiary Guarantors, the Trustee JV Subsidiary Guarantors and the Shared Security Agent Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of the outstanding NotesNotes may amend this Indenture, the Intercreditor Agreement or any Security Document, and the Holders of a majority in aggregate principal amount of the outstanding Notes may waive future compliance by the Company, the Subsidiary Guarantors and the JV Subsidiary Guarantors Company with any provision of this Indenture, the Indenture or Notes, the Notes Intercreditor Agreement or any Security Document or the Intercreditor AgreementDocument; provided, however, that no such modification, amendment or waiver may, may without the consent of of: (A) each Holder affected thereby: (i) change the Stated Maturity of the principal of, or any installment of interest on, any Note; (ii) reduce the principal amount of, or premium, if any, or interest on, any Note; (iii) change the place, currency or time of payment of principal of, or premium, if any, or interest on, any NoteNote of relevant series; (iv) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note; (v) reduce the above-stated percentage of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (vi) waive a default in the payment of principal of, premium, if any, or interest on the Notes; (vii) release any Subsidiary Guarantor or JV Subsidiary Guarantor from its Subsidiary Guarantee or JV Subsidiary Guarantee, as the case may be, except as provided in this Indenture; (viii) release any Collateral, except as provided in the Intercreditor Agreement, the Indenture and the Security Documents; (ix) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with certain provisions of this Indenture or for waiver of certain defaults; (x) amend, change or modify any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner that adversely affects the Holders; (xi) amend, change or modify any provision of any Security Document, or any provision of this Indenture or the Intercreditor Agreement relating to the Collateral, in a manner that adversely affects the Holders, except in accordance with the other provisions of this Indenture; (xiiviii) reduce the amount payable upon a Change of Control Offer or an Offer to Purchase with the Excess Proceeds from any Asset Sale or change the time or manner by which a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale may be made or by which the Notes must be repurchased pursuant to a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale;; or (xiiiix) change the redemption date or the redemption price of the Notes from that stated in under Section 3.01 3.01, Section 3.02 or Section 3.023.03; (xivB) Holders of at least 90% in aggregate principal amount of the outstanding Notes: (i) amend, change or modify the obligation of the Company, any Subsidiary Guarantor or any JV Subsidiary Guarantor to pay Additional Amounts; (ii) release or reduce any Subsidiary Guarantor or JV Subsidiary Guarantor from its Subsidiary Guarantee or JV Subsidiary Guarantee, as the case may be, except as provided in this Indenture; (iii) release or reduce any Collateral, except as provided in this Indenture, the Intercreditor Agreement and the Security Documents; (iv) amend, change or modify any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner that adversely affects the Holders; (v) amend, change or modify any provision of any Security Document, the Intercreditor Agreement or any provision of this Indenture relating to the Collateral, in a manner that adversely affects the Holders, except in accordance with the other provisions of this Indenture, such Security Document or such Intercreditor Agreement; or (xvvi) amend, change or modify any provision of this Indenture or the related definition affecting the ranking of the Notes or Notes, any Subsidiary Guarantee or any JV Subsidiary Guarantee in a manner which adversely affects the Holders. Notwithstanding the foregoing and Section 6.07 hereof, with the consent of Holders of not less than 75% in aggregate principal amount of the outstanding Notes, interest payment on any Note may be postponed for a period not exceeding three years from its due date, to the extent not prohibited under the TIA.

Amendments with Consent of Holders. (a) Amendments of the IndentureExcept as otherwise provided in Sections 6.02, 6.04 and 6.07 or paragraph (b), the Intercreditor Agreement or any Security Document may be made by the Company, the Subsidiary Guarantors, Company and the Trustee may amend the Indenture with respect to the Notes and the Shared Security Agent Notes with the written consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes, and the Holders of a majority in principal amount of the outstanding Notes by written notice to the Trustee may waive future compliance by the Company, the Subsidiary Guarantors and the JV Subsidiary Guarantors Company with any provision of the Indenture or with respect to the Notes or any Security Document or the Intercreditor Agreement; provided, however, that no such modification, amendment or waiver mayNotes. (b) Notwithstanding the provisions of paragraph (a), without the consent of each Holder affected therebyof Notes affected, an amendment or waiver may not: (i) reduce the principal amount of or change the Stated Maturity stated maturity of the principal of, or any installment of interest on, principal of any Note; (ii) reduce the principal amount of, rate of or premium, if any, or change the stated maturity of any interest on, payment on any Note; (iii) reduce the amount payable upon the redemption or any required repurchase of any Note or change the placetimes at which any Note may be redeemed or repurchased or, currency once notice of redemption or a Change of Control Offer has been given, the time at which it must thereupon be redeemed or repurchased; (iv) make any Note payable in money other than that stated in such Note; (v) impair the right of payment any Holder of Notes to receive any principal ofpayment, or premiumpremium payment, if any, or interest onpayment on such Holder’s Notes, any Note; (iv) impair on or after the right stated maturity thereof, or to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note; (v) reduce the above-stated percentage of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenturesuch payment; (vi) waive a default make any change in the payment percentage of the principal of, premium, if any, amount of the Notes required for amendments or interest on the Notes;waivers; or (vii) release any Subsidiary Guarantor modify or JV Subsidiary Guarantor from its Subsidiary Guarantee or JV Subsidiary Guarantee, as the case may be, except as provided in this Indenture; (viii) release any Collateral, except as provided in the Intercreditor Agreement, the Indenture and the Security Documents; (ix) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with certain provisions of this Indenture or for waiver of certain defaults; (x) amend, change or modify any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner that adversely affects the Holders; (xi) amend, change or modify any provision of any Security Document, or any provision of this the Indenture or the Intercreditor Agreement relating to the Collateral, in a manner that adversely affects the Holders, except in accordance with the other provisions of this Indenture; (xii) reduce the amount payable upon a Change of Control Offer or an Offer to Purchase with the Excess Proceeds from any Asset Sale or change the time or manner by which a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale may be made or by which the Notes must be repurchased pursuant to a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale; (xiii) change the redemption date or the redemption price of the Notes from that stated in Section 3.01 or Section 3.02; (xiv) amend, change or modify the obligation of the Company, any Subsidiary Guarantor or any JV Subsidiary Guarantor to pay Additional Amounts; or (xv) amend, change or modify any provision of this Indenture or the related definition affecting the ranking of the Notes or any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner which adversely affects adverse to the HoldersHolders of the Notes. (c) It is not necessary for Noteholders to approve the particular form of any proposed amendment, supplement or waiver, but is sufficient if their consent approves the substance thereof. (d) An amendment, supplement or waiver under this Section will become effective on receipt by the Trustee of written consents from the Holders of the requisite percentage in principal amount of the outstanding Notes. After an amendment, supplement or waiver under this Section becomes effective, the Company will send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will send supplemental indentures to Holders upon request. Any failure of the Company to send such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

Amendments with Consent of Holders. (a) Amendments Amendments, supplements or other modifications of this Indenture or the Notes (including, for the avoidance of doubt, the terms of the IndentureNote Guarantees), the Intercreditor Agreement Amended Security Trust Deed or any the other Security Document Documents may be made by the CompanyIssuer, the Subsidiary Guarantors, Note Guarantors and the Trustee and the Shared Security Agent with the consent of the Holders of not less than a majority Majority in aggregate principal amount of the outstanding NotesNotes voting as a single class, and the Holders of a majority Majority in principal amount of the outstanding Notes voting as a single class may waive future compliance by the Company, the Subsidiary Guarantors Issuer and the JV Subsidiary Note Guarantors with any provision of this Indenture, the Indenture Notes, the Note Guarantees, the Amended Security Trust Deed or the Notes or any other Security Document or the Intercreditor AgreementDocuments; provided, however, that no such modificationamendment, amendment supplement, modification or waiver may, without the consent of each Holder affected thereby: (i) change the Stated Maturity of the principal of, or any installment of interest on, any Note; (ii) reduce the principal amount of, or premium, if any, or interest on, any Note; (iii) change the place, currency or time of payment of principal of, or premium, if any, or interest on, any Note; (iv) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any NoteNote or any Note Guarantee; (v) reduce the above-stated percentage of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (vi) waive a default in the payment of principal of, premium, if any, or interest on the NotesNotes (except a rescission of acceleration of the Notes by the Holders of at least a Majority in aggregate principal amount of the then outstanding Notes with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (vii) release any Subsidiary Guarantor or JV Subsidiary Guarantor from its Subsidiary Guarantee or JV Subsidiary Guarantee, as the case may be, except as provided in this Indenture; (viii) release any Collateral, except as provided in the Intercreditor Agreement, the Indenture and the Security Documents; (ix) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with certain provisions of this Indenture or for waiver of certain defaults; (xviii) release any Note Guarantor from its Note Guarantee, except as provided in this Indenture and the Amended Security Trust Deed; (ix) amend, change or modify any Subsidiary Guarantee or JV Subsidiary Note Guarantee in a manner that adversely affects the Holders; (xi) amend, change or modify any provision of any Security Document, or any provision of this Indenture or the Intercreditor Agreement relating to the Collateral, in a manner that adversely affects the Holders, except in accordance with the other provisions of this Indenture; (xiix) reduce the amount payable upon a Change of Control Offer or an Offer to Purchase with the Excess Proceeds from any Asset Sale or change the time or manner by which a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale may be made or by which the Notes must be repurchased pursuant to a an Offer to Purchase, in each case after such Change of Control has occurred or such obligation to make a Proceeds Offer or an Excess Cash Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Salehas arisen; (xiiixi) amend, change or modify any provision which affects the ranking of the Notes or the Note Guarantee or the ranking of the Lien securing the Collateral in a manner which adversely affects Holders; (xii) change the redemption date or the redemption price of the Notes from that stated in Section 3.01 or Section 3.02; (xiii) amend, change or modify any provision (including Section 4.22) in a manner that adversely affects the entitlement of ANZ or CAT to any ANZ/CAT Notes; or (xiv) amend, change or modify the obligation of the Company, any Subsidiary Guarantor Issuer or any JV Subsidiary Note Guarantor to pay Additional Amounts; or. (xvb) amendIt is not necessary for Holders to approve the particular form of any proposed amendment, change supplement or modify waiver, but is sufficient if their consent approves the substance thereof. (c) An amendment, supplement or waiver under this Section 9.02 shall become effective on receipt by the Trustee of written consents from the Holders of the requisite percentage in principal amount of the outstanding Notes. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Issuer shall send supplemental indentures to Holders upon request. Any failure of the Issuer to send such notice, or any provision defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. (d) Without the consent of the Holders of at least 66 2⁄3% in principal amount of Notes then outstanding, no amendment, supplement or waiver may (i) release all or substantially all of the Collateral from the Liens of the Security Documents (except as permitted by the terms of this Indenture and the Security Documents) or (ii) make any change in this Indenture, the Amended Security Trust Deed or any other Security Document that has the effect of altering the priority of the liens or the related definition affecting the ranking application of proceeds of the Notes or any Subsidiary Guarantee or JV Subsidiary Guarantee Collateral in a manner which that would adversely affects affect the HoldersHolders in any material respect. (e) A consent to any amendment, supplement or waiver of this Indenture, the Notes, the Note Guarantee, the Amended Security Trust Deed or any other Security Document with a tender of such Holder’s Notes will not be rendered invalid by such tender.

Amendments with Consent of Holders. (a) Amendments of the Indenture, the Intercreditor Agreement or any Security Document may be made by the Company, the Subsidiary Guarantors, the Trustee and the Shared Security Agent with With the consent of the Holders of not less than a majority of the Outstanding Securities, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into one or more amendments hereto or to the Securities for the purpose of adding any provisions to or changing in aggregate principal any manner or eliminating any of the (a) modify the definition of Contingent Payment Period, Contingent Payment, Contingent Payment Date, Net Sales, or otherwise reduce the amounts payable in respect of the Securities; (b) reduce the amount of the outstanding NotesOutstanding Securities, and the Holders of a majority in principal amount of the outstanding Notes may waive future compliance by the Company, the Subsidiary Guarantors and the JV Subsidiary Guarantors with any provision of the Indenture or the Notes or any Security Document or the Intercreditor Agreement; provided, however, that no such modification, amendment or waiver may, without the consent of each Holder affected thereby: (i) change the Stated Maturity of the principal of, or any installment of interest on, any Note; (ii) reduce the principal amount of, or premium, if any, or interest on, any Note; (iii) change the place, currency or time of payment of principal of, or premium, if any, or interest on, any Note; (iv) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note; (v) reduce the above-stated percentage of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture;required for any such amendment; or (vic) waive a default in modify any of the payment of principal of, premium, if any, or interest on the Notes; (vii) release any Subsidiary Guarantor or JV Subsidiary Guarantor from its Subsidiary Guarantee or JV Subsidiary Guarantee, as the case may be, except as provided in this Indenture; (viii) release any Collateral, except as provided in the Intercreditor Agreement, the Indenture and the Security Documents; (ix) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with certain provisions of this Indenture Section or for waiver of certain defaults; (x) amend, change or modify any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner that adversely affects the Holders; (xi) amend, change or modify any provision of any Security Document, or any provision of this Indenture or the Intercreditor Agreement relating to the Collateral, in a manner that adversely affects the HoldersSection 8.10, except in accordance with the to increase any such percentage or to provide that certain other provisions of this Indenture; (xii) reduce Agreement cannot be modified or waived without the amount payable upon a Change consent of Control Offer or an Offer the Holder of each Security affected thereby. It shall not be necessary for any Act of Holders under this Section to Purchase with approve the Excess Proceeds from particular form of any Asset Sale or change proposed amendment, but it shall be sufficient if such Act shall approve the time or manner substance thereof. Promptly after the execution by which a Change the Company and the Trustee of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale may be made or by which the Notes must be repurchased amendment pursuant to the provisions of this Section, the Company shall mail a Change notice thereof by first class mail to the Holders of Control Offer or an Offer to Purchase with Securities at their addresses as they shall appear on the Excess Proceeds or other proceeds from any Asset Sale; (xiii) change Security Register, setting forth in general terms the redemption date or the redemption price substance of such amendment. Any failure of the Notes from that stated in Section 3.01 or Section 3.02; (xiv) amendCompany to mail such notice, change or modify the obligation of the Company, any Subsidiary Guarantor or any JV Subsidiary Guarantor to pay Additional Amounts; or (xv) amenddefect therein, change shall not, however, in any way impair or modify affect the validity of any provision of this Indenture or the related definition affecting the ranking of the Notes or any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner which adversely affects the Holderssuch amendment.

Amendments with Consent of Holders. (a) Amendments of the Indenture, the Intercreditor In addition to any amendments to this Agreement or any Security Document that may be made by Lantheus without the Companyconsent of any Holder or the Rights Agent pursuant to Section 5.01, the Subsidiary Guarantors, the Trustee and the Shared Security Agent with the consent of the Holders of not less than a majority in aggregate principal amount of the outstanding NotesCVRs, whether evidenced in writing or taken at a meeting of the Holders, Lantheus and the Holders Rights Agent may enter into one or more amendments hereto for the purpose of a majority in principal amount adding, eliminating or changing any provisions of this Agreement, even if such addition, elimination or change is adverse to the interests of the outstanding Notes may waive future compliance by the Company, the Subsidiary Guarantors and the JV Subsidiary Guarantors with any provision of the Indenture or the Notes or any Security Document or the Intercreditor AgreementHolders; provided, however, that no such modification, amendment or waiver mayshall, without the unanimous consent of each Holder affected therebythe Holders of all outstanding CVRs: (i) change modify in a manner adverse to the Stated Maturity Holders (A) any provision contained herein with respect to the termination of this Agreement or the principal CVRs, (B) the time for, and amount of, any payment to be made to the Holders pursuant to this Agreement, or (C) otherwise modify any installment of interest on, any Noteprovision (including definitions) related to the Net Sales Payments; (ii) reduce the principal amount ofnumber of CVRs, or premium, if any, or interest on, any Note;unless such reduction is made in connection with the rights exercised under Section 2.06 (Ability to Abandon CVRs); or (iii) change modify any provisions of this Section 5.02, except to increase the place, currency or time of payment of principal of, or premium, if any, or interest on, any Note; (iv) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note; (v) reduce the above-stated percentage of outstanding Notes the Holders from whom consent of whose Holders is necessary required or to modify or amend this Indenture; (vi) waive a default in the payment of principal of, premium, if any, or interest on the Notes; (vii) release any Subsidiary Guarantor or JV Subsidiary Guarantor from its Subsidiary Guarantee or JV Subsidiary Guarantee, as the case may be, except as provided in this Indenture; (viii) release any Collateral, except as provided in the Intercreditor Agreement, the Indenture and the Security Documents; (ix) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with provide that certain provisions of this Indenture Agreement cannot be modified or for waiver waived without the consent of certain defaults;the Holder of each outstanding CVR affected thereby. (xb) amend, change or modify any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner that adversely affects Promptly after the Holders; (xi) amend, change or modify any provision execution by Lantheus and the Rights Agent of any Security Document, or any provision of this Indenture or the Intercreditor Agreement relating amendment pursuant to the Collateral, in a manner that adversely affects the Holders, except in accordance with the other provisions of this Indenture; Section 5.02 (xiibut prior to the effectiveness of such amendment), Lantheus shall mail (or cause the Rights Agent to mail) reduce a notice thereof by first class mail to the amount payable upon a Change Holders at their addresses as set forth on the CVR Register, setting forth in general terms the substance of Control Offer or an Offer such amendment. Any amendment to Purchase with the Excess Proceeds from any Asset Sale or change the time or manner by which a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale may be this Agreement made or by which the Notes must be repurchased pursuant to a Change this Section 5.02 shall become effective fifteen (15) Business Days following the mailing of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale; (xiii) change the redemption date or the redemption price of the Notes from that stated in Section 3.01 or Section 3.02; (xiv) amend, change or modify the obligation of the Company, any Subsidiary Guarantor or any JV Subsidiary Guarantor to pay Additional Amounts; or (xv) amend, change or modify any provision of this Indenture or the related definition affecting the ranking of the Notes or any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner which adversely affects the Holderssuch notice.

Amendments with Consent of Holders. (a) Amendments Except as otherwise provided in Sections 6.02, 6.04 and 6.07 or paragraph (b) of the Indenturethis Section 9.02, the Intercreditor Agreement or any Security Document may be made by the Company, the Subsidiary Guarantors, Company and the Trustee may amend this Indenture and the Shared Security Agent Notes with the written consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes, and the Holders of a majority in principal amount of the outstanding Notes by written notice to the Trustee may waive future compliance by the Company, the Subsidiary Guarantors and the JV Subsidiary Guarantors Company with any provision of the this Indenture or the Notes or any Security Document or Notes. (b) Notwithstanding the Intercreditor Agreement; provided, however, that no such modification, amendment or waiver mayprovisions of paragraph (a), without the consent of each Holder affected therebyof Notes, an amendment or waiver may not: (i) reduce the principal amount of or change the Stated Maturity stated maturity of the principal of, or any installment of interest on, principal of any Note; (ii) reduce the principal amount of, rate of or premium, if any, or change the stated maturity of any interest on, payment on any Note; (iii) reduce the amount payable upon the optional redemption or any required repurchase of any Note or change the placetimes at which any Note may be redeemed or repurchased or, currency once notice of redemption or a Change of Control Offer has been given, the time at which it must thereupon be redeemed or repurchased; (iv) make any Note payable in money other than that stated in such Note; (v) impair the right of payment any Holder of Notes to receive any principal ofpayment, or premiumpremium payment, if any, or interest onpayment on such Holder’s Notes, any Note; (iv) impair on or after the right stated maturity thereof, or to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note; (v) reduce the above-stated percentage of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenturesuch payment; (vi) waive a default make any change in the payment percentage of the principal of, premium, if any, amount of the Notes required for amendments or interest on the Notes;waivers; or (vii) release any Subsidiary Guarantor modify or JV Subsidiary Guarantor from its Subsidiary Guarantee or JV Subsidiary Guarantee, as the case may be, except as provided in this Indenture; (viii) release any Collateral, except as provided in the Intercreditor Agreement, the Indenture and the Security Documents; (ix) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with certain provisions of this Indenture or for waiver of certain defaults; (x) amend, change or modify any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner that adversely affects the Holders; (xi) amend, change or modify any provision of any Security Document, or any provision of this Indenture or the Intercreditor Agreement relating to the Collateral, in a manner that adversely affects the Holders, except in accordance with the other provisions of this Indenture; (xii) reduce the amount payable upon a Change of Control Offer or an Offer to Purchase with the Excess Proceeds from any Asset Sale or change the time or manner by which a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale may be made or by which the Notes must be repurchased pursuant to a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale; (xiii) change the redemption date or the redemption price of the Notes from that stated in Section 3.01 or Section 3.02; (xiv) amend, change or modify the obligation of the Company, any Subsidiary Guarantor or any JV Subsidiary Guarantor to pay Additional Amounts; or (xv) amend, change or modify any provision of this Indenture or the related definition affecting the ranking of the Notes or any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner which adversely affects adverse to the HoldersHolders of the Notes. (c) It is not necessary for Holders of Notes to approve the particular form of any proposed amendment, supplement or waiver, but is sufficient if their consent approves the substance thereof. (d) Subject to Section 9.04, an amendment, supplement or waiver under this Section will become effective on receipt by the Trustee of written consents from the Holders of the requisite percentage in principal amount of the outstanding Notes. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will send to the Holders thereby a notice briefly describing the amendment, supplement or waiver. The Company will send supplemental indentures to Holders upon request. Any failure of the Company to send such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

Amendments with Consent of Holders. (a) Amendments of the Indenture, the Intercreditor Agreement or any Security Document may be made by the Company, the Subsidiary Guarantors, the Trustee and the Shared Security Agent with With the consent of the Holders of not less than at least a majority in aggregate principal amount of the outstanding NotesOutstanding CVRs, by Act of said Holders delivered to the Company and the Holders Trustee (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Securities), the Company (when authorized by a Board Resolution and/or the Chief Executive Officer) and the Trustee may enter into one or more amendments hereto or to the Securities for the purpose of a majority adding any provisions to or changing in principal amount any manner or eliminating any of the outstanding Notes may waive future compliance by provisions of this CVR Agreement or to the Company, Securities or of modifying in any manner the Subsidiary Guarantors and the JV Subsidiary Guarantors with any provision rights of the Indenture Holders under this CVR Agreement or to the Notes or any Security Document or the Intercreditor AgreementSecurities; provided, however, that no such modification, amendment or waiver mayshall, without the consent of the Holder of each Holder Outstanding Security affected thereby: (a) modify in a manner adverse to the Holders (i) change any provision contained herein with respect to the Stated Maturity termination of this CVR Agreement or the Securities, (ii) the time for payment and amount of any Product Sales Milestone Payment, the Approval Milestone Payment or the Production Milestone Payment, or otherwise extend the time for payment of the principal ofSecurities or reduce the amounts payable in respect of the Securities or modify any other payment term or payment date. Notwithstanding the foregoing, or any installment each Holder of interest ona Security by acceptance thereof, any Noteconsents to the Failure Purchase Offer provisions as set forth in Article 10 hereof; (iib) reduce the principal amount ofnumber of CVRs, or premium, if any, or interest on, any Note; (iii) change the place, currency or time of payment of principal of, or premium, if any, or interest on, any Note; (iv) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note; (v) reduce the above-stated percentage of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture;required for any such amendment; or (vic) waive a default in modify any of the payment of principal of, premium, if any, or interest on the Notes; (vii) release any Subsidiary Guarantor or JV Subsidiary Guarantor from its Subsidiary Guarantee or JV Subsidiary Guarantee, as the case may be, except as provided in this Indenture; (viii) release any Collateral, except as provided in the Intercreditor Agreement, the Indenture and the Security Documents; (ix) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with certain provisions of this Indenture or for waiver of certain defaults; (x) amend, change or modify any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner that adversely affects the Holders; (xi) amend, change or modify any provision of any Security Document, or any provision of this Indenture or the Intercreditor Agreement relating to the Collateral, in a manner that adversely affects the HoldersSection 6.2, except in accordance with to increase the percentage of Holders from whom consent is required or to provide that certain other provisions of this Indenture; (xii) reduce CVR Agreement cannot be modified or waived without the amount payable upon a Change of Control Offer or an Offer to Purchase with the Excess Proceeds from any Asset Sale or change the time or manner by which a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale may be made or by which the Notes must be repurchased pursuant to a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale; (xiii) change the redemption date or the redemption price consent of the Notes from that stated in Section 3.01 or Section 3.02; (xiv) amend, change or modify the obligation Holder of the Company, any Subsidiary Guarantor or any JV Subsidiary Guarantor to pay Additional Amounts; or (xv) amend, change or modify any provision of this Indenture or the related definition affecting the ranking of the Notes or any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner which adversely affects the Holderseach Security affected thereby.

Amendments with Consent of Holders. (a) Amendments of the Except as provided in Section 9.01 or below in this Section 9.02, this Indenture, the Intercreditor Agreement Notes or any Security Document the Note Guarantees may be made by the Company, the Subsidiary Guarantors, the Trustee and the Shared Security Agent amended or supplemented with the consent of the Holders of not less than at least a majority in aggregate 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), and, subject to Sections 6.02, 6.04 and 6.07 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes may waive future compliance by (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for, Notes). (b) It shall not be necessary for the Company, the Subsidiary Guarantors and the JV Subsidiary Guarantors with any provision consent of the Indenture or Holders of Notes under this Section 9.02 to approve the Notes or particular form of any Security Document or the Intercreditor Agreement; provided, however, that no such modification, proposed amendment or waiver maywaiver, without but it shall be sufficient if such consent approves the substance thereof. (c) Without the consent of each Holder affected thereby:of Notes affected, an amendment, supplement or waiver may not (with respect to any Notes held by a non-consenting Holder): (i) change the Stated Maturity of reduce the principal ofamount of Notes whose Holders must consent to an amendment, supplement or any installment of interest on, any Notewaiver; (ii) reduce the principal amount ofof or change the fixed maturity of any Note or alter the provisions, or waive any payment, with respect to the redemption of the Notes (other than the notice period with respect to the redemption of Notes); (iii) reduce the rate of or change the time for payment of interest on any Note; (iv) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on, any Noteon the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (iiiv) make any Note payable in money other than U.S. dollars; (vi) make any change in the place, currency provisions of this Indenture relating to waivers of past Defaults or time the rights of payment Holders of Notes to receive payments of principal of, or interest or premium, if any, or interest on, any Noteon the Notes; (ivvii) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture except in accordance with the terms of this Indenture; (viii) impair the right to institute suit for the enforcement of any payment on or after with respect to the Stated Maturity (or, in Notes or the case of a redemption, on or after the redemption date) of any Note; (v) reduce the above-stated percentage of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (vi) waive a default in the payment of principal of, premium, if any, or interest on the Notes; (vii) release any Subsidiary Guarantor or JV Subsidiary Guarantor from its Subsidiary Guarantee or JV Subsidiary Guarantee, as the case may be, except as provided in this Indenture; (viii) release any Collateral, except as provided in the Intercreditor Agreement, the Indenture and the Security Documentsrelated Note Guarantees; (ix) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with certain provisions of this Indenture or for waiver of certain defaults; (x) amend, change or modify any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner that adversely affects the Holders; (xi) amend, change or modify any provision of any Security Document, or any provision of this Indenture or the Intercreditor Agreement relating to the Collateral, in a manner that adversely affects the Holders, except in accordance with the other provisions of this Indenture; (xii) reduce the amount payable upon a Change of Control Offer or an Offer to Purchase with the Excess Proceeds from any Asset Sale or change the time or manner by which a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale may be made or by which the Notes must be repurchased pursuant to a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale; (xiii) change the redemption date or the redemption price of the Notes from that stated in Section 3.01 or Section 3.02; (xiv) amend, change or modify the obligation of the CompanyCompany to make and consummate an Asset Sale Offer with respect to any Asset Sale in accordance with Section 4.12 after the obligation to make such an Asset Sale Offer has arisen, or the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control in accordance with Section 4.11 after such Change of Control has occurred, including, in each case, amending, changing or modifying any Subsidiary Guarantor definition relating thereto; (x) except as otherwise permitted by Article 5, consent to the assignment or transfer by the Company of any JV Subsidiary Guarantor to pay Additional Amountsof its rights or obligations under this Indenture; or (xvxi) amendmake any change in Section 6.02, change 6.04 or modify any provision 6.07 or in this Section 9.02. (d) An amendment, supplement or waiver under this Section will become effective on receipt by the Trustee of this Indenture or written consents from the related definition affecting the ranking Holders of the requisite percentage in principal amount of the outstanding Notes. After an amendment, supplement or waiver under this Section becomes effective, the Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any Subsidiary Guarantee defect therein, shall not, however, in any way impair or JV Subsidiary Guarantee in a manner which adversely affects affect the Holdersvalidity of any such amended or supplemental indenture or waiver.

Amendments with Consent of Holders. (a) Amendments of the Indenture, the Intercreditor Agreement or any Security Document may be made by the (i) The Company, the Subsidiary GuarantorsParent Guarantor, the Trustee Subsidiary Guarantors and the Shared Security Agent Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of the Notes then outstanding Notesmay amend this Indenture and the Notes and (ii) the Company, the Parent Guarantor and the Subsidiary Guarantors with the consent of the Holders of not less than a majority in aggregate principal amount of the Notes then outstanding may amend any Shared Security Document and the Intercreditor Agreement, and the Holders of not less than a majority in aggregate principal amount of the Notes then outstanding Notes may waive future compliance by the Company, the Subsidiary Guarantors and the JV Subsidiary Guarantors Company with any provision of this Indenture, the Indenture Notes, the Intercreditor Agreement or any Shared Security Document; provided, however, that no such modification, amendment or waiver may, without the consent of the Holders of more than 66 2/3% in aggregate principal amount of the Notes then outstanding: (i) permit sales of any Core Assets (other than the Power Plant or the Capital Stock of United Power LLC) or sales or pledge of any Negative Pledge Assets (other than in accordance with ‎Section 4.11); (ii) amend the terms of the DSRA (other than dollar amounts in the definitions of Capex Costs, Capex Limit, Cash Threshold, Indebtedness Incurred under ‎Section 4.03(a)(iii) and ‎Section 4.03(a)(iv) and the definition of Permitted Expansion Indebtedness, each of which may be amended with the consent of the Holders of not less than a majority in aggregate principal amount of the Notes then outstanding); or (iii) release or amend any Security Document of the Shared Collateral, the Parent Guarantee or the Intercreditor AgreementSubsidiary Guarantees in connection with an Expansion Transaction; providedprovided further, however, that no such modification, amendment or waiver may, without the consent of each Holder affected thereby: (i) change the Stated Maturity of the principal of, or any installment of interest on, any Note; (ii) reduce the principal amount of, or premiumpremium (including, for the avoidance of doubt, any Cash Sweep Premium), interest or Additional Amounts, if any, or interest on, any Note; (iii) change the placecurrency, currency time or time place of payment of principal of, or premiumpremium (including, for the avoidance of doubt, any Cash Sweep Premium), interest, or Additional Amounts, if any, or interest on, any Note; (iv) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note, the Parent Guarantee or any Subsidiary Guarantee; (v) reduce the above-stated percentage of Notes then outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (vi) waive a default in the payment of principal of, premiumpremium (including, for the avoidance of doubt, any Cash Sweep Premium), interest or Additional Amounts, if any, or interest on the Notes; (vii) release any Subsidiary Guarantor or JV Subsidiary Guarantor from its Subsidiary Guarantee or JV Subsidiary Guarantee, as the case may be, except as provided in this Indenture; (viii) release any Collateral, except as provided in the Intercreditor Agreement, the Indenture and the Security Documents; (ix) reduce the percentage or aggregate principal amount of Notes then outstanding Notes the consent of whose Holders is necessary for waiver of compliance with certain provisions of this Indenture or for waiver of certain defaults; (x) amend, change or modify any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner that adversely affects the Holders; (xi) amend, change or modify any provision of any Security Document, or any provision of this Indenture or the Intercreditor Agreement relating to the Collateral, in a manner that adversely affects the Holders, except in accordance with the other provisions of this Indenture; (xiiviii) reduce the amount payable upon a Change of Control Offer or an Offer to Purchase with the Excess Proceeds from any Asset Sale or change the time or manner by which a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale may be made or by which the Notes must be repurchased pursuant to a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale; (xiiiix) change the redemption date or the redemption price of the Notes from that stated in Section under ‎Section 3.01 or Section ‎Section 3.02; (xivx) amend, change or modify the obligation of the Company, any Subsidiary the Parent Guarantor or any JV Subsidiary Guarantor to pay Additional Amounts; or (xvxi) amend, change or modify any provision of this Indenture or the related definition affecting the ranking of the Notes Notes, the Parent Guarantee or any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner which adversely affects the Holders.

Amendments with Consent of Holders. (a) Amendments of the IndentureExcept as otherwise provided in Sections 6.02, 6.04, 6.07 and 9.01, or Section 9.02(b), the Intercreditor Agreement or any Security Document may be made by the Company, the Subsidiary Guarantors, Company and the Trustee may amend this Indenture and the Shared Security Agent Notes or a Note Guaranty or Note Guaranties with the written consent of the Holders holders of not less than a majority in aggregate principal amount of the outstanding Notes (including, without limitation, any Additional Notes, ) and the Holders of a majority in principal amount of the outstanding Notes (including, without limitation, any Additional Notes) may waive future compliance by the Company, the Subsidiary Guarantors and the JV Subsidiary Guarantors Company with any provision of the this Indenture or the Notes or any Security Document or Guarantor with any provision of its Note Guaranty. (b) Notwithstanding the Intercreditor Agreement; provided, however, that no such modification, amendment or waiver mayprovisions of Section 9.02(a), without the consent of each Holder affected thereby:affected, an amendment or waiver may not (i1) reduce the principal amount of or change the Stated Maturity of the principal of, or any installment of interest on, principal of any Note;, (2) reduce the rate of or change the Stated Maturity of any interest payment on any Note, (3) reduce the amount payable upon the redemption of any Note, the times at which any Note may be redeemed or, once notice of redemption has been given, the time at which it must thereupon be redeemed, (4) after the time an Offer to Purchase is required to have been made, (i) reduce the purchase amount or purchase price or (ii) reduce except as may be required by applicable law, extend the principal amount of, latest expiration date or premium, if any, or interest on, any Note;purchase date thereunder, (iii5) change make any Note payable in money other than that stated in the place, currency or time of payment of principal of, or premium, if any, or interest on, any Note;, (iv6) impair the contractual right of any Holder of Notes to receive any principal payment or interest payment on such Holder’s Notes, on or after the Stated Maturity thereof, or to institute suit for the enforcement of any payment on or after the Stated Maturity with respect to such Holder’s Notes, (or, 7) make any change in the case of a redemption, on or after the redemption date) of any Note; (v) reduce the above-stated percentage of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (vi) waive a default in the payment of principal of, premium, if any, or interest on the Notes; (vii) release any Subsidiary Guarantor or JV Subsidiary Guarantor from its Subsidiary Guarantee or JV Subsidiary Guarantee, as the case may be, except as provided in this Indenture; (viii) release any Collateral, except as provided in the Intercreditor Agreement, the Indenture and the Security Documents; (ix) reduce the percentage or aggregate principal amount of outstanding the Notes the consent of whose Holders is necessary required for waiver of compliance with certain provisions of this Indenture amendments or for waiver of certain defaults;waivers, (x) amend, 8) modify or change or modify any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner that adversely affects the Holders; (xi) amend, change or modify any provision of any Security Document, or any provision of this Indenture or the Intercreditor Agreement relating to the Collateral, in a manner that adversely affects the Holders, except in accordance with the other provisions of this Indenture; (xii) reduce the amount payable upon a Change of Control Offer or an Offer to Purchase with the Excess Proceeds from any Asset Sale or change the time or manner by which a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale may be made or by which the Notes must be repurchased pursuant to a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale; (xiii) change the redemption date or the redemption price of the Notes from that stated in Section 3.01 or Section 3.02; (xiv) amend, change or modify the obligation of the Company, any Subsidiary Guarantor or any JV Subsidiary Guarantor to pay Additional Amounts; or (xv) amend, change or modify any provision of this Indenture or the related definition affecting the ranking of the Notes or any Subsidiary Guarantee or JV Subsidiary Guarantee Note Guaranty in a manner which adversely affects adverse to the Holders, or (9) release any Note Guaranty by a Domestic Restricted Subsidiary not otherwise permitted to be released by this Indenture. (c) It is not necessary for Noteholders to approve the particular form of any proposed amendment, supplement or waiver, but is sufficient if their consent approves the substance thereof. (d) An amendment, supplement or waiver under this Section will become effective on receipt by the Trustee of (i) written consents from the Holders of the requisite percentage in principal amount of the outstanding Notes and (ii) the Officer’s Certificate and Opinion of Counsel required by Section 9.04 hereof. After an amendment, supplement or waiver under this Section becomes effective, the Company will send to the Holders affected thereby (with a copy to the Trustee) a notice briefly describing the amendment, supplement or waiver. The Company will send copies of the amendment, waiver or supplemental indenture to Holders upon request. Any failure of the Company to send such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

Amendments with Consent of Holders. (a) Amendments of the IndentureExcept as otherwise provided in Section 6.07 or paragraph (b), the Intercreditor Agreement or any Security Document may be made by the Company, the Subsidiary Guarantors, Company and the Trustee may amend this Indenture and the Shared Security Agent Notes with the written consent of the Holders of not less than at least a majority in aggregate principal amount of the outstanding Notes, and the Holders of a majority in principal amount of the outstanding Notes may by written notice to the Trustee may, on behalf of the Holders of such Notes waive future compliance by any existing or past default under this Indenture and its consequences, except an uncured default (i) in the Companypayment of the principal amount, the Subsidiary Guarantors or accrued and the JV Subsidiary Guarantors unpaid interest, with respect to any Note or (ii) in respect of any provision that under this Indenture cannot be modified or amended without the consent of the Indenture or Holder of each outstanding Note affected. (b) Notwithstanding the Notes or any Security Document or the Intercreditor Agreement; provided, however, that no such modification, amendment or waiver mayprovisions of paragraph (a), without the consent of each Holder affected therebyaffected, an amendment or waiver may not: (i) change the Stated Maturity of the principal of, or any installment of interest on, any Note; (ii) reduce the principal amount of, or premium, if any, interest payment on any Note; (ii) make any Note payable in any currency or interest on, any securities other than that stated in the Note; (iii) change the place, currency or time Maturity Date of payment of principal of, or premium, if any, or interest on, any Note; (iv) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity Date (or, in the case of a redemption, on or after the redemption dateRedemption Date) of any Note;; or (v) reduce change the above-stated percentage of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (vi) waive a default in the payment of principal of, premium, if any, or interest on the Notes; (vii) release any Subsidiary Guarantor or JV Subsidiary Guarantor from its Subsidiary Guarantee or JV Subsidiary Guarantee, as the case may be, except as provided provisions in this Indenture; (viii) release any Collateral, except as provided in Indenture that relate to modifying or amending the Intercreditor Agreement, the Indenture and the Security Documents; (ix) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with certain provisions of this Indenture or for waiver of certain defaults; (x) amend, change or modify any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner that adversely affects the Holders; (xi) amend, change or modify any provision of any Security Document, or any provision of this Indenture or the Intercreditor Agreement relating to the Collateral, in a manner that adversely affects the Holders, except in accordance with the other provisions of this Indenture;. (xiic) reduce It is not necessary for Noteholders to approve the amount payable upon a Change particular form of Control Offer any proposed amendment, supplement or an Offer to Purchase with waiver, but is sufficient if their consent approves the Excess Proceeds from any Asset Sale or change the time or manner by which a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale may be made or by which the Notes must be repurchased pursuant to a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale;substance thereof. (xiiid) change An amendment, supplement or waiver under this Section will become effective on receipt by the redemption date or Trustee of written consents from the redemption price Holders of the Notes from that stated requisite percentage in Section 3.01 or Section 3.02; (xiv) amend, change or modify the obligation principal amount of the Companyoutstanding Notes. After an amendment, any Subsidiary Guarantor supplement or waiver under this Section becomes effective, the Company will send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will send supplemental indentures to Holders upon request. Any failure of the Company to send such notice, or any JV Subsidiary Guarantor to pay Additional Amounts; or (xv) amenddefect therein, change will not, however, in any way impair or modify affect the validity of any provision of this Indenture such supplemental indenture or the related definition affecting the ranking of the Notes or any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner which adversely affects the Holderswaiver.

Amendments with Consent of Holders. (a) Amendments of the IndentureExcept as otherwise provided in Section 6.02, the Intercreditor Agreement Section 6.04, Section 6.07, Section 9.01(a), or any Security Document may be made by Section 9.02(b) or (c) below, the Company, the Subsidiary GuarantorsGuarantors and the Trustee may amend the Indenture, the Trustee and the Shared Notes or any Security Agent Documents with the written consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Outstanding Notes (including PIK Notes), and the Holders of a majority in principal amount of the outstanding Outstanding Notes (including PIK Notes) by written notice to the Trustee may waive future compliance by the Company, the Subsidiary Guarantors and the JV Subsidiary Guarantors Company with any provision of the Indenture or the Notes or any Security Document or Notes. (b) Notwithstanding the Intercreditor Agreement; provided, however, that no such modification, amendment or waiver mayprovisions of Section 9.02(a), without the consent of each Holder affected thereby, an amendment or waiver may not: (i1) change the Stated Maturity of the principal of, or any installment of interest on, any Note; (ii2) reduce the principal amount of, or premium, if any, or interest on, any Note; (iii3) change the place, currency or time of payment of principal of, or premium, if any, or interest on, any Note; (iv4) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note; (v5) reduce the above-above stated percentage of outstanding Outstanding Notes the consent of whose Holders is necessary to modify or amend this the Indenture; (vi6) waive a default in the payment of principal of, premium, if any, or interest on the Notes; (vii) release any Subsidiary Guarantor or JV Subsidiary Guarantor from its Subsidiary Guarantee or JV Subsidiary Guarantee, as the case may be, except as provided in this Indenture; (viii) release any Collateral, except as provided in the Intercreditor Agreement, the Indenture and the Security Documents; (ix7) reduce the percentage or aggregate principal amount of outstanding Outstanding Notes the consent of whose Holders is necessary for waiver of compliance with certain provisions of this the Indenture or for waiver of certain defaults; (x8) amend, change or modify any provision of the Indenture or the related definition affecting the ranking of the Notes or any Subsidiary Guarantee in a manner which adversely affects the Holders; (9) change the redemption date or the redemption price of the Notes from that stated under Section 3.01 or Section 3.02; or (10) amend, change or modify the obligation of the Company or any Subsidiary Guarantor to pay Additional Amounts. (c) Notwithstanding the provisions of Section 9.02(a), without the consent of the Holders of not less than 80% in aggregate principal amount of the Outstanding Notes affected thereby, an amendment or waiver may not: (1) release any Subsidiary Guarantor from its Subsidiary Guarantee, except as provided in the Indenture; (2) release any Collateral, except as provided in the Indenture and the Security Documents; (3) amend, change or modify any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner that adversely affects the Holders;; or (xi4) amend, change or modify any provision of any Security Document, or any provision of this the Indenture or the Intercreditor Agreement relating to the Collateral, in a manner that adversely affects the Holders, except in accordance with the other provisions of this the Indenture;. (xiid) reduce It is not necessary for Holders to approve the amount payable upon a Change particular form of Control Offer any proposed amendment, supplement or an Offer to Purchase with waiver, but is sufficient if their consent approves the Excess Proceeds from any Asset Sale or change the time or manner by which a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale may be made or by which the Notes must be repurchased pursuant to a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale;substance thereof. (xiiie) change An amendment, supplement or waiver under this Section will become effective on receipt by the redemption date or Trustee of written consents from the redemption price Holders of the Notes from that stated requisite percentage in Section 3.01 or Section 3.02; (xiv) amend, change or modify the obligation principal amount of the CompanyOutstanding Notes. After an amendment, any Subsidiary Guarantor supplement or waiver under this Section becomes effective, the Company will send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will send supplemental indentures to Holders upon request. Any failure of the Company to send such notice, or any JV Subsidiary Guarantor to pay Additional Amounts; or (xv) amenddefect therein, change will not, however, in any way impair or modify affect the validity of any provision of this Indenture such supplemental indenture or the related definition affecting the ranking of the Notes or any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner which adversely affects the Holderswaiver.

Amendments with Consent of Holders. (a) Amendments of the IndentureExcept as otherwise provided in Section 6.07 or paragraph (b), the Intercreditor Agreement or any Security Document may be made by the Company, the Subsidiary Guarantors, Company and the Trustee may amend the Indenture and the Shared Security Agent Notes with the written consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes, and the Holders of a majority in principal amount of the outstanding Notes by written notice to the Trustee may waive future compliance by the Company, the Subsidiary Guarantors and the JV Subsidiary Guarantors Company with any provision of the Indenture or the Notes or any Security Document or Notes. (b) Notwithstanding the Intercreditor Agreement; provided, however, that no such modification, amendment or waiver mayprovisions of paragraph (a), without the consent of each Holder affected thereby:affected, an amendment or waiver may not (i) change the Stated Maturity of the principal of, or any installment of interest on, any Note; (ii) reduce the principal amount of, or premium, if anyFundamental Change Purchase Price with respect to, or any premium or interest on, payment on any Note;, (ii) make any Note payable in currency or securities other than that stated in the Note, (iii) change the place, currency or time Stated Maturities of payment any installment of principal of, or premium, if any, or interest on, of any Note;, (iv) make any change that adversely affects the Holders’ right to convert any Note, (v) make any change that adversely affects the Holders’ right to require the Company to purchase the Notes in accordance with the terms thereof and this Indenture, (vi) impair the right to convert or receive any principal or interest payment with respect to, a Note, or right to institute suit for the enforcement of any payment on with respect to, or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note; (v) reduce the above-stated percentage of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (vi) waive a default in the payment of principal conversion of, premium, if any, or interest on the Notes;, or (vii) release make any Subsidiary Guarantor or JV Subsidiary Guarantor from its Subsidiary Guarantee or JV Subsidiary Guarantee, as the case may be, except as provided in this Indenture; (viii) release any Collateral, except as provided change in the Intercreditor Agreement, percentage of the Indenture and the Security Documents; (ix) reduce the percentage or aggregate principal amount of outstanding the Notes the consent of whose Holders required for amendments or waivers. (c) It is not necessary for waiver Noteholders to approve the particular form of compliance with certain provisions of this Indenture any proposed amendment, supplement or for waiver of certain defaults;waiver, but is sufficient if their consent approves the substance thereof. (xd) amendAn amendment, change supplement or modify any Subsidiary Guarantee waiver under this Section will become effective on receipt by the Trustee of written consents from the Holders of the requisite percentage in principal amount of the outstanding Notes. After an amendment, supplement or JV Subsidiary Guarantee in waiver under this Section becomes effective, the Company will send to the Holders affected thereby a manner that adversely affects notice -42- briefly describing the Holders; (xi) amendamendment, change supplement or modify any provision waiver. The Company will send supplemental indentures to Holders upon request. Any failure of any Security Documentthe Company to send such notice, or any provision defect therein, will not, however, in any way impair or affect the validity of this Indenture any such supplemental indenture or the Intercreditor Agreement relating waiver. (e) With respect to the Collateralamendments set forth in Section 9.01 and this Section 9.02, in a manner that adversely affects no such amendment to cure any ambiguity, defect or inconsistency made solely to conform the Holders, except in accordance with Indenture to the other provisions of this Indenture; (xii) reduce the amount payable upon a Change of Control Offer or an Offer to Purchase with the Excess Proceeds from any Asset Sale or change the time or manner by which a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale may be made or by which the Notes must be repurchased pursuant to a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale; (xiii) change the redemption date or the redemption price description of the Notes from that stated as set forth in Section 3.01 or Section 3.02; (xiv) amend, change or modify any final offering memorandum will be deemed to adversely affect the obligation interests of the Company, any Subsidiary Guarantor or any JV Subsidiary Guarantor to pay Additional Amounts; or (xv) amend, change or modify any provision of this Indenture or the related definition affecting the ranking of the Notes or any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner which adversely affects the HoldersNoteholders.

Amendments with Consent of Holders. (a) Amendments of the IndentureExcept as otherwise provided in Section 6.05, Section 9.01 or clause (b) below, the Intercreditor Agreement or any Security Document may be made by the Company, the Subsidiary Guarantors, Company and the Trustee may amend this Indenture and the Shared Security Agent Securities of any series with the consent of the Holders of not less than a majority in of the aggregate principal amount of the outstanding NotesSecurities of each series affected by the amendment or modification (voting as one class), and the Holders of a majority in principal amount of the outstanding Notes may waive future compliance by the Company, the Subsidiary Guarantors and the JV Subsidiary Guarantors Company with any provision of the Indenture or with respect to any series of Securities may be waived by written notice to the Notes or any Security Document or Trustee by the Intercreditor Agreement; provided, however, that no such modification, amendment or Holders of a majority of the aggregate principal amount of the outstanding Securities of each series affected by the waiver may(voting as one class). (b) Notwithstanding the provisions of clause (a) above, without the consent of the Holder of each Holder outstanding Security affected thereby, an amendment or waiver may not: (i) change the Stated Maturity of the principal of, or any installment of interest on, any Note; (ii1) reduce the principal amount ofamount, or premiumextend the fixed maturity, if anyof the Securities, alter or interest on, waive the optional redemption date or optional redemption prices of any Noteseries of Securities; (iii2) change the placecurrency in which principal, currency or time of payment of principal of, or premium, if any, any premium or interest on, any Noteis paid; (iv3) reduce the percentage in principal amount outstanding of Securities of any series which must consent to an amendment, supplement or waiver or consent to take any action; (4) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any NoteSecurities; (v5) waive a payment default with respect to the Securities; (6) reduce the above-stated percentage of outstanding Notes interest rate or extend the consent of whose Holders is necessary to modify or amend this Indenture; (vi) waive a default in the time for payment of principal of, premium, if any, or interest on the Notes; (vii) release any Subsidiary Guarantor or JV Subsidiary Guarantor from its Subsidiary Guarantee or JV Subsidiary Guarantee, as the case may be, except as provided in this Indenture; (viii) release any Collateral, except as provided in the Intercreditor Agreement, the Indenture and the Security Documents; (ix) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with certain provisions of this Indenture or for waiver of certain defaults; (x) amend, change or modify any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner that adversely affects the Holders; (xi) amend, change or modify any provision of any Security Document, or any provision of this Indenture or the Intercreditor Agreement relating to the Collateral, in a manner that adversely affects the Holders, except in accordance with the other provisions of this Indenture; (xii) reduce the amount payable upon a Change of Control Offer or an Offer to Purchase with the Excess Proceeds from any Asset Sale or change the time or manner by which a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale may be made or by which the Notes must be repurchased pursuant to a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale; (xiii) change the redemption date or the redemption price of the Notes from that stated in Section 3.01 or Section 3.02; (xiv) amend, change or modify the obligation of the Company, any Subsidiary Guarantor or any JV Subsidiary Guarantor to pay Additional AmountsSecurities; or (xv7) amend, change or modify any provision of this Indenture or the related definition affecting adversely affect the ranking of the Notes Securities of any series. (c) It is not necessary for Securityholders of a series to approve the particular form of any proposed amendment, supplement or waiver, but is sufficient if their consent approves the substance thereof. (d) An amendment, supplement or waiver under this Section will become effective on receipt by the Trustee of written consents from the Holders of the requisite percentage in principal amount of the outstanding Securities of the applicable series. After an amendment, supplement or waiver under this Section becomes effective, the Company will send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will send supplemental indentures to Holders of the applicable series upon request. Any failure of the Company to send such notice, or any Subsidiary Guarantee defect therein, will not, however, in any way impair or JV Subsidiary Guarantee in a manner which adversely affects affect the Holdersvalidity of any such supplemental indenture or waiver.

Amendments with Consent of Holders. (a) Amendments of the IndentureExcept as otherwise provided in Section 6.07 or paragraph (b), the Intercreditor Agreement or any Security Document may be made by the Company, the Subsidiary Guarantors, Company and the Trustee may amend the Indenture and the Shared Security Agent Notes with the written consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes, and the Holders of a majority in principal amount of the outstanding Notes by written notice to the Trustee may waive future compliance by the Company, the Subsidiary Guarantors and the JV Subsidiary Guarantors Company with any provision of the Indenture or the Notes or any Security Document or Notes. (b) Notwithstanding the Intercreditor Agreement; provided, however, that no such modification, amendment or waiver mayprovisions of paragraph (a), without the consent of each Holder affected thereby:affected, an amendment or waiver may not (i) change the Stated Maturity of the principal of, or any installment of interest on, any Note; (ii) reduce the principal amount of, or premium, if anyChange in Control Purchase Price with respect to, or any premium or interest on, payment on any Note;, (ii) make any Note payable in currency or securities other than that stated in the Note, (iii) change the place, currency or time Stated Maturities of payment any installment of principal of, or premium, if any, or interest on, of any Note;, (iv) make any change that adversely affects the Holders’ right to convert any Note, (v) make any change that adversely affects the Holders’ right to require the Company to purchase the Notes in accordance with the terms thereof and this Indenture, (vi) impair the right to convert or receive any principal or interest payment with respect to, a Note, or right to institute suit for the enforcement of any payment on with respect to, or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note; (v) reduce the above-stated percentage of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (vi) waive a default in the payment of principal conversion of, premium, if any, or interest on the Notes;, or (vii) release make any Subsidiary Guarantor or JV Subsidiary Guarantor from its Subsidiary Guarantee or JV Subsidiary Guarantee, as the case may be, except as provided in this Indenture; (viii) release any Collateral, except as provided change in the Intercreditor Agreement, percentage of the Indenture and the Security Documents; (ix) reduce the percentage or aggregate principal amount of outstanding the Notes the consent of whose Holders required for amendments or waivers. (c) It is not necessary for waiver Noteholders to approve the particular form of compliance with certain provisions of this Indenture any proposed amendment, supplement or for waiver of certain defaults;waiver, but is sufficient if their consent approves the substance thereof. (xd) amendAn amendment, change supplement or modify any Subsidiary Guarantee waiver under this Section will become effective on receipt by the Trustee of written consents from the Holders of the requisite percentage in principal amount of the outstanding Notes. After an amendment, supplement or JV Subsidiary Guarantee in waiver under this Section becomes effective, the Company will send to the Holders affected thereby a manner that adversely affects notice briefly describing the Holders; (xi) amendamendment, change supplement or modify any provision waiver. The Company will send supplemental indentures to Holders upon request. Any failure of any Security Documentthe Company to send such notice, or any provision defect therein, will not, however, in any way impair or affect the validity of this Indenture any such supplemental indenture or the Intercreditor Agreement relating waiver. (e) With respect to the Collateralamendments set forth in Section 9.01 and this Section 9.02, in a manner that adversely affects no such amendment to cure any ambiguity, defect or inconsistency made solely to conform the Holders, except in accordance with Indenture to the other provisions of this Indenture; (xii) reduce the amount payable upon a Change of Control Offer or an Offer to Purchase with the Excess Proceeds from any Asset Sale or change the time or manner by which a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale may be made or by which the Notes must be repurchased pursuant to a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale; (xiii) change the redemption date or the redemption price description of the Notes from that stated as set forth in Section 3.01 or Section 3.02; (xiv) amend, change or modify any final offering memorandum will be deemed to adversely affect the obligation interests of the Company, any Subsidiary Guarantor or any JV Subsidiary Guarantor to pay Additional Amounts; or (xv) amend, change or modify any provision of this Indenture or the related definition affecting the ranking of the Notes or any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner which adversely affects the HoldersNoteholders.

Amendments with Consent of Holders. (a) Amendments of the IndentureExcept as otherwise provided in Sections 6.02 , 6.04 and 6.07 or paragraph (b), the Intercreditor Agreement or any Security Document may be made by the Company, the Subsidiary Guarantors, Company and the Trustee may amend the Indenture and the Shared Security Agent Notes with the written consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes, and the Holders of a majority in principal amount of the outstanding Notes by written notice to the Trustee may waive future compliance by the Company, the Subsidiary Guarantors and the JV Subsidiary Guarantors Company with any provision of the Indenture or the Notes or any Security Document or Notes. (b) Notwithstanding the Intercreditor Agreement; provided, however, that no such modification, amendment or waiver mayprovisions of paragraph (a), without the consent of each Holder affected thereby:affected, an amendment or waiver may not (i1) reduce the principal amount of or change the Stated Maturity of the principal of, or any installment of interest on, principal of any Note;, (ii2) reduce the principal rate of or change the Stated Maturity of any interest payment on any Note, (3) reduce the amount ofpayable upon the redemption of any Note or change the time of any mandatory redemption or, in respect of an optional redemption, the times at which any Note may be redeemed or, once notice of redemption has been given, the time at which it must thereupon be redeemed, (4) after the time an Offer to Purchase is required to have been made, reduce the purchase amount or purchase price, or premium, if any, extend the latest expiration date or interest on, any Note;purchase date thereunder, (iii5) change make any Note payable in money other than that stated in the place, currency or time of payment of principal of, or premium, if any, or interest on, any Note;, (iv6) impair the right of any Holder of Notes to receive any principal payment or interest payment on such Holder's Notes, on or after the Stated Maturity thereof, or to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note;such payment, (v) reduce the above-stated percentage of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (vi) waive a default in the payment of principal of, premium, if any, or interest on the Notes; (vii) release any Subsidiary Guarantor or JV Subsidiary Guarantor from its Subsidiary Guarantee or JV Subsidiary Guarantee, as the case may be, except as provided in this Indenture; (viii) release any Collateral, except as provided in the Intercreditor Agreement, the Indenture and the Security Documents; (ix7) reduce the percentage or aggregate of the principal amount of outstanding the Notes the consent of whose Holders is necessary required for waiver of compliance with certain provisions of this Indenture amendments or for waiver of certain defaults;waivers, (x) amend, 8) modify or change or modify any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner that adversely affects the Holders; (xi) amend, change or modify any provision of any Security Document, or any provision of this the Indenture or the Intercreditor Agreement relating to the Collateral, in a manner that adversely affects the Holders, except in accordance with the other provisions of this Indenture; (xii) reduce the amount payable upon a Change of Control Offer or an Offer to Purchase with the Excess Proceeds from any Asset Sale or change the time or manner by which a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale may be made or by which the Notes must be repurchased pursuant to a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale; (xiii) change the redemption date or the redemption price of the Notes from that stated in Section 3.01 or Section 3.02; (xiv) amend, change or modify the obligation of the Company, any Subsidiary Guarantor or any JV Subsidiary Guarantor to pay Additional Amounts; or (xv) amend, change or modify any provision of this Indenture or the related definition affecting the ranking of the Notes or any Subsidiary Guarantee or JV Subsidiary Guarantee Note Guaranty in a manner which adverse to the Holders of the Notes, (9) make any change in the provisions of Sections 3.05 or 4.22 that adversely affects the Holdersrights of any Holder or amend the terms of the Notes or the Indenture in a way that would result in the loss of an exemption from any of the Taxes described thereunder or would otherwise adversely affect any Noteholder for United States or Mexican tax purposes; or (10) make any change in any Note Guaranty that would adversely affect the Noteholders. (c) It is not necessary for Noteholders to approve the particular form of any proposed amendment, supplement or waiver, but is sufficient if their consent approves the substance thereof. (d) An amendment, supplement or waiver under this Section will become effective on receipt by the Trustee of written consents from the Holders of the requisite percentage in principal amount of the outstanding Notes. After an amendment, supplement or waiver under this Section becomes effective, the Company will send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will send supplemental indentures to Holders upon request. Any failure of the Company to send such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

Amendments with Consent of Holders. (a) Amendments of the IndentureExcept as otherwise provided in Sections 5.01, the Intercreditor Agreement 5.03 and 5.06 or any Security Document may be made by paragraph (b), the Company, the Subsidiary GuarantorsIssuer, the Trustee Guarantors and the Shared Security Agent Senior Trustee may amend or supplement the Indenture and the Notes with the written consent of the Holders of not less than a majority in aggregate principal amount of the outstanding NotesNotes (which may include consents obtained in connection with a tender offer or exchange offer), and the Holders of a majority in principal amount of the outstanding Notes by written notice to the Senior Trustee may waive future compliance by the Company, the Subsidiary Guarantors Issuer and the JV Subsidiary Guarantors with any provision of the Indenture or the Notes (which may include waivers obtained in connection with a tender offer or any Security Document or exchange offer). (b) Notwithstanding the Intercreditor Agreement; provided, however, that no such modification, amendment or waiver mayprovisions of paragraph (a), without the consent of each Holder affected therebyaffected, an amendment or waiver may not: (i) change reduce the Stated Maturity amount of the principal ofNotes whose Holders must consent to an amendment, supplement or any installment of interest on, any Note;waiver, (ii) reduce the principal amount rate of, or premium, if any, or interest onchange the time for payment of, any interest, including default interest, on any Note;, (iii) change the place, currency or time of payment of reduce principal of, or premium, if any, or interest onchange the fixed maturity of, any Note;Note or alter the provisions (including related definitions) with respect to redemptions described under Article 3 or with respect to mandatory offers to repurchase Notes described under Section 4.10 and Section 4.12, (iv) impair the right to institute suit for the enforcement of make any payment on or after the Stated Maturity (or, Note payable in money other than that stated in the case of a redemption, on or after the redemption date) of any Note;, (v) reduce modify the above-stated percentage ranking or priority of outstanding the Notes the consent of whose Holders is necessary to modify or amend this Indenture;any Guarantee, (vi) make any change in Sections 5.03 or 5.06, (vii) release any Guarantor from any of its obligations under its Guarantee or the Indenture otherwise than in accordance with the Indenture, or (viii) waive a default continuing Default or Event of Default in the payment of principal of, premium, if any, or interest or Additional Interest, if any, on the Notes;. (viic) release It is not necessary for Holders to approve the particular form of any Subsidiary Guarantor proposed amendment, supplement or JV Subsidiary Guarantor from its Subsidiary Guarantee or JV Subsidiary Guaranteewaiver, as but is sufficient if their consent approves the case may be, except as provided in this Indenture;substance thereof. (viiid) release any CollateralAn amendment, except as provided supplement or waiver under this Section will become effective on receipt by the Senior Trustee of written consents from the Holders of the requisite percentage in the Intercreditor Agreement, the Indenture and the Security Documents; (ix) reduce the percentage or aggregate principal amount of the outstanding Notes Notes. After an amendment, supplement or waiver under this Section becomes effective, the consent Issuer (or the Senior Trustee at the request and expense of whose the Issuer) will send to the Holders is necessary for waiver affected thereby a notice briefly describing the amendment, supplement or waiver. The Issuer will send supplemental indentures to Holders upon request. Any failure of compliance with certain provisions of this Indenture or for waiver of certain defaults; (x) amend, change or modify any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner that adversely affects the Holders; (xi) amend, change or modify any provision of any Security DocumentIssuer to send such notice, or any provision of this Indenture or the Intercreditor Agreement relating to the Collateraldefect therein, will not, however, in a manner that adversely affects any way impair or affect the Holdersvalidity of any such supplemental indenture, except in accordance with the other provisions of this Indenture; (xii) reduce the amount payable upon a Change of Control Offer amendment or an Offer to Purchase with the Excess Proceeds from any Asset Sale or change the time or manner by which a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale may be made or by which the Notes must be repurchased pursuant to a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale; (xiii) change the redemption date or the redemption price of the Notes from that stated in Section 3.01 or Section 3.02; (xiv) amend, change or modify the obligation of the Company, any Subsidiary Guarantor or any JV Subsidiary Guarantor to pay Additional Amounts; or (xv) amend, change or modify any provision of this Indenture or the related definition affecting the ranking of the Notes or any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner which adversely affects the Holderswaiver.

Amendments with Consent of Holders. (a) Amendments of the IndentureExcept as otherwise provided in Sections 6.02, 6.04 and 6.07 or paragraph (b), the Intercreditor Agreement or any Security Document may be made by the Company, the Subsidiary Guarantors, Company and the Trustee may amend the Indenture with respect to the Notes of any series and the Shared Security Agent Notes of such series with the written consent of the Holders of not less than a majority in aggregate principal amount of the outstanding NotesNotes of such series, and the Holders of a majority in principal amount of the outstanding Notes of such series by written notice to the Trustee may waive future compliance by the Company, the Subsidiary Guarantors and the JV Subsidiary Guarantors Company with any provision of the Indenture with respect to the Notes of such series or the Notes or any Security Document or of such series. (b) Notwithstanding the Intercreditor Agreement; provided, however, that no such modification, amendment or waiver mayprovisions of paragraph (a), without the consent of each Holder affected therebyof Notes of any series affected, an amendment or waiver may not: (i) reduce the principal amount of or change the Stated Maturity stated maturity of the principal of, or any installment of interest on, principal of any NoteNote of that series; (ii) reduce the rate of or change the stated maturity of any interest payment on any Note of that series; (iii) reduce the amount payable upon the redemption or any required repurchase of any Note of that series or change the times at which any Note of that series may be redeemed or repurchased or, once notice of redemption or a Change of Control Offer has been given, the time at which it must thereupon be redeemed or repurchased; (iv) make any Note of that series payable in money other than that stated in such Note; (v) impair the right of any Holder of Notes of that series to receive any principal amount ofpayment, or premiumpremium payment, if any, or interest onpayment on such Holder’s Notes, any Note; (iii) change on or after the place, currency or time of payment of principal ofstated maturity thereof, or premium, if any, or interest on, any Note; (iv) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note; (v) reduce the above-stated percentage of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenturesuch payment; (vi) waive a default make any change in the payment percentage of the principal of, premium, if any, amount of the Notes of that series required for amendments or interest on the Notes;waivers; or (vii) release any Subsidiary Guarantor modify or JV Subsidiary Guarantor from its Subsidiary Guarantee or JV Subsidiary Guarantee, as the case may be, except as provided in this Indenture; (viii) release any Collateral, except as provided in the Intercreditor Agreement, the Indenture and the Security Documents; (ix) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with certain provisions of this Indenture or for waiver of certain defaults; (x) amend, change or modify any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner that adversely affects the Holders; (xi) amend, change or modify any provision of any Security Document, or any provision of this the Indenture or the Intercreditor Agreement relating to the Collateral, in a manner that adversely affects the Holders, except in accordance with the other provisions of this Indenture; (xii) reduce the amount payable upon a Change of Control Offer or an Offer to Purchase with the Excess Proceeds from any Asset Sale or change the time or manner by which a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale may be made or by which the Notes must be repurchased pursuant to a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale; (xiii) change the redemption date or the redemption price of the Notes from that stated in Section 3.01 or Section 3.02; (xiv) amend, change or modify the obligation of the Company, any Subsidiary Guarantor or any JV Subsidiary Guarantor to pay Additional Amounts; or (xv) amend, change or modify any provision of this Indenture or the related definition affecting the ranking of the Notes or any Subsidiary Guarantee or JV Subsidiary Guarantee of that series in a manner which adversely affects adverse to the HoldersHolders of the Notes of that series. (c) It is not necessary for Holders of Notes of a series to approve the particular form of any proposed amendment, supplement or waiver, but is sufficient if their consent approves the substance thereof. (d) Subject to Section 9.04, an amendment, supplement or waiver under this Section will become effective on receipt by the Trustee of written consents from the Holders of the requisite percentage in principal amount of the outstanding Notes of the series affected. After an amendment, supplement or waiver under this Section becomes effective, the Company will send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will send supplemental indentures to Holders upon request. Any failure of the Company to send such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

Amendments with Consent of Holders. (a) Amendments of the IndentureExcept as otherwise provided in Section 6.02, the Intercreditor Agreement Section 6.04, Section 6.07, Section 9.01(a), or any Security Document may be made by Section 9.02(b) or (c) below, the Company, the Subsidiary GuarantorsGuarantors and the Trustee may amend the Indenture, the Trustee and the Shared Notes or any Security Agent Documents with the written consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Outstanding Notes (including PIK Notes), and the Holders of a majority in principal amount of the outstanding Outstanding Notes (including PIK Notes) by written notice to the Trustee may waive future compliance by the Company, the Subsidiary Guarantors and the JV Subsidiary Guarantors Company with any provision of the Indenture or the Notes or any Security Document or Notes. (b) Notwithstanding the Intercreditor Agreement; provided, however, that no such modification, amendment or waiver mayprovisions of Section 9.02(a), without the consent of each Holder affected thereby, an amendment or waiver may not: (i1) change the Stated Maturity of the principal of, or any installment of interest on, any Note; (ii2) reduce the principal amount of, or premium, if any, or interest on, any Note; (iii3) change the place, currency or time of payment of principal of, or premium, if any, or interest on, any Note; (iv4) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note; (v5) reduce the above-above stated percentage of outstanding Outstanding Notes the consent of whose Holders is necessary to modify or amend this the Indenture; (vi6) waive a default in the payment of principal of, premium, if any, or interest on the Notes; (vii) release any Subsidiary Guarantor or JV Subsidiary Guarantor from its Subsidiary Guarantee or JV Subsidiary Guarantee, as the case may be, except as provided in this Indenture; (viii) release any Collateral, except as provided in the Intercreditor Agreement, the Indenture and the Security Documents; (ix7) reduce the percentage or aggregate principal amount of outstanding Outstanding Notes the consent of whose Holders is necessary for waiver of compliance with certain provisions of this the Indenture or for waiver of certain defaults; (x8) amend, change or modify any provision of the Indenture or the related definition affecting the ranking of the Notes or any Subsidiary Guarantee in a manner which adversely affects the Holders; (9) change the redemption date or the redemption price of the Notes from that stated under Section 3.01 or Section 3.02; or (10) amend, change or modify the obligation of the Company or any Subsidiary Guarantor to pay Additional Amounts. (c) Notwithstanding the provisions of Section 9.02(a), without the consent of the Holders of not less than 80% in aggregate principal amount of the outstanding Notes affected thereby, an amendment or waiver may not: (1) release any Subsidiary Guarantor from its Subsidiary Guarantee, except as provided in the Indenture; (2) release any Collateral, except as provided in the Indenture and the Security Documents; (3) amend, change or modify any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner that adversely affects the Holders;; or (xi4) amend, change or modify any provision of any Security Document, or any provision of this the Indenture or the Intercreditor Agreement relating to the Collateral, in a manner that adversely affects the Holders, except in accordance with the other provisions of this the Indenture;. (xiid) reduce It is not necessary for Holders to approve the amount payable upon a Change particular form of Control Offer any proposed amendment, supplement or an Offer to Purchase with waiver, but is sufficient if their consent approves the Excess Proceeds from any Asset Sale or change the time or manner by which a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale may be made or by which the Notes must be repurchased pursuant to a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale;substance thereof. (xiiie) change An amendment, supplement or waiver under this Section will become effective on receipt by the redemption date or Trustee of written consents from the redemption price Holders of the Notes from that stated requisite percentage in Section 3.01 or Section 3.02; (xiv) amend, change or modify the obligation principal amount of the CompanyOutstanding Notes. After an amendment, any Subsidiary Guarantor supplement or waiver under this Section becomes effective, the Company will send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will send supplemental indentures to Holders upon request. Any failure of the Company to send such notice, or any JV Subsidiary Guarantor to pay Additional Amounts; or (xv) amenddefect therein, change will not, however, in any way impair or modify affect the validity of any provision of this Indenture such supplemental indenture or the related definition affecting the ranking of the Notes or any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner which adversely affects the Holderswaiver.

Amendments with Consent of Holders. (a) Amendments of the IndentureExcept as otherwise provided in Section 6.05, Section 9.01 or paragraph (b), the Intercreditor Agreement or any Security Document may be made by the Company, the Subsidiary Guarantors, Company and the Trustee may amend this Indenture and the Shared Security Agent Notes with the consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes, and the Holders of a majority in principal amount of the outstanding Notes by written notice to the Trustee may waive future compliance by the Company, the Subsidiary Guarantors and the JV Subsidiary Guarantors Company with any provision of the this Indenture or the Notes or any Security Document or Notes. (b) Notwithstanding the Intercreditor Agreement; provided, however, that no such modification, amendment or waiver mayprovisions of paragraph (a), without the consent of each Holder affected thereby:affected, an amendment or waiver may not (i1) change the Stated Maturity of the principal of, or any installment of interest on, any Note;, (ii2) reduce the principal amount of, or premium, if any, or interest on, any Note;, (iii3) change the place, optional redemption dates or optional redemption prices of the Notes from that stated under the caption “Optional Redemption,” (4) change the place or currency or time of payment of principal of, or premium, if any, or interest on, any Note;, (iv5) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption dateRedemption Date) of any Note;, (v) reduce the above-stated percentage of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (vi6) waive a default in the payment of principal of, premium, if any, or interest on the Notes;Notes or modify any provision of this Indenture relating to modification or amendment thereof, (vii7) reduce the above-stated percentage of outstanding notes of such series, the consent of whose holders is necessary to modify or amend the applicable indenture, (8) release any Subsidiary Guarantor or JV Subsidiary Guarantor from its Subsidiary Guarantee or JV Subsidiary Notes Guarantee, as the case may be, except as provided in this Indenture; (viii) release any Collateral, except as provided in the Intercreditor AgreementIndenture, the Indenture and the Security Documents;or (ix9) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with certain provisions of this Indenture or for waiver of certain defaults;. (xc) amendIt is not necessary for Noteholders to approve the particular form of any proposed amendment, change supplement or modify any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner that adversely affects waiver, but is sufficient if their consent approves the Holders;substance thereof. (xid) amendAn amendment, change supplement or modify any provision waiver under this Section will become effective on receipt by the Trustee of any Security Documentwritten consents from the Holders of the requisite percentage in principal amount of the outstanding Notes. After an amendment, supplement or waiver under this Section becomes effective, the Company will send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will send supplemental indentures to Holders upon request. Any failure of the Company to send such notice, or any provision of this Indenture or the Intercreditor Agreement relating to the Collateraldefect therein, will not, however, in a manner that adversely affects any way impair or affect the Holders, except in accordance with the other provisions validity of this Indenture; (xii) reduce the amount payable upon a Change of Control Offer any such supplemental indenture or an Offer to Purchase with the Excess Proceeds from any Asset Sale or change the time or manner by which a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale may be made or by which the Notes must be repurchased pursuant to a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale; (xiii) change the redemption date or the redemption price of the Notes from that stated in Section 3.01 or Section 3.02; (xiv) amend, change or modify the obligation of the Company, any Subsidiary Guarantor or any JV Subsidiary Guarantor to pay Additional Amounts; or (xv) amend, change or modify any provision of this Indenture or the related definition affecting the ranking of the Notes or any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner which adversely affects the Holderswaiver.

Amendments with Consent of Holders. (a) Amendments Except as otherwise provided in Section 6.07 or paragraph (b) of the Indenturethis Section, the Intercreditor Agreement or any Security Document may be made by the Company, the Subsidiary Guarantors, Company and the Trustee may amend this Indenture and the Shared Security Agent Notes with the written consent of the Holders of not less than at least a majority in aggregate principal amount Original Principal Amount of the outstanding Notes, and the Holders of a majority in principal amount of the Original Principal Amount of Notes then outstanding Notes may waive future compliance by written notice to the CompanyTrustee may, the Subsidiary Guarantors and the JV Subsidiary Guarantors with any provision on behalf of the Holders of such Notes waive any existing or past Default under this Indenture and its consequences, except an uncured Default (i) in the payment of the Accreted Principal Amount of any Note or Default Interest, (ii) in the payment of the Fundamental Change Repurchase Price with respect to any Note, (iii) in the payment of the applicable portion of the Offer Amount with respect to any Notes properly tendered and accepted for payment in connection with an Asset Sale Offer (iv) in the payment or delivery of the consideration due upon conversion of the Notes or (v) in respect of any Security Document provision that under this Indenture cannot be modified or amended without the Intercreditor Agreement; provided, however, that no such modification, amendment or waiver mayconsent of the Holder of each outstanding Note affected. (b) Notwithstanding the provisions of paragraph (a), without the consent of each Holder affected therebyaffected, an amendment or waiver may not: (i) change reduce the Stated Maturity of Original Principal Amount or the principal of, Accreted Principal Amount on any Note or any installment of interest on, reduce the Fundamental Change Repurchase Price on any Note; (ii) reduce make any Note payable in any currency or securities other than that stated in the principal amount of, or premium, if any, or interest on, any Note; (iii) change the place, currency or time Maturity Date of payment of principal of, or premium, if any, or interest on, any Note; (iv) reduce the rate of accretion or Default Interest or the time for accretion or payment of interest of any Note; (v) after a Change in Control, make any change that adversely affects the right of a Holder to require the Company to repurchase a Note upon the occurrence of a Change in Control; (vi) impair the right to institute suit for the enforcement of any payment on with respect to, or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note; (v) reduce the above-stated percentage of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (vi) waive a default in the payment of principal conversion of, premium, if any, or interest on the Notes; (vii) release make any Subsidiary Guarantor or JV Subsidiary Guarantor from its Subsidiary Guarantee or JV Subsidiary Guarantee, as change that adversely affects the case may be, except as provided in this Indenture;right of a Holder to convert any Note; or (viii) release any Collateral, except as provided in the Intercreditor Agreement, the Indenture and the Security Documents;change this Section 9.02(b). (ixc) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders It is not necessary for waiver Noteholders to approve the particular form of compliance with certain provisions of this Indenture any proposed amendment, supplement or for waiver of certain defaults;waiver, but is sufficient if their consent approves the substance thereof. (xd) amendAn amendment, change supplement or modify any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner that adversely affects waiver under this Section will become effective on receipt by the Holders; Trustee of written consents (xi) amend, change or modify any provision of any Security Document, or any provision of this Indenture or the Intercreditor Agreement relating to the Collateral, in a manner that adversely affects the Holders, except including consents delivered in accordance with the other provisions of this Indenture; (xiiApplicable Procedures with respect to Global Notes) reduce from the amount payable upon a Change of Control Offer or an Offer to Purchase with the Excess Proceeds from any Asset Sale or change the time or manner by which a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale may be made or by which the Notes must be repurchased pursuant to a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale; (xiii) change the redemption date or the redemption price Holders of the Notes from that stated requisite percentage in Section 3.01 or Section 3.02; (xiv) amend, change or modify the obligation Original Principal Amount of the Companyoutstanding Notes. After an amendment, any Subsidiary Guarantor supplement or waiver under this Section becomes effective, the Company will send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will send photocopies of the applicable supplemental indentures to Holders upon request. Any failure of the Company to send such notice, or any JV Subsidiary Guarantor to pay Additional Amounts; or (xv) amenddefect therein, change will not, however, in any way impair or modify affect the validity of any provision of this Indenture such supplemental indenture or the related definition affecting the ranking of the Notes or any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner which adversely affects the Holderswaiver.

Amendments with Consent of Holders. (a) Amendments of the Indenture, the Intercreditor Agreement or any Security Document may be made by the The Company, the Subsidiary Guarantors, Guarantors and the Trustee and the Shared Security Agent with the consent of the Holders of not less than a majority in aggregate principal amount of the outstanding NotesNotes may amend this Indenture, and the Holders of a majority in principal amount of the outstanding Notes may waive future compliance by the Company, the Subsidiary Guarantors and the JV Subsidiary Guarantors Company with any provision of the this Indenture or the Notes or any Security Document or the Intercreditor AgreementNotes; provided, however, that no such modification, amendment or waiver may, without the consent of each Holder affected thereby: (i) change the Stated Maturity of the principal of, or any installment of interest on, any Note; (ii) reduce the principal amount of, or premium, if any, or interest on, any Note; (iii) change the place, currency or time of payment of principal of, or premium, if any, or interest on, any Note; (iv) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note; (v) reduce the above-stated percentage of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (vi) waive a default in the payment of principal of, premium, if any, or interest on the Notes; (vii) release any Subsidiary Guarantor or JV Subsidiary Guarantor from its Subsidiary Guarantee or JV Subsidiary Guarantee, as the case may be, except as provided in this Indenture; (viii) release any Collateral, except as provided in the Intercreditor Agreement, the Indenture and the Security Documents; (ix) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with certain provisions of this Indenture or for waiver of certain defaults; (xviii) release any Subsidiary Guarantor from its Subsidiary Guarantee, except as provided in this Indenture; (ix) amend, change or modify any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner that adversely affects the Holders; (xi) amend, change or modify any provision of any Security Document, or any provision of this Indenture or the Intercreditor Agreement relating to the Collateral, in a manner that adversely affects the Holders, except in accordance with the other provisions of this Indenture; (xiix) reduce the amount payable upon a Change of Control Offer or an Offer to Purchase with the Excess Proceeds from any an Asset Sale or change the time or manner by which a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any an Asset Sale may be made or by which the Notes must be repurchased pursuant to a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any an Asset Sale; (xiiixi) change the redemption date or the redemption price of the Notes from that stated in Section 3.01 or Section 3.02; (xivxii) amend, change or modify the obligation of the Company, any Subsidiary Guarantor Company or any JV Subsidiary Guarantor to pay Additional Amounts; or (xvxiii) amend, change or modify any provision of this Indenture or the related definition affecting the ranking of the Notes or any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner which adversely affects the Holders. (b) It is not necessary for Holders to approve the particular form of any proposed amendment, supplement or waiver, but is sufficient if their consent approves the substance thereof. (c) An amendment, supplement or waiver under this Section 9.02 shall become effective on receipt by the Trustee of written consents from the Holders of the requisite percentage in principal amount of the outstanding Notes. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company shall send supplemental indentures to Holders upon request. Any failure of the Company to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

Amendments with Consent of Holders. (a) Amendments Except as otherwise provided in Section 6.07 or paragraph (b) of the Indenturethis Section, the Intercreditor Agreement or any Security Document may be made by the Company, the Subsidiary Guarantors, Company and the Trustee may amend this Indenture and the Shared Security Agent Notes with the written consent of the Holders of not less than at least a majority in aggregate principal amount of the outstanding Notes, and the Holders of a majority in principal amount of the outstanding Notes may waive future compliance by written notice to the CompanyTrustee may, the Subsidiary Guarantors and the JV Subsidiary Guarantors with any provision on behalf of the Holders of such Notes waive any existing or past Default under this Indenture and its consequences, except an uncured Default (i) in the payment of the principal amount of, or accrued and unpaid interest (including Additional Interest, if any) with respect to, any Note, (ii) in the payment of the Fundamental Change Repurchase Price with respect to any Note, (iii) in the payment of the Redemption Price with respect to any Note, (iv) in the payment or delivery of the consideration (including any Coupon Make-Whole Payment, if applicable) due upon conversion of the Notes or (v) in respect of any Security Document provision that under this Indenture cannot be modified or amended without the Intercreditor Agreement; provided, however, that no such modification, amendment or waiver mayconsent of the Holder of each outstanding Note affected. (b) Notwithstanding the provisions of paragraph (a), without the consent of each Holder affected therebyaffected, an amendment or waiver may not: (i) change the Stated Maturity of the principal of, or any installment of interest on, any Note; (ii) reduce the principal amount of, or premiuminterest payment (including Additional Interest, if any) on any Note, or interest onreduce the Fundamental Change Repurchase Price, Redemption Price or Coupon Make-Whole Payment on any Note; (ii) make any Note payable in any currency or securities other than that stated in the Note; (iii) change the place, currency or time Maturity Date of payment of principal of, or premium, if any, or interest on, any Note; (iv) change the ranking of the Notes; (v) make any change that adversely affects the right of a Holder to convert any Note; (vi) make any change that adversely affects the right of a Holder to require the Company to repurchase a Note upon the occurrence of a Change in Control; (vii) impair the right to convert or receive payment with respect to the Notes or the right to institute suit for the enforcement of any payment on with respect to, or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note; (v) reduce the above-stated percentage of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (vi) waive a default in the payment of principal conversion of, premium, if any, or interest on the Notes; (vii) release any Subsidiary Guarantor or JV Subsidiary Guarantor from its Subsidiary Guarantee or JV Subsidiary Guarantee, as the case may be, except as provided in this Indenture;; or (viii) release any Collateral, except as provided change the provisions in this Indenture that relate to modifying or amending the Intercreditor Agreement, the Indenture and the Security Documents; (ix) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with certain provisions of this Indenture or for waiver of certain defaults;Indenture. (xc) amendIt is not necessary for Noteholders to approve the particular form of any proposed amendment, change supplement or modify any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner that adversely affects waiver, but is sufficient if their consent approves the Holders;substance thereof. (xid) amendAn amendment, change supplement or modify any provision waiver under this Section will become effective on receipt by the Trustee of any Security Document, or any provision of this Indenture or the Intercreditor Agreement relating to the Collateral, in a manner that adversely affects the Holders, except written consents (including consents delivered in accordance with the other provisions of this Indenture; (xiiApplicable Procedures with respect to Global Notes) reduce from the amount payable upon a Change of Control Offer or an Offer to Purchase with the Excess Proceeds from any Asset Sale or change the time or manner by which a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale may be made or by which the Notes must be repurchased pursuant to a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale; (xiii) change the redemption date or the redemption price Holders of the Notes from that stated requisite percentage in Section 3.01 or Section 3.02; (xiv) amend, change or modify the obligation principal amount of the Companyoutstanding Notes. After an amendment, any Subsidiary Guarantor supplement or waiver under this Section becomes effective, the Company will send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will send photocopies of the applicable supplemental indentures to Holders upon request. Any failure of the Company to send such notice, or any JV Subsidiary Guarantor to pay Additional Amounts; or (xv) amenddefect therein, change will not, however, in any way impair or modify affect the validity of any provision of this Indenture such supplemental indenture or the related definition affecting the ranking of the Notes or any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner which adversely affects the Holderswaiver.

Amendments with Consent of Holders. (a) Amendments of the Except as provided in Section 9.01 or below in this Section 9.02, this Indenture, the Intercreditor Agreement Notes or any Security Document the Note Guarantees may be made by the Company, the Subsidiary Guarantors, the Trustee and the Shared Security Agent amended or supplemented with the consent of the Holders of not less than at least a majority in aggregate 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), and, subject to Sections 6.02, 6.04 and 6.07 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes may waive future compliance by (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for, Notes). (b) It shall not be necessary for the Company, the Subsidiary Guarantors and the JV Subsidiary Guarantors with any provision consent of the Indenture or Holders of Notes under this Section 9.02 to approve the Notes or particular form of any Security Document or the Intercreditor Agreement; provided, however, that no such modification, proposed amendment or waiver maywaiver, without but it shall be sufficient if such consent approves the substance thereof. (c) Without the consent of each Holder affected thereby:of Notes affected, an amendment, supplement or waiver may not (with respect to any Notes held by a non-consenting Holder): (i) change the Stated Maturity of reduce the principal ofamount of Notes whose Holders must consent to an amendment, supplement or any installment of interest on, any Notewaiver; (ii) reduce the principal amount ofof or change the fixed maturity of any Note or alter the provisions, or waive any payment, with respect to the redemption of the Notes; (iii) reduce the rate of or change the time for payment of interest on any Note (other than the notice period with respect to the redemption of Notes); (iv) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on, any Noteon the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (iiiv) make any Note payable in money other than U.S. dollars; (vi) make any change in the place, currency provisions of this Indenture relating to waivers of past Defaults or time the rights of payment Holders of Notes to receive payments of principal of, or interest or premium, if any, or interest on, any Noteon the Notes; (ivvii) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture except in accordance with the terms of this Indenture; (viii) impair the right to institute suit for the enforcement of any payment on or after with respect to the Stated Maturity (or, in Notes or the case of a redemption, on or after the redemption date) of any Note; (v) reduce the above-stated percentage of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (vi) waive a default in the payment of principal of, premium, if any, or interest on the Notes; (vii) release any Subsidiary Guarantor or JV Subsidiary Guarantor from its Subsidiary Guarantee or JV Subsidiary Guarantee, as the case may be, except as provided in this Indenture; (viii) release any Collateral, except as provided in the Intercreditor Agreement, the Indenture and the Security Documentsrelated Note Guarantees; (ix) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with certain provisions of this Indenture or for waiver of certain defaults; (x) amend, change or modify any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner that adversely affects the Holders; (xi) amend, change or modify any provision of any Security Document, or any provision of this Indenture or the Intercreditor Agreement relating to the Collateral, in a manner that adversely affects the Holders, except in accordance with the other provisions of this Indenture; (xii) reduce the amount payable upon a Change of Control Offer or an Offer to Purchase with the Excess Proceeds from any Asset Sale or change the time or manner by which a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale may be made or by which the Notes must be repurchased pursuant to a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale; (xiii) change the redemption date or the redemption price of the Notes from that stated in Section 3.01 or Section 3.02; (xiv) amend, change or modify the obligation of the CompanyCompany to make and consummate an Asset Sale Offer with respect to any Asset Sale in accordance with Section 4.12 after the obligation to make such an Asset Sale Offer has arisen, or the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control in accordance with Section 4.11 after such Change of Control has occurred, including, in each case, amending, changing or modifying any Subsidiary Guarantor definition relating thereto; (x) except as otherwise permitted by Article 5, consent to the assignment or transfer by the Company of any JV Subsidiary Guarantor to pay Additional Amountsof its rights or obligations under this Indenture; or (xvxi) amendmake any change in Section 6.02, change 6.04 or modify any provision 6.07 or in this Section 9.02. (d) An amendment, supplement or waiver under this Section will become effective on receipt by the Trustee of this Indenture or written consents from the related definition affecting the ranking Holders of the requisite percentage in principal amount of the outstanding Notes. After an amendment, supplement or waiver under this Section becomes effective, the Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any Subsidiary Guarantee defect therein, shall not, however, in any way impair or JV Subsidiary Guarantee in a manner which adversely affects affect the Holdersvalidity of any such amended or supplemental indenture or waiver.

Amendments with Consent of Holders. (a) Amendments Except as otherwise provided in Section 6.07 or paragraph (b) of the Indenturethis Section, the Intercreditor Agreement or any Security Document may be made by the Company, the Subsidiary Guarantors, Company and the Trustee may amend the Indenture and the Shared Security Agent Notes with the written consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes, and the Holders of a majority in principal amount of the outstanding Notes by written notice to the Trustee may waive future compliance by the Company, the Subsidiary Guarantors and the JV Subsidiary Guarantors Company with any provision of the Indenture or the Notes or any Security Document or Notes. (b) Notwithstanding the Intercreditor Agreement; provided, however, that no such modification, amendment or waiver mayprovisions of paragraph (a) of this Section, without the consent of each Holder affected therebyaffected, an amendment or waiver may not: (i) change the Stated Maturity of the principal of, or any installment of interest on, any Note; (ii) reduce the principal amount of, Fundamental Change Purchase Price, Redemption Price or premium, if anyOption Purchase Price with respect to, or any premium or interest payment on, any Note;, (ii) make any Note payable in currency or securities other than that stated in the Note, (iii) change the place, currency or time Stated Maturity of payment any installment of principal of, or premium, if any, or interest on, of any Note;, (iv) make any change that adversely affects the conversion rights of Holders of any Note, (v) make any change that adversely affects the Holders’ right to require the Company to purchase the Notes in accordance with the terms thereof and this Indenture, (vi) impair the right to convert or receive any principal or interest payment with respect to, a Note, or right to institute suit for the enforcement of any payment on with respect to, or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note; (v) reduce the above-stated percentage of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (vi) waive a default in the payment of principal conversion of, premium, if any, or interest on the Notes;, (vii) release make any Subsidiary Guarantor change in the percentage of the principal amount of the Notes required for amendments or JV Subsidiary Guarantor from its Subsidiary Guarantee or JV Subsidiary Guaranteewaivers, as the case may be, except as provided in this Indenture;or (viii) release make any Collateral, except as provided in change affecting the Intercreditor Agreement, the Indenture and the Security Documents;requirement under this paragraph (b). (ixc) reduce It is not necessary for Noteholders to approve the particular form of any proposed amendment, supplement or waiver, but is sufficient if their consent approves the substance thereof. (d) An amendment, supplement or waiver under this Section will become effective on receipt by the Trustee of written consents from the Holders of the requisite percentage or aggregate in principal amount of the outstanding Notes Notes. After an amendment, supplement or waiver under this Section becomes effective, the consent Company will send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will send supplemental indentures to Holders upon request. Any failure of whose Holders is necessary for waiver of compliance with certain provisions of this Indenture or for waiver of certain defaults; (x) amend, change or modify any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner that adversely affects the Holders; (xi) amend, change or modify any provision of any Security DocumentCompany to send such notice, or any provision of this Indenture or the Intercreditor Agreement relating to the Collateraldefect therein, will not, however, in a manner that adversely affects any way impair or affect the Holders, except in accordance with the other provisions validity of this Indenture; (xii) reduce the amount payable upon a Change of Control Offer any such supplemental indenture or an Offer to Purchase with the Excess Proceeds from any Asset Sale or change the time or manner by which a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale may be made or by which the Notes must be repurchased pursuant to a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale; (xiii) change the redemption date or the redemption price of the Notes from that stated in Section 3.01 or Section 3.02; (xiv) amend, change or modify the obligation of the Company, any Subsidiary Guarantor or any JV Subsidiary Guarantor to pay Additional Amounts; or (xv) amend, change or modify any provision of this Indenture or the related definition affecting the ranking of the Notes or any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner which adversely affects the Holderswaiver.

Amendments with Consent of Holders. (a) Amendments Except as otherwise provided in Sections 6.02, 6.04, and 6.07 or paragraph (b), the Company and the Trustee (and, in the case of the Collateral Agreements, the Noteholder Collateral Agent) may amend this Indenture, the Intercreditor Agreement or any Security Document may be made by Notes and/or the Company, the Subsidiary Guarantors, the Trustee and the Shared Security Agent Collateral Agreements with the written consent of the Holders of not less than a majority in aggregate principal amount of the then outstanding Notes, and the Holders of a majority in principal amount of the then outstanding Notes by written notice to the Trustee may waive future compliance by the Company, the Subsidiary Guarantors and the JV Subsidiary Guarantors Company with any provision of the Indenture or this Indenture, the Notes or any Security Document or the Intercreditor Agreement; provided, however, that no such modification, amendment or waiver mayCollateral Agreements. (b) Notwithstanding the provisions of paragraph (a), without the consent of each Holder affected thereby:affected, an amendment or waiver may not (i) reduce the principal amount of or change the Stated Maturity of the principal of, or any installment of interest on, principal of any Note;, (ii) reduce the principal amount of, rate of or premium, if any, or change the Stated Maturity of any interest on, payment on any Note;, (iii) reduce the amount payable upon the redemption of any Note or change the place, currency or time of payment any mandatory redemption or, in respect of principal ofan optional redemption, or premiumthe times at which any Note may be redeemed or, if anyonce notice of redemption has been given, or interest on, any Note;the time at which it must thereupon be redeemed, (iv) after the time an Offer to Purchase is required to have been made, reduce the purchase amount or purchase price, or extend the latest expiration date or purchase date thereunder, (v) make any Note payable in money other than that stated in the Note, (vi) impair the right of any Holder of Notes to receive any principal payment or interest payment on such Holder’s Notes, on or after the Stated Maturity thereof, or to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note; (v) reduce the above-stated percentage of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (vi) waive a default in the payment of principal of, premium, if any, or interest on the Notes;such payment, (vii) release make any Subsidiary Guarantor change in the percentage of the principal amount of the Notes required for amendments or JV Subsidiary Guarantor from its Subsidiary Guarantee or JV Subsidiary Guarantee, as the case may be, except as provided in this Indenture;waivers, (viii) release any Collateral, except as provided in the Intercreditor Agreement, the Indenture and the Security Documents; (ix) reduce the percentage modify or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with certain provisions of this Indenture or for waiver of certain defaults; (x) amend, change or modify any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner that adversely affects the Holders; (xi) amend, change or modify any provision of any Security Document, or any provision of this Indenture or the Intercreditor Agreement relating to the Collateral, in a manner that adversely affects the Holders, except in accordance with the other provisions of this Indenture; (xii) reduce the amount payable upon a Change of Control Offer or an Offer to Purchase with the Excess Proceeds from any Asset Sale or change the time or manner by which a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale may be made or by which the Notes must be repurchased pursuant to a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale; (xiii) change the redemption date or the redemption price of the Notes from that stated in Section 3.01 or Section 3.02; (xiv) amend, change or modify the obligation of the Company, any Subsidiary Guarantor or any JV Subsidiary Guarantor to pay Additional Amounts; or (xv) amend, change or modify any provision of this Indenture or the related definition affecting the ranking of the Notes or any Subsidiary Guarantee or JV Subsidiary Guarantee Note Guaranty in a manner which adverse to the Holders of the Notes, or (ix) except as provided in Article 10 make any change in any Note Guaranty that would adversely affects affect the HoldersNoteholders; provided that Liens created by the Collateral Agreements on all or substantially all of the Collateral (other than in accordance with the terms of the Intercreditor Agreement, the Collateral Agreements and this Indenture) may be released with the consent of Holders holding not less than 75% in aggregate principal amount of the then outstanding Notes. It is not necessary for Noteholders to approve the particular form of any proposed amendment, supplement or waiver, but is sufficient if their consent approves the substance thereof. (c) An amendment, supplement or waiver under this Section becomes effective on receipt by the Trustee of written consents from the Holders of the requisite percentage in principal amount of the outstanding Notes. After an amendment, supplement or waiver under this Section becomes effective, the Company will send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will send supplemental indentures to Holders upon request. Any failure of the Company to send such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

Amendments with Consent of Holders. (a) Amendments of the IndentureExcept as otherwise provided in Sections 6.02, the Intercreditor Agreement 6.04 and 6.07 or any Security Document may be made by Section 9.02(b), the Company, the Subsidiary Guarantors, Holdings and the Trustee may amend the Indenture and the Shared Security Agent Notes with the written consent of the Holders of not less than at least a majority in aggregate principal amount of the outstanding Notes, and the Holders of at least a majority in principal amount of the outstanding Notes by written notice to the Trustee may waive future compliance by the Company, the Subsidiary Guarantors and the JV Subsidiary Guarantors Company with any provision of the Indenture or the Notes or any Security Document or Notes. (b) Notwithstanding the Intercreditor Agreement; provided, however, that no such modification, amendment or waiver mayprovisions of paragraph (a), without the consent of each Holder affected thereby:affected, an amendment or waiver may not (i1) change the Stated Maturity of the principal of, or any installment of interest on, any Note; (ii2) reduce the principal amount of, or premium, if any, or interest on, any Note; (iii3) change the place, currency or time place of payment of principal of, or premium, if any, or interest on, any Note; (iv4) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption dateRedemption Date) of any Note; (v5) reduce the above-stated percentage percentages of outstanding Notes the consent of whose Holders is necessary to modify or amend this the Indenture; (vi6) waive a default in the payment of principal of, premium, if any, of or interest on the Notes; (vii7) voluntarily release any Subsidiary a Guarantor or JV Subsidiary Guarantor from its Subsidiary Guarantee or JV Subsidiary Guarantee, as of the case may be, except as provided Notes other than in this accordance with the Indenture; (viii) release any Collateral, except as provided in 8) after the Intercreditor Agreement, time an Offer to Purchase is required to have been made under Section 4.14 or Section 4.15 reduce the Indenture and purchase amount or price or extend the Security Documents;latest expiration date or purchase date thereunder; or (ix9) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with certain provisions of this the Indenture or for waiver of certain defaults;. (xc) amendIt is not necessary for Noteholders to approve the particular form of any proposed amendment, change supplement or modify any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner that adversely affects waiver, but is sufficient if their consent approves the Holders;substance thereof. (xid) amendAn amendment, change supplement or modify any provision waiver under this Section 9.02 will become effective on receipt by the Trustee of any Security Documentwritten consents from the Holders of the requisite percentage in principal amount of the outstanding Notes. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will send supplemental indentures to Holders upon request. Any failure of the Company to send such notice, or any provision of this Indenture or the Intercreditor Agreement relating to the Collateraldefect therein, will not, however, in a manner that adversely affects any way impair or affect the Holders, except in accordance with the other provisions validity of this Indenture; (xii) reduce the amount payable upon a Change of Control Offer any such supplemental indenture or an Offer to Purchase with the Excess Proceeds from any Asset Sale or change the time or manner by which a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale may be made or by which the Notes must be repurchased pursuant to a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale; (xiii) change the redemption date or the redemption price of the Notes from that stated in Section 3.01 or Section 3.02; (xiv) amend, change or modify the obligation of the Company, any Subsidiary Guarantor or any JV Subsidiary Guarantor to pay Additional Amounts; or (xv) amend, change or modify any provision of this Indenture or the related definition affecting the ranking of the Notes or any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner which adversely affects the Holderswaiver.

Amendments with Consent of Holders. (a) Amendments of the IndentureExcept as provided below in this Section 9.02, the Intercreditor Agreement or any Security Document Indenture Documents may be made by the Company, the Subsidiary Guarantors, the Trustee and the Shared Security Agent amended or supplemented with the consent of the Holders of not less than at least a majority in aggregate principal amount of the Notes then outstanding voting as a single class (including, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and the Holders any existing Default, Event of a majority in principal amount of the outstanding Notes may waive future Default or compliance by the Company, the Subsidiary Guarantors and the JV Subsidiary Guarantors with any provision of the Indenture Documents may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for the Notes). Upon the request of the Issuers accompanied by a resolution of their Boards of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuers and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. After an amendment, supplement or waiver under this Section becomes effective, the Issuers shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to mail such notice, or any Security Document or the Intercreditor Agreement; provideddefect therein, shall not, however, that no in any way impair or affect the validity of any such modificationamended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, amendment the Holders of at least a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Issuers with any provision of this Indenture or waiver maythe Notes. However, without the consent of each Holder affected thereby:affected, an amendment or waiver may not (with respect to any Notes held by a non-consenting Holder): (i) change the Stated Maturity of the principal of, or any installment of interest on, any Note; (iia) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of, or premium, if any, or interest onchange the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes (except as provided in Sections 4.11, 4.12 and 4.13 of this Indenture); (c) reduce the rate of or change the time for payment of interest, including default interest, or Additional Interest, if any, on any Note; (iii) change the place, currency or time of payment of principal of, or premium, if any, or interest on, any Note; (iv) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note; (v) reduce the above-stated percentage of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (vid) waive a default Default in the payment of principal of, premium, if any, interest or Additional 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 then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (e) make any Note payable in money other than that stated in the Notes; (f) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal, premium, if any, interest or Additional Interest, if any, on the Notes; (viig) release any Subsidiary Guarantor or JV Subsidiary Guarantor from any of its Subsidiary obligations under its Notes Guarantee or JV Subsidiary Guarantee, as the case may be, except as provided in this Indenture; (viii) release any Collateral, except as provided in the Intercreditor Agreement, the Indenture and the Security Documents; (ix) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with certain provisions of this Indenture or for waiver of certain defaults; (x) amend, change or modify any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner that adversely affects the Holders; (xi) amend, change or modify any provision of any Security Document, or any provision of this Indenture or the Intercreditor Agreement relating to the Collateral, in a manner that adversely affects the Holders, except in accordance with the other provisions terms of this Indenture;; and (xiih) reduce make any change to Section 10.01 or Section 10.02 hereof. No amendment, supplement or waiver of any Indenture Document, shall, without the amount payable upon a Change consent of Control Offer or an Offer to Purchase with the Excess Proceeds from any Asset Sale or change the time or manner by which a Change Holders of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale may be made or by which the Notes must be repurchased pursuant to a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale; (xiii) change the redemption date or the redemption price 66- 2/3% of the Notes from that stated in Section 3.01 or Section 3.02; (xiv) amend, change or modify the obligation aggregate principal amount of the Companyoutstanding Notes, any Subsidiary Guarantor release all or any JV Subsidiary Guarantor to pay Additional Amounts; or (xv) amend, change or modify any provision of this Indenture or the related definition affecting the ranking substantially all of the Notes Collateral or all or substantially all of the Guarantors. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any Subsidiary Guarantee proposed amendment or JV Subsidiary Guarantee in a manner which adversely affects waiver, but it shall be sufficient if such consent approves the Holderssubstance thereof.

Amendments with Consent of Holders. With respect to the Notes, the following provisions shall replace in their entirety the provisions set forth in Section 902 of the Base Indenture. (a) Amendments Except as otherwise provided in Sections 508 and 513 of the IndentureBase Indenture hereof and in paragraph (b) below, the Intercreditor Agreement or any Security Document may be made by the Company, the Subsidiary Guarantors, Company and the Trustee and may amend the Shared Security Agent Indenture or the Notes with the written consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes, and the Holders of a majority in principal amount of the outstanding Notes by written notice to the Trustee may waive future compliance by the Company, the Subsidiary Guarantors and the JV Subsidiary Guarantors Company with any provision of the Indenture or the Notes or any Security Document or Notes. (b) Notwithstanding the Intercreditor Agreement; provided, however, that no such modification, amendment or waiver mayprovisions of clause (a) above, without the consent of each Holder affected therebyaffected, no such modification shall: (i) change the Stated Maturity of the principal ofprincipal, or any installment of interest onprincipal or interest, of any NoteNote or change the redemption price; (ii) reduce the principal amount of, of or premium, if any, the rate of interest on or interest on, any premium payable on redemption of any Note; (iii) modify the manner of determination of the rate of interest so as to affect adversely the interest of a Holder or reduce the amount of the principal due and payable upon acceleration; (iv) change the place, place or currency or time of payment of principal of, or premium, if any, of or interest on, on any Note; (ivv) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of with respect to any Note; (v) reduce the above-stated percentage of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture;; or (vi) waive a default in modify the payment provisions relating to modification or amendment of principal of, premium, if anythe Indenture, or interest on the Notes; (vii) release any Subsidiary Guarantor or JV Subsidiary Guarantor from its Subsidiary Guarantee or JV Subsidiary Guarantee, as the case may be, except as provided in this Indenture; (viii) release any Collateral, except as provided in the Intercreditor Agreement, the Indenture and the Security Documents; (ix) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for to waiver of compliance with or defaults of certain restrictive provisions of this the Indenture, except to increase the percentage in principal amount of Notes required, or to provide that certain other provisions of the Base Indenture cannot be modified or for waiver amended without the consent of certain defaults;the Holder of each note affected thereby. (xc) amendIt is not necessary for Holders to approve the particular form of any proposed amendment, change supplement or modify any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner that adversely affects waiver, but is sufficient if their consent approves the Holders;substance thereof. (xid) amendAfter an amendment, change supplement or modify any provision waiver under this Section becomes effective, the Company will send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will send supplemental indentures to Holders upon request. Any failure of any Security Documentthe Company to send such notice, or any provision of this Indenture or the Intercreditor Agreement relating to the Collateraldefect therein, will not, however, in a manner that adversely affects any way impair or affect the Holders, except in accordance with the other provisions validity of this Indenture; (xii) reduce the amount payable upon a Change of Control Offer such supplemental indenture or an Offer to Purchase with the Excess Proceeds from any Asset Sale or change the time or manner by which a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale may be made or by which the Notes must be repurchased pursuant to a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale; (xiii) change the redemption date or the redemption price of the Notes from that stated in Section 3.01 or Section 3.02; (xiv) amend, change or modify the obligation of the Company, any Subsidiary Guarantor or any JV Subsidiary Guarantor to pay Additional Amounts; or (xv) amend, change or modify any provision of this Indenture or the related definition affecting the ranking of the Notes or any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner which adversely affects the Holderswaiver.

Amendments with Consent of Holders. (a) Amendments of the IndentureExcept as otherwise provided in Section 6.07 or paragraph (b), the Intercreditor Agreement or any Security Document may be made by the Company, the Subsidiary Guarantors, Company and the Trustee may amend the Indenture and the Shared Security Agent Notes with the written consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes, and the Holders of a majority in principal amount of the outstanding Notes by written notice to the Trustee may waive future compliance by the Company, the Subsidiary Guarantors and the JV Subsidiary Guarantors Company with any provision of the Indenture or the Notes or any Security Document or Notes. (b) Notwithstanding the Intercreditor Agreement; provided, however, that no such modification, amendment or waiver mayprovisions of paragraph (a), without the consent of each Holder affected thereby:affected, an amendment or waiver may not (i) change the Stated Maturity of the principal of, or any installment of interest on, any Note; (ii) reduce the principal amount of, Fundamental Change Purchase Price or premium, if anyMandatory Repurchase Price with respect to, or any premium or interest payment on, any Note;, (ii) make any Note payable in currency or securities other than that stated in the Note, (iii) change the place, currency or time Stated Maturities of payment any installment of principal of, or premium, if any, or interest on, of any Note;, (iv) make any change that adversely affects the Holders’ right to convert any Note, (v) make any change that adversely affects the Holders’ right to require the Company to purchase the Notes in accordance with the terms thereof and this Indenture, (vi) impair the right to convert or receive any principal or interest payment with respect to, a Note, or right to institute suit for the enforcement of any payment on with respect to, or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note; (v) reduce the above-stated percentage of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (vi) waive a default in the payment of principal conversion of, premium, if any, or interest on the Notes;, or (vii) release make any Subsidiary Guarantor or JV Subsidiary Guarantor from its Subsidiary Guarantee or JV Subsidiary Guarantee, as the case may be, except as provided in this Indenture; (viii) release any Collateral, except as provided change in the Intercreditor Agreement, percentage of the Indenture and the Security Documents; (ix) reduce the percentage or aggregate principal amount of outstanding the Notes the consent of whose Holders required for amendments or waivers. (c) It is not necessary for waiver Noteholders to approve the particular form of compliance with certain provisions of this Indenture any proposed amendment, supplement or for waiver of certain defaults;waiver, but is sufficient if their consent approves the substance thereof. (xd) amendAn amendment, change supplement or modify any Subsidiary Guarantee waiver under this Section will become effective on receipt by the Trustee of written consents from the Holders of the requisite percentage in principal amount of the outstanding Notes. After an amendment, supplement or JV Subsidiary Guarantee in waiver under this Section becomes effective, the Company will send to the Holders affected thereby a manner that adversely affects notice briefly describing the Holders; (xi) amendamendment, change supplement or modify any provision waiver. The Company will send supplemental indentures to Holders upon request. Any failure of any Security Documentthe Company to send such notice, or any provision defect therein, will not, however, in any way impair or affect the validity of this Indenture any such supplemental indenture or the Intercreditor Agreement relating waiver. (e) With respect to the Collateralamendments set forth in Section 9.01 and this Section 9.02, in a manner that adversely affects no such amendment to cure any ambiguity, defect or inconsistency made solely to conform the Holders, except in accordance with Indenture to the other provisions of this Indenture; (xii) reduce the amount payable upon a Change of Control Offer or an Offer to Purchase with the Excess Proceeds from any Asset Sale or change the time or manner by which a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale may be made or by which the Notes must be repurchased pursuant to a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale; (xiii) change the redemption date or the redemption price description of the Notes from that stated as set forth in Section 3.01 or Section 3.02; (xiv) amend, change or modify any final offering memorandum will be deemed to adversely affect the obligation interests of the Company, any Subsidiary Guarantor or any JV Subsidiary Guarantor to pay Additional Amounts; or (xv) amend, change or modify any provision of this Indenture or the related definition affecting the ranking of the Notes or any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner which adversely affects the HoldersNoteholders.

Amendments with Consent of Holders. (a) Amendments Except as otherwise provided in Section 6.05, Section 9.01 or paragraph (b) of the Indenturethis Section 9.02, the Intercreditor Agreement or any Security Document may be made by the Company, the Subsidiary Guarantors, Company and the Trustee may amend this Indenture and the Shared Security Agent Securities with the consent of the Holders of not less than at least a majority in principal amount of the Securities then outstanding (Class A Securities and Class B Securities voting as a single class), including without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities, and, except as otherwise provided in Section 6.05, Section 9.01 or paragraph (b), any past default or compliance with any provisions may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the Securities then outstanding Notes(Class A Securities and Class B Securities voting as a single class), and including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities. (b) Notwithstanding the Holders provisions of a majority in principal amount of the outstanding Notes may waive future compliance by the Company, the Subsidiary Guarantors and the JV Subsidiary Guarantors with any provision of the Indenture or the Notes or any Security Document or the Intercreditor Agreement; provided, however, that no such modification, amendment or waiver mayparagraph (a), without the consent of each Holder affected therebyaffected, an amendment or waiver may not: (i) change the Stated Maturity of the principal of, or of any installment of interest on, any NoteSecurity; (ii) reduce the principal amount of, or premium, if any, or interest on, on any NoteSecurity; (iii) change the place, place or currency or time of payment of principal of, or premium, if any, or interest on, on any NoteSecurity; (iv) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any NoteSecurity; (v) waive a default in the payment of principal of, or premium, if any, on the Securities or modify any provision of this Indenture relating to modification or amendment thereof; (vi) reduce the above-stated percentage of Securities then outstanding Notes of such series, the consent of whose Holders is necessary to modify or amend this the applicable Indenture; (vi) waive a default in the payment of principal of, premium, if any, or interest on the Notes; (vii) release any Subsidiary Guarantor or JV Subsidiary Guarantor from its Subsidiary Guarantee or JV Subsidiary Security Guarantee, as the case may be, except as provided in this Indenture; (viii) release any Collateral, except as provided in the Intercreditor Agreement, the Indenture and the Security Documents; (ix) reduce the percentage or aggregate principal amount of Securities then outstanding Notes the consent of whose Holders is necessary for waiver of compliance with certain provisions of this Indenture or for waiver of certain defaults; (xix) amend, make any change or modify any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner that adversely affects the Holdersright of any Holder to convert the Securities into shares of Common Stock or reduce the number of shares of Common Stock receivable upon conversion pursuant to the terms of this Indenture as in effect on the Closing Date; (x) reduce the Fundamental Change Repurchase Price of any Security or modify in any manner adverse to the Holders of the Securities the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise; (xi) amend, change or adversely affect the ranking of the Securities as the Company’s senior unsecured indebtedness; or (xii) modify any provision of any Security Document, the provisions of this Section or any provision reduce the percentage or aggregate principal amount of Securities then outstanding the consent of whose Holders is necessary for waiver of compliance with certain provisions of this Indenture or for waiver of certain defaults. (c) It is not necessary for Holders to approve the Intercreditor Agreement relating particular form of any proposed amendment, supplement or waiver, but is sufficient if their consent approves the substance thereof. (d) An amendment, supplement or waiver under this Section will become effective on receipt by the Trustee of written consents from the Holders of the requisite percentage in principal amount of the Securities then outstanding. After an amendment, supplement or waiver under this Section becomes effective, the Company will send to the CollateralHolders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will send supplemental indentures to Holders upon request. Any failure of the Company to send such notice, or any defect therein, will not, however, in a manner that adversely affects any way impair or affect the Holders, except in accordance with the other provisions validity of this Indenture; (xii) reduce the amount payable upon a Change of Control Offer any such supplemental indenture or an Offer to Purchase with the Excess Proceeds from any Asset Sale or change the time or manner by which a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale may be made or by which the Notes must be repurchased pursuant to a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale; (xiii) change the redemption date or the redemption price of the Notes from that stated in Section 3.01 or Section 3.02; (xiv) amend, change or modify the obligation of the Company, any Subsidiary Guarantor or any JV Subsidiary Guarantor to pay Additional Amounts; or (xv) amend, change or modify any provision of this Indenture or the related definition affecting the ranking of the Notes or any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner which adversely affects the Holderswaiver.

Amendments with Consent of Holders. (a) Amendments of the Indenture, the Intercreditor Agreement or any Security Document may be made by the The Company, the Subsidiary Guarantors, the Trustee Guarantors and the Shared Security Agent Trustee, with the consent of the Holders of not less than a majority in aggregate principal amount of Notes affected, may add any provisions to, or change in any manner or eliminate any of the outstanding Notesprovisions of, and this Indenture or modify in any manner the rights of the Holders of a majority in principal amount of the outstanding Notes may waive future compliance by the Companyso affected. However, the Subsidiary Guarantors and the JV Subsidiary Guarantors with any provision of the Indenture or the Notes or any Security Document or the Intercreditor Agreement; provided, however, that no such modification, amendment or waiver mayCompany may not, without the consent of each Holder affected therebyof Notes so affected: (i) change extend the Stated Maturity final maturity of the principal of, or any installment of interest on, any NoteNotes; (ii) reduce the principal amount of, (or premium, if any, or interest on, any Note) of the Notes; (iii) change reduce the place, currency rate or extend the time of payment of principal of, or premium, if any, or interest on, any Note; (iv) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note; (v) reduce the above-stated percentage of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (vi) waive a default in the payment of principal of, premium, if any, or interest on the Notes; (viiiv) release reduce any Subsidiary Guarantor amount payable on redemption of the Notes or JV Subsidiary Guarantor from its Subsidiary Guarantee or JV Subsidiary Guarantee, as change the case time (other than with respect to timing of notices of redemption) at which such Notes may be, except as provided be redeemed in accordance with this Indenture; (v) impair the right of any Holder of such series of Notes to institute suit for the payment of such series of Notes; (vi) reduce the percentage in principal amount of Notes the consent of the Holders of which is required for any such modification; (vii) make the Notes payable in currency other than that stated in the Notes; (viii) release make any Collateral, except as provided changes in the Intercreditor Agreement, ranking or priority of the Indenture and Notes that would adversely affect the Security DocumentsHolders of the Notes; (ix) reduce make any change to the percentage or aggregate principal amount guarantees made by any Guarantors that would adversely affect the rights of outstanding Notes Holders of the consent of whose Holders is necessary for waiver of compliance with certain provisions of this Indenture or for waiver of certain defaults;Notes; or (x) amend, change amend the above items or modify any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner that adversely affects applicable sections of this Indenture providing certain rights to the majority of Holders;. (xib) amendThe Holders of at least a majority in principal amount then outstanding, change may (i) amend the definition of Change of Control and (ii) waive compliance by the Company and the Guarantors with any covenant set forth in Article 4 other than Section 4.10. (c) An amendment, supplement or modify any provision waiver under this Section will become effective on receipt by the Trustee of any Security Documentwritten consents from the Holders of the requisite percentage in principal amount of the outstanding Notes. After an amendment, supplement or waiver under this Section becomes effective, the Company will send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will send supplemental indentures to Holders upon request. Any failure of the Company to send such notice, or any provision of this Indenture or the Intercreditor Agreement relating to the Collateraldefect therein, will not, however, in a manner that adversely affects any way impair or affect the Holders, except in accordance with the other provisions validity of this Indenture; (xii) reduce the amount payable upon a Change of Control Offer any such supplemental indenture or an Offer to Purchase with the Excess Proceeds from any Asset Sale or change the time or manner by which a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale may be made or by which the Notes must be repurchased pursuant to a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale; (xiii) change the redemption date or the redemption price of the Notes from that stated in Section 3.01 or Section 3.02; (xiv) amend, change or modify the obligation of the Company, any Subsidiary Guarantor or any JV Subsidiary Guarantor to pay Additional Amounts; or (xv) amend, change or modify any provision of this Indenture or the related definition affecting the ranking of the Notes or any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner which adversely affects the Holderswaiver.

Amendments with Consent of Holders. (a) Amendments of the IndentureExcept as otherwise provided in Section 6.07 or paragraph (b), the Intercreditor Agreement or any Security Document may be made by the Company, the Subsidiary Guarantors, Company and the Trustee may amend this Indenture and the Shared Security Agent Notes with the written consent of the Holders of not less than at least a majority in aggregate principal amount of the outstanding Notes, and the Holders of a majority in principal amount of the outstanding Notes may waive future compliance by written notice to the CompanyTrustee may, the Subsidiary Guarantors and the JV Subsidiary Guarantors with any provision on behalf of the Holders of such Notes waive any existing or past default under this Indenture and its consequences, except an uncured default (i) in the payment of the principal amount, or accrued and unpaid interest, with respect to any Note, (ii) the Repurchase Price with respect to any Note (ii) in the payment or delivery of the consideration due upon conversion of the Notes or (iii) in respect of any Security Document provision that under this Indenture cannot be modified or amended without the Intercreditor Agreement; provided, however, that no such modification, amendment or waiver mayconsent of the Holder of each outstanding Note affected. (b) Notwithstanding the provisions of paragraph (a), without the consent of each Holder affected therebyaffected, an amendment or waiver may not: (i) change the Stated Maturity of the principal of, or any installment of interest on, any Note; (ii) reduce the principal amount of, or premium, if anyinterest payment on any Note, or interest on, reduce the Repurchase Price on any Note; (ii) make any Note payable in any currency or securities other than that stated in the Note; (iii) change the place, currency or time Maturity Date of payment of principal of, or premium, if any, or interest on, any Note; (iv) change the ranking of the Notes; (v) make any change that adversely affects the right of a Holder to convert any Note; (vi) make any change that adversely affects the right of a Holder to require the Company to repurchase a Note upon the occurrence of a Change in Control; (vii) impair the right to convert or receive payment with respect to the Notes or the right to institute suit for the enforcement of any payment on with respect to, or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note; (v) reduce the above-stated percentage of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (vi) waive a default in the payment of principal conversion of, premium, if any, or interest on the Notes; (vii) release any Subsidiary Guarantor or JV Subsidiary Guarantor from its Subsidiary Guarantee or JV Subsidiary Guarantee, as the case may be, except as provided in this Indenture;; or (viii) release any Collateral, except as provided change the provisions in the Intercreditor Agreement, the Indenture and the Security Documents; (ix) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with certain provisions of this Indenture that relate to modifying or for waiver of certain defaults; (x) amend, change or modify any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner that adversely affects amending the Holders; (xi) amend, change or modify any provision of any Security Document, or any provision of this Indenture or the Intercreditor Agreement relating to the Collateral, in a manner that adversely affects the Holders, except in accordance with the other provisions of this Indenture;. (xiic) reduce It is not necessary for Noteholders to approve the amount payable upon a Change particular form of Control Offer any proposed amendment, supplement or an Offer to Purchase with waiver, but is sufficient if their consent approves the Excess Proceeds from any Asset Sale or change the time or manner by which a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale may be made or by which the Notes must be repurchased pursuant to a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale;substance thereof. (xiiid) change An amendment, supplement or waiver under this Section will become effective on receipt by the redemption date or Trustee of written consents from the redemption price Holders of the Notes from that stated requisite percentage in Section 3.01 or Section 3.02; (xiv) amend, change or modify the obligation principal amount of the Companyoutstanding Notes. After an amendment, any Subsidiary Guarantor supplement or waiver under this Section becomes effective, the Company will send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will send supplemental indentures to Holders upon request. Any failure of the Company to send such notice, or any JV Subsidiary Guarantor to pay Additional Amounts; or (xv) amenddefect therein, change will not, however, in any way impair or modify affect the validity of any provision of this Indenture such supplemental indenture or the related definition affecting the ranking of the Notes or any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner which adversely affects the Holderswaiver.

Amendments with Consent of Holders. (a) Amendments of the IndentureExcept as otherwise provided in Sections 5.01, the Intercreditor Agreement 5.03 and 5.06 or any Security Document may be made by paragraph (b), the Company, the Subsidiary GuarantorsIssuer, the Trustee Guarantors and the Shared Security Agent Trustee may amend or supplement the Indenture and the Notes with the written consent of the Holders of not less than a majority in aggregate principal amount of the outstanding NotesNotes (which may include consents obtained in connection with a tender offer or exchange offer), and the Holders of a majority in principal amount of the outstanding Notes by written notice to the Trustee may waive future compliance by the Company, the Subsidiary Guarantors Issuer and the JV Subsidiary Guarantors with any provision of the Indenture or the Notes (which may include waivers obtained in connection with a tender offer or any Security Document or exchange offer). (b) Notwithstanding the Intercreditor Agreement; provided, however, that no such modification, amendment or waiver mayprovisions of paragraph (a), without the consent of each Holder affected thereby:affected, an amendment or waiver may not (i) change reduce the Stated Maturity amount of the principal ofNotes whose Holders must consent to an amendment, supplement or any installment of interest on, any Note;waiver, (ii) reduce the principal amount ofrate of or change the time for payment of any interest, or premiumincluding default interest, if any, or interest on, on any Note;, (iii) reduce principal of or change the place, currency fixed maturity of any Note or time of payment of principal of, alter the provisions (including related definitions) with respect to redemptions described under Section 3.01 or premium, if any, or interest on, any Note;with respect to mandatory offers to repurchase Notes described under Section 4.10 and 4.12, (iv) impair the right to institute suit for the enforcement of make any payment on or after the Stated Maturity (or, Note payable in money other than that stated in the case of a redemption, on or after the redemption date) of any Note;, (v) reduce modify the above-stated percentage ranking or priority of outstanding the Notes the consent of whose Holders is necessary to modify or amend this Indenture;any Guarantee, (vi) waive a default make any change in the payment of principal of, premium, if any, Section 5.03 or interest on the Notes;5.06, (vii) release any Subsidiary Guarantor or JV Subsidiary Guarantor from any of its Subsidiary obligations under its Guarantee or JV Subsidiary Guaranteethe Indenture otherwise than in accordance with the Indenture, as the case may be, except as provided in this Indenture;or (viii) release any Collateral, except as provided waive a continuing Default or Event of Default in the Intercreditor Agreement, payment of principal of or interest or Additional Interest on the Indenture and the Security Documents;Notes. (ixc) reduce It is not necessary for Holders to approve the particular form of any proposed amendment, supplement or waiver, but is sufficient if their consent approves the substance thereof. (d) An amendment, supplement or waiver under this Section will become effective on receipt by the Trustee of written consents from the Holders of the requisite percentage or aggregate in principal amount of the outstanding Notes Notes. After an amendment, supplement or waiver under this Section becomes effective, the consent Issuer will send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Issuer will send supplemental indentures to Holders upon request. Any failure of whose Holders is necessary for waiver of compliance with certain provisions of this Indenture or for waiver of certain defaults; (x) amend, change or modify any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner that adversely affects the Holders; (xi) amend, change or modify any provision of any Security DocumentIssuer to send such notice, or any provision of this Indenture or the Intercreditor Agreement relating to the Collateraldefect therein, will not, however, in a manner that adversely affects any way impair or affect the Holders, except in accordance with the other provisions validity of this Indenture; (xii) reduce the amount payable upon a Change of Control Offer any such supplemental indenture or an Offer to Purchase with the Excess Proceeds from any Asset Sale or change the time or manner by which a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale may be made or by which the Notes must be repurchased pursuant to a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale; (xiii) change the redemption date or the redemption price of the Notes from that stated in Section 3.01 or Section 3.02; (xiv) amend, change or modify the obligation of the Company, any Subsidiary Guarantor or any JV Subsidiary Guarantor to pay Additional Amounts; or (xv) amend, change or modify any provision of this Indenture or the related definition affecting the ranking of the Notes or any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner which adversely affects the Holderswaiver.

Amendments with Consent of Holders. (a) Amendments Except as otherwise provided in Sections 5.01, 5.03 and 5.06 or Section 9.02(b) of the Indenturethis Section, the Intercreditor Agreement or any Security Document may be made by the Company, the Subsidiary GuarantorsIssuer, the Guarantors and the Trustee and (with respect to the Shared Security Documents) the Collateral Agent may amend or supplement this Indenture, the Notes, the Guarantees and the Security Documents with the consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes (which may include written consents obtained in connection with a tender offer or exchange offer for Notes), and the Holders of a majority in principal amount of the outstanding Notes by written notice to the Trustee may waive future compliance by the Company, the Subsidiary Guarantors Issuer and the JV Subsidiary Guarantors with any provision of this Indenture, the Indenture Notes, the Guarantees or the Notes Security Documents (which may include waivers obtained in connection with a tender offer or any Security Document or exchange offer for Notes). (b) Notwithstanding the Intercreditor Agreement; provided, however, that no such modification, amendment or waiver mayprovisions of paragraph (a) of this Section, without the consent of each Holder affected therebyaffected, an amendment or waiver may not: (i) change reduce the Stated Maturity amount of the principal ofNotes whose Holders must consent to an amendment, supplement or any installment of interest on, any Note;waiver, (ii) reduce the principal amount rate of, or premium, if any, or interest onextend the time for payment of, any interest, including default interest, on any Note;, (iii) change the place, currency or time of payment of reduce principal of, or premium, if any, or interest onchange the fixed maturity of, any Note;Note or alter the provisions (including related definitions) with respect to redemptions described under Article 3 or with respect to mandatory offers to repurchase Notes described under Section 4.10 and Section 4.12, (iv) impair the right to institute suit for the enforcement of make any payment on or after the Stated Maturity (or, Note payable in money other than that stated in the case of a redemption, on or after the redemption date) of any Note;, (v) reduce modify the above-stated percentage ranking or priority of outstanding the Notes the consent of whose Holders is necessary to modify or amend this Indenture;any Guarantee, (vi) make any change in Sections 5.03 or 5.04, (vii) release any Guarantor from any of its obligations under its Guarantee or this Indenture otherwise than in accordance with this Indenture, 100 (viii) waive a default continuing Default or Event of Default in the payment of principal of, premium, if any, or interest or Additional Interest, if any, on the Notes; (vii) release any Subsidiary Guarantor or JV Subsidiary Guarantor from its Subsidiary Guarantee or JV Subsidiary Guarantee, as the case may be, except as provided in this Indenture; (viii) release any Collateral, except as provided in the Intercreditor Agreement, the Indenture and the Security Documents;or (ix) reduce effect a release of all or substantially all of the Collateral other than pursuant to the terms of the Security Documents or as otherwise permitted under this Indenture. (c) It is not necessary for Holders to approve the particular form of any proposed amendment, supplement or waiver, but is sufficient if their consent approves the substance thereof. (d) An amendment, supplement or waiver under this Section shall become effective on receipt by the Trustee of written consents from the Holders of the requisite percentage or aggregate in principal amount of the outstanding Notes Notes. After an amendment, supplement or waiver under this Section becomes effective, the consent Issuer (or the Trustee at the request and expense of whose the Issuer) will send to the Holders is necessary for waiver affected thereby a notice briefly describing the amendment, supplement or waiver. The Issuer will send supplemental indentures to Holders upon request. Any failure of compliance with certain provisions of this Indenture or for waiver of certain defaults; (x) amend, change or modify any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner that adversely affects the Holders; (xi) amend, change or modify any provision of any Security DocumentIssuer to send such notice, or any provision of this Indenture or the Intercreditor Agreement relating to the Collateraldefect therein, will not, however, in a manner that adversely affects any way impair or affect the Holdersvalidity of any such supplemental indenture, except in accordance with the other provisions of this Indenture; (xii) reduce the amount payable upon a Change of Control Offer amendment or an Offer to Purchase with the Excess Proceeds from any Asset Sale or change the time or manner by which a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale may be made or by which the Notes must be repurchased pursuant to a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale; (xiii) change the redemption date or the redemption price of the Notes from that stated in Section 3.01 or Section 3.02; (xiv) amend, change or modify the obligation of the Company, any Subsidiary Guarantor or any JV Subsidiary Guarantor to pay Additional Amounts; or (xv) amend, change or modify any provision of this Indenture or the related definition affecting the ranking of the Notes or any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner which adversely affects the Holderswaiver.

Amendments with Consent of Holders. (a) Amendments Except as otherwise provided in Sections 6.02, 6.04, and 6.07 or paragraph (b), the Company and the Trustee (and, in the case of the Collateral Agreements, the Noteholder Collateral Agent) may amend this Indenture, the Intercreditor Agreement or any Security Document may be made by Notes and/or the Company, the Subsidiary Guarantors, the Trustee and the Shared Security Agent Collateral Agreements with the written consent of the Holders of not less than a majority in aggregate principal amount of the then outstanding Notes, and the Holders of a majority in principal amount of the then outstanding Notes by written notice to the Trustee may waive future compliance by the Company, the Subsidiary Guarantors and the JV Subsidiary Guarantors Company with any provision of the Indenture or this Indenture, the Notes or any Security Document or the Intercreditor Agreement; provided, however, that no such modification, amendment or waiver mayCollateral Agreements. (b) Notwithstanding the provisions of paragraph (a), without the consent of each Holder affected thereby:affected, an amendment or waiver may not (i) reduce the principal amount of or change the Stated Maturity of the principal of, or any installment of interest on, principal of any Note;, (ii) reduce the principal amount of, rate of or premium, if any, or change the Stated Maturity of any interest on, payment on any Note;, (iii) reduce the amount payable upon the redemption of any Note or change the place, currency or time of payment any mandatory redemption or, in respect of principal ofan optional redemption, or premiumthe times at which any Note may be redeemed or, if anyonce notice of redemption has been given, or interest on, any Note;the time at which it must thereupon be redeemed, (iv) after the time an Offer to Purchase is required to have been made, reduce the purchase amount or purchase price, or extend the latest expiration date or purchase date thereunder, (v) make any Note payable in money other than that stated in the Note, (vi) impair the right of any Holder of Notes to receive any principal payment or interest payment on such Holder's Notes, on or after the Stated Maturity thereof, or to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note; (v) reduce the above-stated percentage of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (vi) waive a default in the payment of principal of, premium, if any, or interest on the Notes;such payment, (vii) release make any Subsidiary Guarantor change in the percentage of the principal amount of the Notes required for amendments or JV Subsidiary Guarantor from its Subsidiary Guarantee or JV Subsidiary Guarantee, as the case may be, except as provided in this Indenture;waivers, (viii) release any Collateral, except as provided in the Intercreditor Agreement, the Indenture and the Security Documents; (ix) reduce the percentage modify or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with certain provisions of this Indenture or for waiver of certain defaults; (x) amend, change or modify any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner that adversely affects the Holders; (xi) amend, change or modify any provision of any Security Document, or any provision of this Indenture or the Intercreditor Agreement relating to the Collateral, in a manner that adversely affects the Holders, except in accordance with the other provisions of this Indenture; (xii) reduce the amount payable upon a Change of Control Offer or an Offer to Purchase with the Excess Proceeds from any Asset Sale or change the time or manner by which a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale may be made or by which the Notes must be repurchased pursuant to a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale; (xiii) change the redemption date or the redemption price of the Notes from that stated in Section 3.01 or Section 3.02; (xiv) amend, change or modify the obligation of the Company, any Subsidiary Guarantor or any JV Subsidiary Guarantor to pay Additional Amounts; or (xv) amend, change or modify any provision of this Indenture or the related definition affecting the ranking of the Notes or any Subsidiary Guarantee or JV Subsidiary Note Guarantee in a manner which adverse to the Holders of the Notes, or (ix) except as provided in Article 10, make any change in any Note Guarantee that would adversely affects affect the HoldersNoteholders; provided that Liens created by the Collateral Agreements on all or substantially all of the Collateral (other than in accordance with the terms of the Intercreditor Agreement, the Collateral Agreements and this Indenture) may be released with the consent of Holders holding not less than 75% in aggregate principal amount of the then outstanding Notes. It is not necessary for Noteholders to approve the particular form of any proposed amendment, supplement or waiver, but is sufficient if their consent approves the substance thereof.

Amendments with Consent of Holders. (a) Amendments of Except as provided in Section 9.01 or below in this Section 9.02, the Indenture, the Intercreditor Agreement Notes or any Security Document the Note Guarantees may be made by the Company, the Subsidiary Guarantors, the Trustee and the Shared Security Agent amended or supplemented with the consent of the Holders of not less than at least a majority in aggregate 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), and, subject to Sections 6.02, 6.04 and 6.07 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes may waive future compliance by (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for, Notes). (b) It shall not be necessary for the Company, the Subsidiary Guarantors and the JV Subsidiary Guarantors with any provision consent of the Indenture or Holders of Notes under this Section 9.02 to approve the Notes or particular form of any Security Document or the Intercreditor Agreement; provided, however, that no such modification, proposed amendment or waiver maywaiver, without but it shall be sufficient if such consent approves the substance thereof. (c) Without the consent of each Holder affected thereby:affected, an amendment, supplement or waiver may not (with respect to any Notes held by a non-consenting Holder): (i) change the Stated Maturity of reduce the principal ofamount of Notes whose Holders must consent to an amendment, supplement or any installment of interest on, any Notewaiver; (ii) reduce the principal amount ofof or change the fixed maturity of any Note or alter the provisions, or waive any payment, with respect to the redemption of the Notes; (iii) reduce the rate of or change the time for payment of interest on any Note; (iv) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on, any Noteon the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (iiiv) make any Note payable in money other than U.S. dollars; (vi) make any change in the place, currency provisions of this Indenture relating to waivers of past Defaults or time the rights of payment Holders of Notes to receive payments of principal of, or interest or premium, if any, or interest on, any Noteon the Notes; (ivvii) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture; (viii) impair the right to institute suit for the enforcement of any payment on or after with respect to the Stated Maturity (or, in Notes or the case of a redemption, on or after the redemption date) of any Note; (v) reduce the above-stated percentage of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (vi) waive a default in the payment of principal of, premium, if any, or interest on the Notes; (vii) release any Subsidiary Guarantor or JV Subsidiary Guarantor from its Subsidiary Guarantee or JV Subsidiary Guarantee, as the case may be, except as provided in this Indenture; (viii) release any Collateral, except as provided in the Intercreditor Agreement, the Indenture and the Security DocumentsNote Guarantees; (ix) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with certain provisions of this Indenture or for waiver of certain defaults; (x) amend, change or modify any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner that adversely affects the Holders; (xi) amend, change or modify any provision of any Security Document, or any provision of this Indenture or the Intercreditor Agreement relating to the Collateral, in a manner that adversely affects the Holders, except in accordance with the other provisions of this Indenture; (xii) reduce the amount payable upon a Change of Control Offer or an Offer to Purchase with the Excess Proceeds from any Asset Sale or change the time or manner by which a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale may be made or by which the Notes must be repurchased pursuant to a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale; (xiii) change the redemption date or the redemption price of the Notes from that stated in Section 3.01 or Section 3.02; (xiv) amend, change or modify the obligation of the CompanyCompany to make and consummate an Asset Sale Offer with respect to any Asset Sale in accordance with Section 4.12 after the obligation to make such an Asset Sale Offer has arisen, or the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control in accordance with Section 4.11 after such Change of Control has occurred, including, in each case, amending, changing or modifying any Subsidiary Guarantor definition relating thereto; (x) except as otherwise permitted by Article 5, consent to the assignment or transfer by the Company of any JV Subsidiary Guarantor to pay Additional Amountsof its rights or obligations under this Indenture; or (xvxi) amendmake any change in Section 6.02, change 6.04 or modify any provision 6.07 or in the foregoing amendment and waiver provisions. (d) An amendment, supplement or waiver under this Section will become effective on receipt by the Trustee of this Indenture or written consents from the related definition affecting the ranking Holders of the requisite percentage in principal amount of the outstanding Notes. After an amendment, supplement or waiver under Section becomes effective, the Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any Subsidiary Guarantee defect therein, shall not, however, in any way impair or JV Subsidiary Guarantee in a manner which adversely affects affect the Holdersvalidity of any such amended or supplemental indenture or waiver.

Amendments with Consent of Holders. (a) Amendments Except as otherwise provided in Sections 6.02 and 6.07 or paragraph (b) of this Section 9.02, the Company and the Trustee may amend this Indenture, the Intercreditor Agreement or any Security Document may be made by the Company, the Subsidiary Guarantors, the Trustee Notes and the Shared Security Agent Note Guarantees with the written consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes(with Holders of Notes and Additional Notes, if any, voting together for all purposes as a single class) and the Holders of a majority in aggregate principal amount of the outstanding Notes(with Holders of Notes and Additional Notes, if any, voting together for all purposes as a single class) by written notice to the Trustee may waive future compliance by the Company, the Subsidiary Guarantors and the JV Subsidiary Guarantors Company with any provision of the Indenture or this Indenture, the Notes or any Security Document or the Intercreditor Agreement; provided, however, that no such modification, amendment or waiver mayNote Guarantees. (b) Notwithstanding the provisions of paragraph (a), without the consent of each Holder affected thereby:affected, an amendment or waiver may not (i1) reduce the principal amount of or change the Stated Maturity of the principal of, or any installment of interest on, principal of any Note;, (ii2) reduce the principal rate of or change the Stated Maturity of any interest payment on any Note, (3) reduce the amount ofpayable upon the redemption of any Note or change the time of any mandatory redemption or, in respect of an optional redemption, the times at which any Note may be redeemed or, once notice of redemption has been given, the time at which it must thereupon be redeemed, (4) after the time an Offer to Purchase is required to have been made, reduce the purchase amount or purchase price, or premium, if any, extend the latest expiration date or interest on, any Note;purchase date thereunder, (iii5) change make any Note payable in money other than that stated in the place, currency or time of payment of principal of, or premium, if any, or interest on, any Note;, (iv6) impair the right of any Holder to receive any principal payment or interest payment on such Holder’s Notes or Note Guaranty, on or after the Stated Maturity thereof, or to institute suit for the enforcement of any payment on or after the Stated Maturity such payment, (or, 7) make any change in the case of a redemption, on or after the redemption date) of any Note; (v) reduce the above-stated percentage of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (vi) waive a default in the payment of principal of, premium, if any, or interest on the Notes; (vii) release any Subsidiary Guarantor or JV Subsidiary Guarantor from its Subsidiary Guarantee or JV Subsidiary Guarantee, as the case may be, except as provided in this Indenture; (viii) release any Collateral, except as provided in the Intercreditor Agreement, the Indenture and the Security Documents; (ix) reduce the percentage or aggregate principal amount of outstanding the Notes the consent of whose Holders is necessary for waiver of compliance with certain provisions of this Indenture must consent to an amendment, supplement or for waiver of certain defaults;waiver, (x) amend, 8) modify or change or modify any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner that adversely affects the Holders; (xi) amend, change or modify any provision of any Security Document, or any provision of this Indenture or the Intercreditor Agreement relating to the Collateral, in a manner that adversely affects the Holders, except in accordance with the other provisions of this Indenture; (xii) reduce the amount payable upon a Change of Control Offer or an Offer to Purchase with the Excess Proceeds from any Asset Sale or change the time or manner by which a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale may be made or by which the Notes must be repurchased pursuant to a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale; (xiii) change the redemption date or the redemption price of the Notes from that stated in Section 3.01 or Section 3.02; (xiv) amend, change or modify the obligation of the Company, any Subsidiary Guarantor or any JV Subsidiary Guarantor to pay Additional Amounts; or (xv) amend, change or modify any provision of this Indenture or the related definition affecting the ranking of the Notes or any Subsidiary Guarantee or JV Subsidiary Guarantee Note Guaranty in a manner which adversely affects materially adverse to the Holders, or (9) except as expressly permitted under this Indenture, make any change in any Note Guaranty of a Significant Restricted Subsidiary that would adversely affect the Noteholders. For the avoidance of doubt, the provisions relating to the covenants requiring the Company to make an Offer to Purchase upon a Change of Control or with “Excess Proceeds” may be amended or waived with the written consent of the Holders of not less than a majority in the aggregate principal amount of the outstanding notes. (c) It is not necessary for Noteholders to approve the particular form of any proposed amendment, supplement or waiver, but is sufficient if their consent approves the substance thereof. (d) An amendment, supplement or waiver under this Section will become effective on receipt by the Trustee of written consents from the Holders of the requisite percentage in principal amount of the outstanding Notes. After an amendment, supplement or waiver under this Section becomes effective, the Company will send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will send supplemental indentures to Holders upon request. Any failure of the Company to send such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

Amendments with Consent of Holders. (a) Amendments of the Indenture, the Intercreditor Agreement or any Security Document may be made by the Company, the Subsidiary Guarantors, The Company and the Trustee may amend the Indenture and the Shared Security Agent Securities of any series, with the consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes, and the Holders of a majority in principal amount of the outstanding Notes may waive future compliance Securities affected by the Company, the Subsidiary Guarantors and the JV Subsidiary Guarantors with any provision of the Indenture or the Notes or any Security Document or the Intercreditor Agreement; provided, however, that no such modification, amendment to add, change or waiver mayeliminate any provision of, or to modify the rights of such Holders under, the Indenture. (b) Notwithstanding the provisions of paragraph (a), without the consent of each Holder affected thereby:of outstanding Securities of any series affected, an amendment or waiver may not (i) change the Stated Maturity stated maturity of the principal of, or any installment of interest on, the Securities of any Noteseries (or related coupon), reduce the principal amount thereof, the interest thereon or any premium payable upon redemption thereof or change the currency or currencies in which the principal, premium or interest is denominated or payable; (ii) reduce the principal amount of, or premium, if any, or interest on, any Note; (iii) change the place, currency or time of payment of principal of, or premium, if any, or interest on, any Note; (iv) impair the right to institute suit for the enforcement of of, any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) Securities of any Noteseries following maturity thereof; (v) reduce the above-stated percentage of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (vi) waive a default in the payment of principal of, premium, if any, or interest on the Notes; (vii) release any Subsidiary Guarantor or JV Subsidiary Guarantor from its Subsidiary Guarantee or JV Subsidiary Guarantee, as the case may be, except as provided in this Indenture; (viii) release any Collateral, except as provided in the Intercreditor Agreement, the Indenture and the Security Documents; (ixiii) reduce the percentage or aggregate in principal amount of the outstanding Notes the Securities of any series required for consent of whose Holders is necessary for to any waiver of defaults or compliance with certain the provisions of this Indenture or for waiver of certain defaults; (x) amend, change or modify any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner that adversely affects the Holders; (xi) amend, change or modify any provision of any Security Document, or any provision of this Indenture or the Intercreditor Agreement relating with respect to the Collateral, in a manner that adversely affects the Holders, except in accordance with the other provisions of this Indenture; (xii) reduce the amount payable upon a Change of Control Offer or an Offer to Purchase with the Excess Proceeds from any Asset Sale or change the time or manner by which a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale may be made or by which the Notes must be repurchased pursuant to a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale; (xiii) change the redemption date or the redemption price of the Notes from that stated in Section 3.01 or Section 3.02; (xiv) amend, change or modify the obligation of the Company, any Subsidiary Guarantor or any JV Subsidiary Guarantor to pay Additional Amountssuch series; or (xviv) amend, change or modify any provision of this Indenture relating to modifications and waivers of defaults and covenants, except to increase any such percentage or to provide that certain other provisions cannot be modified or waived without the related definition affecting consent of each Holder of outstanding Securities affected thereby. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the ranking benefit of one or more particular series of Securities, or which modifies the rights of Holders of Securities of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Notes Holders of Securities of any other series or of the coupons appertaining to such Securities. It shall not be necessary for the consent of any Subsidiary Guarantee Holder under this Section 9.02 to approve the particular form of any proposed amendment, supplement or JV Subsidiary Guarantee waiver, but it shall be sufficient if such consent approves the substance thereof. An amendment, supplement or waiver under this Section shall become effective on receipt by the Trustee of written consents from the Holders of the requisite percentage in a manner which adversely affects principal amount of the Holders.outstanding Securities affected

Amendments with Consent of Holders. (a) Amendments of the IndentureExcept as otherwise provided in Sections 6.02, 6.04 and 6.07 or paragraph (b), the Intercreditor Agreement or any Security Document may be made by the Company, the Subsidiary Guarantors, Company and the Trustee may amend the Indenture and the Shared Security Agent Notes with the written consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes, and the Holders of a majority in principal amount of the outstanding Notes by written notice to the Trustee may waive future compliance by the Company, the Subsidiary Guarantors and the JV Subsidiary Guarantors Company with any provision of the Indenture or the Notes or any Security Document or Notes. (b) Notwithstanding the Intercreditor Agreement; provided, however, that no such modification, amendment or waiver mayprovisions of paragraph (a), without the consent of each Holder affected thereby:affected, an amendment or waiver may not (i1) reduce the principal amount of or change the Stated Maturity of the principal of, or any installment of interest on, principal of any Note;, (ii2) reduce the principal rate of or change the Stated Maturity of any interest payment on any Note, (3) reduce the amount ofpayable upon the redemption of any Note or change the time of any mandatory redemption or, in respect of an optional redemption, the times at which any Note may be redeemed or, once notice of redemption has been given, the time at which it must thereupon be redeemed, (4) after the time an Offer to Purchase is required to have been made, reduce the purchase amount or purchase price, or premium, if any, extend the latest expiration date or interest on, any Note;purchase date thereunder, (iii5) change make any Note payable in money other than that stated in the place, currency or time of payment of principal of, or premium, if any, or interest on, any Note;, (iv6) impair the right of any Holder of Notes to receive any principal payment or interest payment on such Holder's Notes, on or after the Stated Maturity thereof, or to institute suit for the enforcement of any payment on or after the Stated Maturity such payment, (or, 7) make any change in the case of a redemption, on or after the redemption date) of any Note; (v) reduce the above-stated percentage of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (vi) waive a default in the payment of principal of, premium, if any, or interest on the Notes; (vii) release any Subsidiary Guarantor or JV Subsidiary Guarantor from its Subsidiary Guarantee or JV Subsidiary Guarantee, as the case may be, except as provided in this Indenture; (viii) release any Collateral, except as provided in the Intercreditor Agreement, the Indenture and the Security Documents; (ix) reduce the percentage or aggregate principal amount of outstanding the Notes the consent of whose Holders is necessary required for waiver of compliance with certain provisions of this Indenture amendments or for waiver of certain defaults;waivers, (x) amend, 8) modify or change or modify any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner that adversely affects the Holders; (xi) amend, change or modify any provision of any Security Document, or any provision of this the Indenture or the Intercreditor Agreement relating to the Collateral, in a manner that adversely affects the Holders, except in accordance with the other provisions of this Indenture; (xii) reduce the amount payable upon a Change of Control Offer or an Offer to Purchase with the Excess Proceeds from any Asset Sale or change the time or manner by which a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale may be made or by which the Notes must be repurchased pursuant to a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale; (xiii) change the redemption date or the redemption price of the Notes from that stated in Section 3.01 or Section 3.02; (xiv) amend, change or modify the obligation of the Company, any Subsidiary Guarantor or any JV Subsidiary Guarantor to pay Additional Amounts; or (xv) amend, change or modify any provision of this Indenture or the related definition affecting the ranking of the Notes or any Subsidiary Guarantee or JV Subsidiary Guarantee Note Guaranty in a manner which adverse to the Holders of the Notes, (9) make any change to Article 10 that would adversely affect the Noteholders, (10) make any change in any Note Guaranty that would adversely affect the Noteholders, or (11) make any change to Section 4.21 that adversely affects the Holdersright of any Holder or amend the terms of the Notes or the Indenture in a way that would result in the loss of an exemption from any of the taxes described thereunder. (c) It is not necessary for Noteholders to approve the particular form of any proposed amendment, supplement or waiver, but is sufficient if their consent approves the substance thereof. (d) An amendment, supplement or waiver under this Section will become effective on receipt by the Trustee of written consents from the Holders of the requisite percentage in principal amount of the outstanding Notes. After an amendment, supplement or waiver under this Section becomes effective, the Company will send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will send supplemental indentures to Holders upon request. Any failure of the Company to send such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

Amendments with Consent of Holders. (a) Amendments of the Indenture, the Intercreditor Agreement or any Security Document may be made by the Company, the Subsidiary Guarantors, The Company and the Trustee may amend the Indenture and the Shared Security Agent Securities of any series, with the consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes, and the Holders of a majority in principal amount of the outstanding Notes may waive future compliance Securities affected by the Company, the Subsidiary Guarantors and the JV Subsidiary Guarantors with any provision of the Indenture or the Notes or any Security Document or the Intercreditor Agreement; provided, however, that no such modification, amendment to add, change or waiver mayeliminate any provision of, or to modify the rights of such Holders under, the Indenture. (b) Notwithstanding the provisions of paragraph (a), without the consent of each Holder affected thereby:of outstanding Securities of any series affected, an amendment or waiver may not (i) change the Stated Maturity stated maturity of the principal of, or any installment of interest on, the Securities of any Noteseries (or related coupon), reduce the principal amount thereof, the interest thereon or any premium payable upon redemption thereof or change the currency or currencies in which the principal, premium or interest is denominated or payable; (ii) reduce the principal amount of, or premium, if any, or interest on, any Note; (iii) change the place, currency or time of payment of principal of, or premium, if any, or interest on, any Note; (iv) impair the right to institute suit for the enforcement of of, any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) Securities of any Noteseries following maturity thereof; (v) reduce the above-stated percentage of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (vi) waive a default in the payment of principal of, premium, if any, or interest on the Notes; (vii) release any Subsidiary Guarantor or JV Subsidiary Guarantor from its Subsidiary Guarantee or JV Subsidiary Guarantee, as the case may be, except as provided in this Indenture; (viii) release any Collateral, except as provided in the Intercreditor Agreement, the Indenture and the Security Documents; (ixiii) reduce the percentage or aggregate in principal amount of the outstanding Notes the Securities of any series required for consent of whose Holders is necessary for to any waiver of defaults or compliance with certain the provisions of this Indenture or for waiver of certain defaults; (x) amend, change or modify any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner that adversely affects the Holders; (xi) amend, change or modify any provision of any Security Document, or any provision of this Indenture or the Intercreditor Agreement relating with respect to the Collateral, in a manner that adversely affects the Holders, except in accordance with the other provisions of this Indenture; (xii) reduce the amount payable upon a Change of Control Offer or an Offer to Purchase with the Excess Proceeds from any Asset Sale or change the time or manner by which a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale may be made or by which the Notes must be repurchased pursuant to a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale; (xiii) change the redemption date or the redemption price of the Notes from that stated in Section 3.01 or Section 3.02; (xiv) amend, change or modify the obligation of the Company, any Subsidiary Guarantor or any JV Subsidiary Guarantor to pay Additional Amountssuch series; or (xviv) amend, change or modify any provision of this Indenture relating to modifications and waivers of defaults and covenants, except to increase any such percentage or to provide that certain other provisions cannot be modified or waived without the related definition affecting consent of each Holder of outstanding Securities affected thereby. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the ranking benefit of one or more particular series of Securities, or which modifies the rights of Holders of Securities of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Notes Holders of Securities of any other series or of the coupons appertaining to such Securities. It shall not be necessary for the consent of any Holder under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. An amendment, supplement or waiver under this Section shall become effective on receipt by the Trustee of written consents from the Holders of the requisite percentage in principal amount of the outstanding Securities affected thereby. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company shall mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any Subsidiary Guarantee defect therein, shall not, however, in any way impair or JV Subsidiary Guarantee in a manner which adversely affects affect the Holdersvalidity of any such supplemental indenture or waiver.

Amendments with Consent of Holders. (a) Amendments of the IndentureExcept as otherwise provided in Sections 5.01, the Intercreditor Agreement 5.03 and 5.06 or any Security Document may be made by Section 9.02(b), the Company, the Subsidiary Issuer, the Guarantors, the Trustee Trustee, the Collateral Agent and Wilmington Trust Company (when acting with respect to the Notes) may amend or supplement this Indenture, the Notes, the Guarantees and the Shared Security Agent Documents with the consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes (which may include written consents obtained in connection with a tender offer or exchange offer for Notes), and the Holders of a majority in principal amount of the outstanding Notes by written notice to the Trustee may waive future compliance by the Company, the Subsidiary Guarantors Issuer and the JV Subsidiary Guarantors with any provision of this Indenture, the Indenture Notes, the Guarantees or the Notes Security Documents (which may include waivers obtained in connection with a tender offer or any Security Document or exchange offer for Notes). (b) Notwithstanding the Intercreditor Agreement; provided, however, that no such modification, amendment or waiver mayprovisions of paragraph (a) of this Section 9.02, without the consent of each Holder affected therebyaffected, an amendment or waiver may not: (i) change reduce the Stated Maturity amount of the principal ofNotes whose Holders must consent to an amendment, supplement or any installment of interest on, any Note;waiver, (ii) reduce the principal amount rate of, or premium, if any, or interest onextend the time for payment of, any interest, including default interest, on any Note;, (iii) change the place, currency or time of payment of reduce principal of, or premium, if any, or interest onchange the fixed maturity of, any Note;Note or alter the provisions (including related definitions) with respect to redemptions described under Article 3 or with respect to mandatory offers to repurchase Notes described under Section 4.10 and Section 4.12, (iv) impair the right to institute suit for the enforcement of make any payment on or after the Stated Maturity (or, Note payable in money other than that stated in the case of a redemption, on or after the redemption date) of any Note;, (v) reduce modify the above-stated percentage ranking or priority of outstanding the Notes the consent of whose Holders is necessary to modify or amend this Indenture;any Guarantee, (vi) make any change in Sections 5.03 or 5.06, (vii) release any Guarantor from any of its obligations under its Guarantee or this Indenture otherwise than in accordance with this Indenture, (viii) waive a default continuing Default or Event of Default in the payment of principal of, premium, if any, or interest or Additional Interest, if any, on the Notes; (vii) release any Subsidiary Guarantor or JV Subsidiary Guarantor from its Subsidiary Guarantee or JV Subsidiary Guarantee, as the case may be, except as provided in this Indenture; (viii) release any Collateral, except as provided in the Intercreditor Agreement, the Indenture and the Security Documents;or (ix) reduce effect a release of all or substantially all of the Collateral other than pursuant to the terms of the Security Documents or as otherwise permitted under this Indenture. (c) It is not necessary for Holders to approve the particular form of any proposed amendment, supplement or waiver, but is sufficient if their consent approves the substance thereof. (d) An amendment, supplement or waiver under this Section will become effective on receipt by the Trustee of written consents from the Holders of the requisite percentage or aggregate in principal amount of the outstanding Notes Notes. After an amendment, supplement or waiver under this Section becomes effective, the consent Issuer (or the Trustee at the request and expense of whose the Issuer) will send to the Holders is necessary for waiver affected thereby a notice briefly describing the amendment, supplement or waiver. The Issuer will send supplemental indentures to Holders upon request. Any failure of compliance with certain provisions of this Indenture or for waiver of certain defaults; (x) amend, change or modify any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner that adversely affects the Holders; (xi) amend, change or modify any provision of any Security DocumentIssuer to send such notice, or any provision of this Indenture or the Intercreditor Agreement relating to the Collateraldefect therein, will not, however, in a manner that adversely affects any way impair or affect the Holdersvalidity of any such supplemental indenture, except in accordance with the other provisions of this Indenture; (xii) reduce the amount payable upon a Change of Control Offer amendment or an Offer to Purchase with the Excess Proceeds from any Asset Sale or change the time or manner by which a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale may be made or by which the Notes must be repurchased pursuant to a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale; (xiii) change the redemption date or the redemption price of the Notes from that stated in Section 3.01 or Section 3.02; (xiv) amend, change or modify the obligation of the Company, any Subsidiary Guarantor or any JV Subsidiary Guarantor to pay Additional Amounts; or (xv) amend, change or modify any provision of this Indenture or the related definition affecting the ranking of the Notes or any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner which adversely affects the Holderswaiver.

Amendments with Consent of Holders. (a) Amendments of the IndentureExcept as otherwise provided in paragraph (b), the Intercreditor Agreement or any Security Document may be made by the Company, the Subsidiary Guarantors, Issuer and the Trustee may amend this Indenture and the Shared Security Agent Notes with the consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes, and except as otherwise provided in Section 6.02 hereof, the Holders of a majority in principal amount of the outstanding Notes may waive any past default or future compliance by the Company, the Subsidiary Guarantors and the JV Subsidiary Guarantors Issuer with any provision of the this Indenture or the Notes (which in each case may include consents or any Security Document waivers obtained in connection with a purchase of, or a tender offer or exchange offer for, Notes). (b) Notwithstanding the Intercreditor Agreement; provided, however, that no such modification, amendment or waiver mayprovisions of paragraph (a) of this Section 9.02, without the consent of each Holder affected thereby:affected, an amendment or waiver may not (i1) reduce the principal amount of or change the Stated Maturity of the principal of, or any installment of interest on, any Note;, (ii2) reduce the principal rate of or change the Stated Maturity of any interest payment on any Note, (3) reduce the amount ofpayable upon the redemption of any Note or change the times at, or premiumcircumstances under, if anywhich any Note may be redeemed at the option of the Issuer (other than a change of the time period between any notice of redemption and the redemption of Notes by the Issuer), (4) after the time an Offer to Purchase is required to have been made, reduce the purchase amount or purchase price, or interest on, any Note;extend the latest purchase date thereunder, (iii5) change make any Note payable in money other than that stated in the place, currency or time of payment of principal of, or premium, if any, or interest on, any Note;, (iv6) impair the right of any Holder of Notes to receive any principal payment or interest payment on such Holder’s Notes, on or after the Stated Maturity thereof, or to institute suit for the enforcement of any payment on such payment, (7) expressly subordinate the Notes or after any Note Guarantee to any other Debt of the Stated Maturity (or, in the case of a redemption, on Issuer or after the redemption date) of any NoteGuarantor; (v) reduce the above-stated percentage of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (vi) waive a default in the payment of principal of, premium, if any, or interest on the Notes; (vii) release any Subsidiary Guarantor or JV Subsidiary Guarantor from its Subsidiary Guarantee or JV Subsidiary Guarantee, as the case may be, 8) except as provided expressly permitted in this Indenture;, modify or release any Note Guarantee in any manner adverse to the Holders; or (viii) release any Collateral, except as provided in the Intercreditor Agreement, the Indenture and the Security Documents; (ix9) reduce the percentage or aggregate of the principal amount of outstanding the Notes the consent of whose Holders required for amendments or waivers. (c) It is not necessary for waiver Noteholders to approve the particular form of compliance with certain provisions of this Indenture any proposed amendment, supplement or for waiver of certain defaults;waiver, but is sufficient if their consent approves the substance thereof. (xd) amendAn amendment, change supplement or modify any Subsidiary Guarantee waiver under this Section will become effective on receipt by the Trustee of consents from the Holders of the requisite percentage in principal amount of the outstanding Notes. After an amendment, supplement or JV Subsidiary Guarantee in waiver under this Section becomes effective, the Issuer will send to the Holders affected thereby a manner that adversely affects notice briefly describing the Holders; (xi) amendamendment, change supplement or modify any provision waiver. The Issuer will send supplemental indentures to Holders upon request. Any failure of any Security Documentthe Issuer to send such notice, or any provision of this Indenture or the Intercreditor Agreement relating to the Collateraldefect therein, will not, however, in a manner that adversely affects any way impair or affect the Holders, except in accordance with the other provisions validity of this Indenture; (xii) reduce the amount payable upon a Change of Control Offer any such supplemental indenture or an Offer to Purchase with the Excess Proceeds from any Asset Sale or change the time or manner by which a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale may be made or by which the Notes must be repurchased pursuant to a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale; (xiii) change the redemption date or the redemption price of the Notes from that stated in Section 3.01 or Section 3.02; (xiv) amend, change or modify the obligation of the Company, any Subsidiary Guarantor or any JV Subsidiary Guarantor to pay Additional Amounts; or (xv) amend, change or modify any provision of this Indenture or the related definition affecting the ranking of the Notes or any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner which adversely affects the Holderswaiver.

Amendments with Consent of Holders. (a) Amendments of the Indenture, the Intercreditor Agreement or any Security Document The Indenture may be made by the Company, the Subsidiary Guarantors, the Trustee and the Shared Security Agent amended with the consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes, Notes and the Holders of a majority in principal amount of the outstanding Notes Trustee and other Agents may waive future compliance by the Company, the Subsidiary Guarantors and the JV Subsidiary Guarantors Company with any provision of the Indenture or the Notes or any Security Document or the Intercreditor Agreementthereof; provided, however, that no such modification, amendment or waiver may, without the consent of each Holder affected thereby: (i) change the Stated Maturity stated maturity of the principal of, or any installment of interest on, any Note; (ii) reduce the principal amount of, or premium, if any, or interest on, any Note; (iii) change the place, currency or time of payment of principal of, or premium, if any, or interest on, any Note, provided that any amendment to the minimum notice requirement for any redemption of the Notes may be made with the consent of the holders of a majority in aggregate principal amount of the outstanding Notes; (iv) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity stated maturity (or, in the case of a redemption, on or after the redemption date) of any Note; (v) reduce the above-stated percentage of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (vi) waive a default in the payment of principal of, premium, if any, or interest on the Notes; (vii) release any Subsidiary Guarantor or JV Subsidiary Guarantor from its Subsidiary Guarantee or JV Subsidiary Guarantee, as the case may be, except as provided in this Indenture; (viii) release any Collateral, except as provided in the Intercreditor Agreement, the Indenture and the Security Documents; (ix) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with certain provisions of this Indenture or for waiver of certain defaults; (x) amend, change or modify any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner that adversely affects the Holders; (xi) amend, change or modify any provision of any Security Document, or any provision of this Indenture or the Intercreditor Agreement relating to the Collateral, in a manner that adversely affects the Holders, except in accordance with the other provisions of this Indenture; (xiiviii) reduce the amount payable upon a Change of Control Offer or an Offer to Purchase with the Excess Proceeds from any Asset Sale or or, change the time or manner by which a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale may be made or by which the Notes must be repurchased pursuant to a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset SaleOffer; (xiiiix) change the redemption date or the redemption price of the Notes from that stated in Section 3.01 or Section 3.023.03; (xivx) amend, change or modify the obligation of the Company, any Subsidiary Guarantor or any JV Subsidiary Guarantor Company to pay Additional Amounts; or (xvxi) amend, change or modify any provision of this Indenture or the related definition affecting the ranking of the Notes or any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner which adversely affects the Holders. (b) It is not necessary for Holders to approve the particular form of any proposed amendment, supplement or waiver, but is sufficient if their consent approves the substance thereof. (c) An amendment, supplement or waiver under this Section 8.02 will become effective on receipt by the Trustee of written consents from the Holders of the requisite percentage in principal amount of the outstanding Notes. After an amendment, supplement or waiver under this Section 8.02 becomes effective, the Company will send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will send supplemental indentures to Holders upon request. Any failure of the Company to send such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

Amendments with Consent of Holders. (a) The Amendments of the this Indenture, the Intercreditor Agreement or any Security Document Documents may be made by the Company, the Subsidiary Guarantors, the Trustee and the Shared Security Collateral Agent with the consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes, and the Holders of a majority in principal amount of the outstanding Notes may waive future compliance by the Company, the Subsidiary Guarantors and the JV Subsidiary Guarantors Company or any Guarantor with any provision of this Indenture, the Indenture or Notes, the Notes Intercreditor Agreement or any Security Document or the Intercreditor AgreementDocument; provided, however, that no such modification, amendment or waiver may, without the consent of each Holder affected thereby: (i) change the Stated Maturity of the principal of, or any installment of interest on, any Note; (ii) reduce the principal amount of, or premium, if any, or interest on, any Note; (iii) change the place, currency or time of payment of principal of, or premium, if any, or interest on, any Note; (iv) impair the right of any Holder to receive payment of principal, premium, if any, or interest on, or to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any NoteNote or any Guarantee; (v) reduce the above-stated percentage of outstanding Notes the consent of whose Holders is necessary to modify modify, amend or amend supplement this Indenture; (vi) make any change in the amendment or waiver provisions which require each Holder’s consent; (vii) waive a default Default or Event of Default in the payment of principal of, premium, if any, or interest on the Notes; (vii) release any Subsidiary Guarantor or JV Subsidiary Guarantor from its Subsidiary Guarantee or JV Subsidiary Guarantee, as the case may be, except as provided in this Indenture; (viii) release any Collateral, except as provided in the Intercreditor Agreement, the Indenture and the Security Documents; (ix) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with certain provisions of this Indenture or for waiver of certain defaults; (ix) release any Guarantor from its Guarantee, except as provided in this Indenture; (x) release any Collateral, except as provided in this Indenture, the Intercreditor Agreement and the Security Documents; (xi) amend, change or modify any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner that adversely affects the Holders; (xixii) amend, change or modify any provision of the Intercreditor Agreement, any Security Document, Document or any provision of this Indenture or the Intercreditor Agreement relating to the Collateral, in a manner that adversely affects the Holders, except in accordance with the other provisions of the Intercreditor Agreement, such Security Document, and this Indenture; (xiixiii) reduce the amount payable upon a Change of Control Offer or an Offer to Purchase with the Excess Proceeds from any an Asset Sale or change the time or manner by which a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any an Asset Sale may be made or by which the Notes must be repurchased pursuant to a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any an Asset Sale; (xiiixiv) change the time at which any Notes may be redeemed or repurchased, or the redemption date or the redemption price of the Notes from that stated in under Section 3.01 or Section 3.02, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise; (xivxv) amend, change or modify the obligation of the Company, any Subsidiary Guarantor Company or any JV Subsidiary Guarantor to pay Additional Amounts; or (xvxvi) amend, change or modify any provision of this Indenture or the related definition affecting the ranking of the Notes or any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner which adversely affects the Holders. (b) It is not necessary for Holders to approve the particular form of any proposed amendment, supplement or waiver, but is sufficient if their consent approves the substance thereof. (c) An amendment, supplement or waiver under this Indenture by any Holder given in connection with a tender of such Holder’s Notes wil not be rendered invalid by such tender. After an amendment, supplement or waiver under this Indenture becomes effective, the Company is required to give to the Holders a notice briefly describing such amendment, supplement or waiver. Any failure of the Company to give such notice to all the Holders, or any defect therein, will not impair or affect the validity of any such amendment, supplement or waiver.

Amendments with Consent of Holders. (a) Amendments of Except as otherwise provided in Sections 6.02, 6.04 and 6.07 or paragraph (b), the Company and the Trustee may amend or supplement the Indenture, and/or the Intercreditor Agreement or any Security Document may be made by the Company, the Subsidiary Guarantors, the Trustee and the Shared Security Agent Notes with the written consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes, Notes and the Holders of a majority in principal amount of the outstanding Notes may waive future compliance by the Company, the Subsidiary Guarantors and the JV Subsidiary Guarantors Company with any provision of the Indenture or the Notes Notes. Notwithstanding the foregoing or anything to the contrary in the Indenture, so long as Tontine holds at least 25% in aggregate principal amount of the Notes, Tontine’s consent shall be required for any Security Document or the Intercreditor Agreement; provided, however, that no such modification, amendment or modification to, or waiver mayof, (i) the provisions in Paragraph 1 of the Notes providing for the inclusion of Notes owned by any Affiliate of the Company for purposes of determining whether the Holders of the requisite principal amount of the outstanding Notes have given or taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder or under the Notes, and (ii) the last sentence of Paragraph 1 of the Notes requiring the consent of Tontine to all requests, demands, authorizations, directions, notices, consents, waivers and other actions hereunder and under the Notes. (b) Notwithstanding the provisions of paragraph (a), without the consent of each Holder affected thereby:affected, an amendment or waiver may not (i) reduce the principal amount of or change the Stated Maturity of the principal of, or any installment of interest on, principal of any Note;, (ii) reduce the principal amount of, rate of or premium, if any, or change the Stated Maturity of any interest on, payment on any Note;, (iii) reduce the amount payable upon the redemption of any Note or change the place, currency or time of payment any mandatory redemption or, in respect of principal ofan optional redemption, or premiumthe times at which any Note may be redeemed or, if anyonce notice of redemption has been given, or interest on, any Note;the time at which it must thereupon be redeemed, (iv) after the time an Offer to Purchase is required to have been made, reduce the purchase amount or purchase price, or extend the latest expiration date or purchase date thereunder, (v) make any Note payable in money other than that stated in the Note, (vi) impair the right of any Holder of Notes to receive any principal payment or interest payment on such Holder’s Notes, on or after the Stated Maturity thereof, or to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note; (v) reduce the above-stated percentage of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (vi) waive a default in the payment of principal of, premium, if any, or interest on the Notes;such payment, (vii) release make any Subsidiary Guarantor change in the percentage of the principal amount of the Notes required for amendments or JV Subsidiary Guarantor from its Subsidiary Guarantee or JV Subsidiary Guarantee, as the case may be, except as provided in this Indenture;waivers, (viii) release any Collateral, except as provided in the Intercreditor Agreement, the Indenture and the Security Documents; (ix) reduce the percentage modify or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with certain provisions of this Indenture or for waiver of certain defaults; (x) amend, change or modify any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner that adversely affects the Holders; (xi) amend, change or modify any provision of any Security Document, or any provision of this the Indenture or the Intercreditor Agreement relating to the Collateral, in a manner that adversely affects the Holders, except in accordance with the other provisions of this Indenture; (xii) reduce the amount payable upon a Change of Control Offer or an Offer to Purchase with the Excess Proceeds from any Asset Sale or change the time or manner by which a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale may be made or by which the Notes must be repurchased pursuant to a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale; (xiii) change the redemption date or the redemption price of the Notes from that stated in Section 3.01 or Section 3.02; (xiv) amend, change or modify the obligation of the Company, any Subsidiary Guarantor or any JV Subsidiary Guarantor to pay Additional Amounts; or (xv) amend, change or modify any provision of this Indenture or the related definition affecting the ranking of the Notes or any Subsidiary Guarantee or JV Subsidiary Guarantee Note Guaranty in a manner which adverse to the Holders of the Notes, (ix) make any change in any Note Guaranty that would adversely affect the Noteholders, or (x) [Reserved] provided that the provisions of Section 4.12 and Section 4.13 may, except as provided above, be amended or waived with the consent of Holders holding not less than 66 2/3% in aggregate principal amount of the Notes. (c) It is not necessary for Noteholders to approve the particular form of any proposed amendment, supplement or waiver, but is sufficient if their consent approves the substance thereof. (d) An amendment, supplement or waiver under this Section will become effective on receipt by the Trustee of written consents from the Holders of the requisite percentage in principal amount of the outstanding Notes. After an amendment, supplement or waiver under this Section becomes effective, the Company will send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will send supplemental indentures to Holders upon request. Any failure of the Company to send such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. (e) An amendment may not effect any change that adversely affects the Holdersrights of any holder of Senior Debt under Article 11 then outstanding unless such holder of Senior Debt, or a representative for such holder, consents to such change.

Amendments with Consent of Holders. (a) Amendments of the IndentureExcept as otherwise provided in Sections 6.2, 6.4 and 6.7 or paragraph (b), the Intercreditor Agreement or any Security Document may be made by the Company, the Subsidiary Guarantors, Company and the Trustee may amend the Indenture and the Shared Security Agent Securities of any series with the written consent of the Holders of not less than a majority in aggregate principal amount of the outstanding NotesSecurities of all series affected by such supplemental indenture (all such series voting as one class), and the Holders of a majority in principal amount of the outstanding Notes Securities of all series affected thereby (all such series voting as one class) by written notice to the Trustee may waive future compliance by the Company, the Subsidiary Guarantors and the JV Subsidiary Guarantors Company with any provision of the Indenture or the Notes or any Security Document or Securities of such series. (b) Notwithstanding the Intercreditor Agreement; provided, however, that no such modification, amendment or waiver mayprovisions of paragraph (a), without the consent of each Holder affected thereby:affected, an amendment or waiver may not (i) change the Stated Maturity of the principal of, or any installment of interest on, any Note; (ii1) reduce the principal amount of, of or premium, if any, extend the Stated Maturity of any installment of principal or interest on, any Note;sinking fund obligation of any Security, (iii2) reduce the rate of or extend the Stated Maturity of any interest payment (including any amount in respect of original issue discount) on any Security, (3) reduce the amount payable upon the redemption of any Security or change the place, currency or time of payment any mandatory redemption or, in respect of principal ofan optional redemption, or premiumthe times at which any Security may be redeemed or, if anyonce notice of redemption has been given, or interest on, any Note;the time at which it must thereupon be redeemed, (iv4) reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon acceleration of the maturity thereof pursuant to Section 6.2 (5) make any Security payable in currency other than that stated in the Security, (6) impair the right of any Holder of Securities to receive any principal payment or interest payment on such Holder's Securities, on or after the Stated Maturity thereof, or to institute suit for the enforcement of any payment on or after the Stated Maturity such payment, (or, 7) make any change in the case of a redemption, on or after the redemption date) of any Note; (v) reduce the above-stated percentage of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (vi) waive a default in the payment of principal of, premium, if any, or interest on the Notes; (vii) release any Subsidiary Guarantor or JV Subsidiary Guarantor from its Subsidiary Guarantee or JV Subsidiary Guarantee, as the case may be, except as provided in this Indenture; (viii) release any Collateral, except as provided in the Intercreditor Agreement, the Indenture and the Security Documents; (ix) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary Securities required for waiver of compliance with certain provisions of this Indenture amendments or for waiver of certain defaults;waivers, or (x) amend, 8) modify or change or modify any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner that adversely affects the Holders; (xi) amend, change or modify any provision of any Security Document, or any provision of this the Indenture or the Intercreditor Agreement relating to the Collateral, in a manner that adversely affects the Holders, except in accordance with the other provisions of this Indenture; (xii) reduce the amount payable upon a Change of Control Offer or an Offer to Purchase with the Excess Proceeds from any Asset Sale or change the time or manner by which a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale may be made or by which the Notes must be repurchased pursuant to a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale; (xiii) change the redemption date or the redemption price of the Notes from that stated in Section 3.01 or Section 3.02; (xiv) amend, change or modify the obligation of the Company, any Subsidiary Guarantor or any JV Subsidiary Guarantor to pay Additional Amounts; or (xv) amend, change or modify any provision of this Indenture or the related definition affecting the ranking of the Notes or any Subsidiary Guarantee or JV Subsidiary Guarantee Securities in a manner which adversely affects adverse to the HoldersHolders of the Securities. (c) A supplemental indenture that changes or eliminates any covenant or other provision of the Indenture that has expressly been included solely for the benefit of one or more particular series of Securities, or that modifies the rights of Holders of Securities of such series with respect to such covenant or provision, is deemed not to affect the rights under the Indenture of the Holders of Securities of any other series. (d) It is not necessary for Holders to approve the particular form of any proposed amendment, supplement or waiver, but is sufficient if their consent approves the substance thereof. (e) An amendment, supplement or waiver under this Section will become effective on receipt by the Trustee of written consents from the Holders of the requisite percentage in principal amount of the outstanding Securities of the affected series. After an amendment, supplement or waiver under this Section becomes effective, the Company will send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will send supplemental indentures to Holders upon request. Any failure of the Company to send such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

Amendments with Consent of Holders. (a) Amendments of the IndentureExcept as otherwise provided in Sections 6.02, 6.04 and 6.07 or paragraph (b), the Intercreditor Agreement or any Security Document may be made by the Company, the Subsidiary Guarantors, Company and the Trustee may amend this Indenture and the Shared Security Agent Notes with the written consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes, and the Holders of a majority in principal amount of the outstanding Notes by written notice to the Trustee may waive future compliance by the Company, the Subsidiary Guarantors and the JV Subsidiary Guarantors Company with any provision of the this Indenture or the Notes or any Security Document or Notes. (b) Notwithstanding the Intercreditor Agreement; provided, however, that no such modification, amendment or waiver mayprovisions of paragraph (a), without the consent of each Holder affected therebyaffected, an amendment or waiver may not: (i1) reduce the principal amount of or change the Stated Maturity of the principal of, or any installment of interest on, principal of any Note; (ii2) reduce the principal amount of, rate of or premium, if any, or change the Stated Maturity of any interest on, payment on any Note; (iii3) change reduce the placeamount payable upon the redemption of any Note or, currency in respect of an optional redemption, the times at which any Note may be redeemed or, once notice of redemption has been given, the time at which such Note must thereupon be redeemed (except as otherwise permitted by this Indenture); (4) after the time an Offer to Purchase is required to have been made, reduce the purchase amount or time of payment of principal ofpurchase price, or premium, if any, extend the latest expiration date or interest on, purchase date thereunder; (5) make any Note payable in money other than that stated in the Note; (iv6) impair the right of any Holder of Notes to receive any principal payment or interest payment on such Holder’s Notes, on or after the Stated Maturity thereof, or to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Notesuch payment; (v7) reduce make any change in the above-stated percentage of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (vi) waive a default in the payment of principal of, premium, if any, or interest on the Notes; (vii) release any Subsidiary Guarantor or JV Subsidiary Guarantor from its Subsidiary Guarantee or JV Subsidiary Guarantee, as the case may be, except as provided in this Indenture; (viii) release any Collateral, except as provided in the Intercreditor Agreement, the Indenture and the Security Documents; (ix) reduce the percentage or aggregate principal amount of outstanding the Notes the consent of whose Holders is necessary required for waiver of compliance with certain provisions of this Indenture amendments or for waiver of certain defaults;waivers; or (x) amend, 8) modify or change or modify any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner that adversely affects the Holders; (xi) amend, change or modify any provision of any Security Document, or any provision of this Indenture or the Intercreditor Agreement relating to the Collateral, in a manner that adversely affects the Holders, except in accordance with the other provisions of this Indenture; (xii) reduce the amount payable upon a Change of Control Offer or an Offer to Purchase with the Excess Proceeds from any Asset Sale or change the time or manner by which a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale may be made or by which the Notes must be repurchased pursuant to a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale; (xiii) change the redemption date or the redemption price of the Notes from that stated in Section 3.01 or Section 3.02; (xiv) amend, change or modify the obligation of the Company, any Subsidiary Guarantor or any JV Subsidiary Guarantor to pay Additional Amounts; or (xv) amend, change or modify any provision of this Indenture or the related definition affecting the ranking of the Notes or any Subsidiary Guarantee or JV Subsidiary Guarantee Note Guaranty in a manner which adversely affects adverse to the HoldersHolders of the Notes. (c) It is not necessary for Noteholders to approve the particular form of any proposed amendment, supplement or waiver, but is sufficient if their consent approves the substance thereof. (d) An amendment, supplement or waiver under this Section will become effective on receipt by the Trustee of written consents from the Holders of the requisite percentage in principal amount of the outstanding Notes. After an amendment, supplement or waiver under this Section becomes effective, the Company will send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will send supplemental indentures to Holders upon request. Any failure of the Company to send such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

Amendments with Consent of Holders. (a) Amendments of the IndentureExcept as otherwise provided in Sections 6.02, the Intercreditor Agreement 6.04 and 6.07 or any Security Document may be made by paragraph (b), the Company, the Subsidiary Guarantors, Guarantors and the Trustee may amend, modify or supplement this Indenture and the Shared Security Agent Notes with the consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes, and the Holders of a majority in aggregate principal amount of the outstanding Notes by written notice to the Trustee may waive future compliance by the Company, the Subsidiary Guarantors and the JV Subsidiary Guarantors Company with any provision of the this Indenture or the Notes; provided that if any amendment, modification, supplement or waiver would only affect the Senior Notes or any Security Document the Senior Floating Rate Notes, only the consent of the Holders of a majority in aggregate principal amount of the outstanding Senior Notes or Senior Floating Rate Notes (and not the Intercreditor Agreement; providedconsent of at least a majority in aggregate principal amount of all of the then outstanding Notes), howeveras the case may be, that no such modification, amendment or waiver mayshall be required. (b) Notwithstanding the provisions of paragraph (a), without the consent of each Holder affected thereby:affected, an amendment, modification, supplement or waiver may not (i1) reduce the principal amount of or change the Stated Maturity of the principal of, or any installment of interest on, principal of any Note;, (ii2) reduce the principal rate of or change the Stated Maturity of any interest payment on any Note, (3) reduce the amount ofpayable upon the optional redemption of any Note or change the times at which any Note may be redeemed or, once notice of redemption has been given, the time at which it must thereupon be redeemed, (4) after the time an Offer to Purchase is required to have been made, reduce the purchase amount or purchase price, or premium, if any, extend the latest expiration date or interest on, any Note;purchase date thereunder, (iii5) change make any Note payable in money other than that stated in the place, currency or time of payment of principal of, or premium, if any, or interest on, any Note;, (iv6) impair the right of any Holder of Notes to receive any principal payment or interest payment on such Holder’s Notes, on or after the Stated Maturity thereof, or to institute suit for the enforcement of any payment on or after the Stated Maturity such payment, (or, 7) make any change in the case of a redemption, on or after the redemption date) of any Note; (v) reduce the above-stated percentage of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (vi) waive a default in the payment of principal of, premium, if any, or interest on the Notes; (vii) release any Subsidiary Guarantor or JV Subsidiary Guarantor from its Subsidiary Guarantee or JV Subsidiary Guarantee, as the case may be, except as provided in this Indenture; (viii) release any Collateral, except as provided in the Intercreditor Agreement, the Indenture and the Security Documents; (ix) reduce the percentage or aggregate principal amount of outstanding the Notes the consent of whose Holders is necessary required for waiver of compliance with certain provisions of this Indenture amendments or for waiver of certain defaults;waivers, (x) amend, 8) modify or change or modify any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner that adversely affects the Holders; (xi) amend, change or modify any provision of any Security Document, or any provision of this Indenture or the Intercreditor Agreement relating to the Collateral, in a manner that adversely affects the Holders, except in accordance with the other provisions of this Indenture; (xii) reduce the amount payable upon a Change of Control Offer or an Offer to Purchase with the Excess Proceeds from any Asset Sale or change the time or manner by which a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale may be made or by which the Notes must be repurchased pursuant to a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale; (xiii) change the redemption date or the redemption price of the Notes from that stated in Section 3.01 or Section 3.02; (xiv) amend, change or modify the obligation of the Company, any Subsidiary Guarantor or any JV Subsidiary Guarantor to pay Additional Amounts; or (xv) amend, change or modify any provision of this Indenture or the related definition affecting the ranking of the Notes or any Subsidiary Guarantee or JV Subsidiary Guarantee Note Guaranty in a manner adverse to the Holders of the Notes or (9) make any change in any Note Guaranty that would adversely affect the Noteholders. (c) It is not necessary for Noteholders to approve the particular form of any proposed amendment, modification, supplement or waiver, but is sufficient if their consent approves the substance thereof. (d) An amendment, modification, supplement or waiver under this Section will become effective on receipt by the Trustee of consents from the Holders of the requisite percentage in principal amount of the outstanding Notes. After an amendment, modification, supplement or waiver under this Section becomes effective, the Company will send to the Holders affected thereby a notice briefly describing the amendment, modification, supplement or waiver. The Company will send copies of any documents pursuant to which adversely affects any such amendment, modification, supplement or waiver has been effected to Holders upon request. Any failure of the HoldersCompany to send such notice or copies, or any defect therein, will not, however, in any way impair or affect the validity of any such amendment, modification, supplement or waiver.

Amendments with Consent of Holders. (a) Amendments of the Indenture, the Intercreditor Agreement or any Security Document may be made by the The Company, the Subsidiary Guarantors, Guarantors and the Trustee and the Shared Security Agent with the consent of the Holders of not less than a majority in aggregate principal amount of the outstanding NotesNotes may amend this Indenture, the Notes or the Subsidiary Guarantees, and the Holders of a majority in principal amount of the outstanding Notes may waive future compliance by the Company, the Subsidiary Guarantors Company and the JV Subsidiary Guarantors with any provision of the this Indenture or the Notes or any Security Document or the Intercreditor AgreementNotes; provided, however, that no such modification, amendment or waiver may, without the consent of each Holder affected thereby: (i) change the Stated Maturity of the principal of, or any installment of interest on, any Note; (ii) reduce the principal amount of, or premium, if any, or interest on, any Note; (iii) change the place, currency or time of payment of principal of, or premium, if any, or interest on, any Note; (iv) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note; (v) reduce the above-stated percentage of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (vi) waive a default in the payment of principal of, premium, if any, or interest on the Notes; (vii) release any Subsidiary Guarantor or JV Subsidiary Guarantor from its Subsidiary Guarantee or JV Subsidiary Guarantee, as the case may be, except as provided in this Indenture; (viii) release any Collateral, except as provided in the Intercreditor Agreement, the Indenture and the Security Documents; (ix) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with certain provisions of this Indenture or for waiver of certain defaults; (xviii) release any Subsidiary Guarantor from its Subsidiary Guarantee, except as provided in this Indenture; (ix) amend, change or modify any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner that adversely affects the Holders; (xi) amend, change or modify any provision of any Security Document, or any provision of this Indenture or the Intercreditor Agreement relating to the Collateral, in a manner that adversely affects the Holders, except in accordance with the other provisions of this Indenture; (xiix) reduce the amount payable upon a Change of Control Offer or an Offer to Purchase with the Excess Proceeds from any an Asset Sale or change the time or manner by which a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any an Asset Sale may be made or by which the Notes must be repurchased pursuant to a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any an Asset Sale, whether through an amendment or waiver of provision in the covenants, definitions or otherwise, unless such amendment, waiver or modification shall be in effect prior to the occurrence of a Change of Control or the event giving rise to the repurchase of the Notes under Section 4.13; (xiiixi) change the redemption date or the redemption price of the Notes from that stated in Section 3.01 or Section 3.02; (xivxii) amend, change or modify the obligation of the Company, any Subsidiary Guarantor Company or any JV Subsidiary Guarantor to pay Additional Amounts; or (xvxiii) amend, change or modify any provision of this Indenture or the related definition affecting the ranking of the Notes or any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner which adversely affects the Holders. (b) It is not necessary for Holders to approve the particular form of any proposed amendment, supplement or waiver, but is sufficient if their consent approves the substance thereof. (c) An amendment, supplement or waiver under this Section 10.02 shall become effective on receipt by the Trustee of written consents from the Holders of the requisite percentage in principal amount of the outstanding Notes. After an amendment, supplement or waiver under this Section 10.02 becomes effective, the Company shall send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company shall send supplemental indentures to Holders upon request. Any failure of the Company to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

Amendments with Consent of Holders. With the consent (a) Amendments evidenced as provided in ARTICLE 8) of the IndentureRequired Holders (determined in accordance with ARTICLE 8 and including, the Intercreditor Agreement without limitation, consents obtained in connection with a repurchase of, or any Security Document may be made by tender or exchange offer for, Notes), the Company, the Subsidiary Guarantors, the Trustee and the Shared Notes Collateral Agent, at the Company’s expense, may from time to time and at any time amend or supplement this Indenture, the Notes Security Agent with Documents and the consent Intercreditor Agreement for the purpose of adding any provisions to or changing in any manner, waiving or eliminating any of the Holders provisions of not less than a majority in aggregate principal amount of this Indenture, the outstanding Notes, and the Holders of a majority in principal amount of the outstanding any supplemental indenture, any Notes may waive future compliance by the CompanySecurity Document, the Subsidiary Guarantors and the JV Subsidiary Guarantors with any provision of the Indenture or the Notes or any Security Document or the Intercreditor Agreement, or of modifying in any manner the rights of the Holders; provided, however, that no such modification, amendment or waiver maythat, without the consent of each Holder affected therebyof an outstanding Note affected, no such amendment or supplement shall: (ia) change the Stated Maturity of reduce the principal of, amount of Notes whose Holders must consent to an amendment; (b) reduce the rate of or any installment extend the stated time for payment of interest on, on any Note; (iic) reduce the principal amount of, of or premium, if any, or interest on, any Note; (iii) change extend the place, currency or time of payment of principal of, or premium, if any, or interest on, any Note; (iv) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) Date of any Note; (vd) reduce make any change that adversely affects the above-stated percentage conversion rights of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (vi) waive a default in the payment of principal of, premium, if any, or interest on the any Notes; (viie) release reduce the Redemption Price or the Repurchase Event Repurchase Price of any Subsidiary Guarantor Note or JV Subsidiary Guarantor from its Subsidiary Guarantee amend or JV Subsidiary Guaranteemodify in any manner adverse to the Holders the Company’s obligation to make such payments, as whether through an amendment or waiver of provisions in the case may becovenants, except as provided in this Indenturedefinitions or otherwise; (viiif) release make any CollateralNote payable in a currency, except as provided or at a place of payment, other than that stated in the Intercreditor Agreement, the Indenture and the Security DocumentsNote; (ix) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with certain provisions of this Indenture or for waiver of certain defaults; (x) amend, change or modify any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner that adversely affects the Holders; (xi) amend, change or modify any provision of any Security Document, or any provision of this Indenture or the Intercreditor Agreement relating to the Collateral, in a manner that adversely affects the Holders, except in accordance with the other provisions of this Indenture; (xii) reduce the amount payable upon a Change of Control Offer or an Offer to Purchase with the Excess Proceeds from any Asset Sale or change the time or manner by which a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale may be made or by which the Notes must be repurchased pursuant to a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale; (xiiig) change the redemption date or the redemption price ranking of the Notes from that stated in Section 3.01 or Section 3.02; (xiv) amend, change or modify the obligation of the Company, any Subsidiary Guarantor or any JV Subsidiary Guarantor to pay Additional AmountsNotes; or (xvh) amendmake any change in this ARTICLE 10 that requires each Holder’s consent or in the waiver provisions in Section 6.02 or Section 6.09. Upon the written request of the Company and the Subsidiary Guarantors, change and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid and subject to Section 10.05, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of such amendment of or modify any provision of supplement to this Indenture, the Notes Security Documents and the Intercreditor Agreement unless such amendment or supplement affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the related definition affecting Trustee may in its discretion, but shall not be obligated to, enter into such amendment or supplement. Holders do not need under this Section 10.02 to approve the ranking particular form of any proposed amendment or supplement. It shall be sufficient if such Holders approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall give to the Holders a notice (with a copy to the Trustee) briefly describing such supplemental indenture. 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 Notes amendment, supplement or any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner which adversely affects the Holderswaiver.

Amendments with Consent of Holders. (a) Amendments of this Indenture and the Indenture, the Intercreditor Agreement or any Security Document Bonds may be made by the Company, the Subsidiary Guarantors, Company and the Trustee and the Shared Security Agent with the consent of the Holders of not less than a majority in aggregate principal amount of the outstanding NotesBonds, and the Holders holders of a majority in principal amount of the outstanding Notes Bonds may waive future compliance by the Company, the Subsidiary Guarantors and the JV Subsidiary Guarantors Company with any provision of the this Indenture or the Notes or any Security Document or the Intercreditor AgreementBonds; provided, however, that no such modification, amendment or waiver may, without the consent of each Holder affected therebyHolders of not less than 66% in aggregate principal amount of the outstanding Bonds: (ia) change the Stated Maturity of the principal of, or any installment of interest on, any NoteBond; (iib) reduce the principal amount of, or premium, if any, or interest on, any NoteBond; (iiic) change the place, currency or time of payment of principal of, or premium, if any, or interest on, any NoteBond; (ivd) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any NoteBond; (ve) reduce the above-above stated percentage of outstanding Notes Bonds the consent of whose Holders is necessary to modify or amend this IndentureIndenture or to waive compliance with certain provisions of this Indenture or to waive certain defaults; (vif) waive a default in the payment of principal of, premium, if any, or interest on the NotesBonds; (vii) release any Subsidiary Guarantor or JV Subsidiary Guarantor from its Subsidiary Guarantee or JV Subsidiary Guarantee, as the case may be, except as provided in this Indenture; (viii) release any Collateral, except as provided in the Intercreditor Agreement, the Indenture and the Security Documents; (ixg) reduce the percentage or aggregate principal amount of outstanding Notes Bonds the consent of whose Holders is necessary for waiver of compliance with certain provisions of this Indenture or for waiver of certain defaults; (x) amend, change or modify any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner that adversely affects the Holders; (xi) amend, change or modify any provision of any Security Document, or any provision of this Indenture or the Intercreditor Agreement relating to the Collateral, in a manner that adversely affects the Holders, except in accordance with the other provisions of this Indenture; (xii) reduce the amount payable upon a Change of Control Offer or an Offer to Purchase with the Excess Proceeds from any Asset Sale or change the time or manner by which a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale may be made or by which the Notes must be repurchased pursuant to a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale; (xiiih) change the redemption date or the redemption price of the Notes Bonds from that stated in under Section 3.01 3.01, Section 3.02, Section 3.03 or Section 3.023.04; (xivi) amend, change or modify the obligation of the Company, any Subsidiary Guarantor or any JV Subsidiary Guarantor Company to pay Additional Tax Amounts; or (xvj) amend, change or modify any provision of this Indenture or the related definition affecting definitions to contractually subordinate in right of payment the ranking Bonds to any other indebtedness of the Notes Company (for the avoidance of doubt, the Bonds will not be contractually subordinated in right of payment to any other Indebtedness of the Company solely by virtue of being unsecured or any Subsidiary Guarantee or JV Subsidiary Guarantee in by virtue of being secured on a manner which adversely affects the Holdersjunior priority basis).

Amendments with Consent of Holders. (a) Amendments of the IndentureExcept as otherwise provided in Sections 5.01, the Intercreditor Agreement 5.03 or any Security Document may be made by 5.06 or paragraph (b), the Company, the Subsidiary GuarantorsIssuer, the Trustee Guarantors and the Shared Security Agent Trustee may amend or supplement the Indenture and the Notes with the written consent of the Holders of not less than a majority in aggregate principal amount of the outstanding NotesNotes (which may include consents obtained in connection with a tender offer or exchange offer), and the Holders of a majority in principal amount of the outstanding Notes by written notice to the Trustee may waive future compliance by the Company, the Subsidiary Guarantors Issuer and the JV Subsidiary Guarantors with any provision of the Indenture or the Notes (which may include waivers obtained in connection with a tender offer or any Security Document or exchange offer). (b) Notwithstanding the Intercreditor Agreement; provided, however, that no such modification, amendment or waiver mayprovisions of paragraph (a), without the consent of each Holder affected thereby:affected, an amendment or waiver may not (i) change reduce the Stated Maturity amount of the principal ofNotes whose Holders must consent to an amendment, supplement or any installment of interest on, any Note;waiver, (ii) reduce the principal amount ofrate of or change the time for payment of any interest, or premiumincluding default interest, if any, or interest on, on any Note;, (iii) reduce principal of or change the place, currency fixed maturity of any Note or time of payment of principal of, alter the provisions (including related definitions) with respect to redemptions described under Section 3.01 or premium, if any, or interest on, any Note;with respect to mandatory offers to repurchase Notes described under Section 4.10 and 4.12, (iv) impair the right to institute suit for the enforcement of make any payment on or after the Stated Maturity (or, Note payable in money other than that stated in the case of a redemption, on or after the redemption date) of any Note;, (v) reduce modify the above-stated percentage ranking or priority of outstanding the Notes the consent of whose Holders is necessary to modify or amend this Indenture;any Guarantee, (vi) waive a default make any change in the payment of principal of, premium, if any, Section 5.03 or interest on the Notes;5.06, (vii) release any Subsidiary Guarantor or JV Subsidiary Guarantor from any of its Subsidiary obligations under its Guarantee or JV Subsidiary Guaranteethe Indenture otherwise than in accordance with the Indenture, as the case may be, except as provided in this Indenture;or (viii) release any Collateral, except as provided waive a continuing Default or Event of Default in the Intercreditor Agreement, payment of principal of or interest or Additional Interest on the Indenture and the Security Documents;Notes. (ixc) reduce It is not necessary for Holders to approve the particular form of any proposed amendment, supplement or waiver, but is sufficient if their consent approves the substance thereof. (d) An amendment, supplement or waiver under this Section will become effective on receipt by the Trustee of written consents from the Holders of the requisite percentage or aggregate in principal amount of the outstanding Notes Notes. After an amendment, supplement or waiver under this Section becomes effective, the consent Issuer will send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Issuer will send supplemental indentures to Holders upon request. Any failure of whose Holders is necessary for waiver of compliance with certain provisions of this Indenture or for waiver of certain defaults; (x) amend, change or modify any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner that adversely affects the Holders; (xi) amend, change or modify any provision of any Security DocumentIssuer to send such notice, or any provision of this Indenture or the Intercreditor Agreement relating to the Collateraldefect therein, will not, however, in a manner that adversely affects any way impair or affect the Holders, except in accordance with the other provisions validity of this Indenture; (xii) reduce the amount payable upon a Change of Control Offer any such supplemental indenture or an Offer to Purchase with the Excess Proceeds from any Asset Sale or change the time or manner by which a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale may be made or by which the Notes must be repurchased pursuant to a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale; (xiii) change the redemption date or the redemption price of the Notes from that stated in Section 3.01 or Section 3.02; (xiv) amend, change or modify the obligation of the Company, any Subsidiary Guarantor or any JV Subsidiary Guarantor to pay Additional Amounts; or (xv) amend, change or modify any provision of this Indenture or the related definition affecting the ranking of the Notes or any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner which adversely affects the Holderswaiver.

Amendments with Consent of Holders. (a) Amendments of the IndentureExcept as otherwise provided in Sections 5.01, the Intercreditor Agreement 5.03 and 5.06 or any Security Document may be made by paragraph (b), the Company, the Subsidiary GuarantorsIssuer, the Trustee Guarantors and the Shared Security Agent Trustee may amend the Indenture and the Notes with the written consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes, and the Holders of a majority in principal amount of the outstanding Notes by written notice to the Trustee may waive future compliance by the Company, the Subsidiary Guarantors Issuer and the JV Subsidiary Guarantors with any provision of the Indenture or the Notes or any Security Document or Notes. (b) Notwithstanding the Intercreditor Agreement; provided, however, that no such modification, amendment or waiver mayprovisions of paragraph (a), without the consent of each Holder affected thereby:affected, an amendment or waiver may not (i) change reduce the Stated Maturity amount of the principal ofNotes whose Holders must consent to an amendment, supplement or any installment of interest on, any Note;waiver, (ii) reduce the principal amount ofrate of or change the time for payment of any interest, or premiumincluding default interest, if any, or interest on, on any Note;, (iii) reduce principal of or change the place, currency fixed maturity of any Note or time of payment of principal of, alter the provisions (including related definitions) with respect to redemptions described under Section 3.01 or premium, if any, or interest on, any Note;with respect to mandatory offers to repurchase Notes described under Section 4.10 and 4.12, (iv) impair the right to institute suit for the enforcement of make any payment on or after the Stated Maturity (or, Note payable in money other than that stated in the case of a redemption, on or after the redemption date) of any Note;, (v) reduce modify the above-stated percentage ranking or priority of outstanding the Notes the consent of whose Holders is necessary to modify or amend this Indenture;any Guarantee, (vi) waive a default make any change in the payment of principal of, premium, if any, Section 5.03 or interest on the Notes;5.06, (vii) release any Subsidiary Guarantor or JV Subsidiary Guarantor from any of its Subsidiary obligations under its Guarantee or JV Subsidiary Guaranteethe Indenture otherwise than in accordance with the Indenture, as the case may be, except as provided in this Indenture;or (viii) release any Collateral, except as provided waive a continuing Default or Event of Default in the Intercreditor Agreement, payment of principal of or interest or Liquidated Damages on the Indenture and the Security Documents;Notes. (ixc) reduce It is not necessary for Holders to approve the particular form of any proposed amendment, supplement or waiver, but is sufficient if their consent approves the substance thereof. (d) An amendment, supplement or waiver under this Section will become effective on receipt by the Trustee of written consents from the Holders of the requisite percentage or aggregate in principal amount of the outstanding Notes Notes. After an amendment, supplement or waiver under this Section becomes effective, the consent Issuer will send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Issuer will send supplemental indentures to Holders upon request. Any failure of whose Holders is necessary for waiver of compliance with certain provisions of this Indenture or for waiver of certain defaults; (x) amend, change or modify any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner that adversely affects the Holders; (xi) amend, change or modify any provision of any Security DocumentIssuer to send such notice, or any provision of this Indenture or the Intercreditor Agreement relating to the Collateraldefect 62 therein, will not, however, in a manner that adversely affects any way impair or affect the Holders, except in accordance with the other provisions validity of this Indenture; (xii) reduce the amount payable upon a Change of Control Offer any such supplemental indenture or an Offer to Purchase with the Excess Proceeds from any Asset Sale or change the time or manner by which a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale may be made or by which the Notes must be repurchased pursuant to a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale; (xiii) change the redemption date or the redemption price of the Notes from that stated in Section 3.01 or Section 3.02; (xiv) amend, change or modify the obligation of the Company, any Subsidiary Guarantor or any JV Subsidiary Guarantor to pay Additional Amounts; or (xv) amend, change or modify any provision of this Indenture or the related definition affecting the ranking of the Notes or any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner which adversely affects the Holderswaiver.

Amendments with Consent of Holders. (a) Amendments of the Indenture, the Intercreditor Agreement or any Security Document may be made by the Company, the Subsidiary Guarantors, the Trustee and the Shared Security Agent with With the consent of the Holders of not less than a majority in aggregate principal amount Principal Amount of the outstanding Notesthen-Outstanding Notes of each Series affected thereby (other than Holders which are Issuer Affiliates and the Outstanding Notes owned by such Holders), and the Issuer may amend this Base MTN Agreement, the Series MTN Agreement and/or the Notes of a Series for the purpose of adding any provisions to or changing in any manner, or eliminating any of the provisions of this Base MTN Agreement or any Series MTN Agreement, or modifying in any manner the rights of the Holders of a majority in principal amount the Notes of the outstanding Notes may waive future compliance by the Company, the Subsidiary Guarantors and the JV Subsidiary Guarantors with any provision of the Indenture such Series (or the Notes or any Security Document or the Intercreditor related Series MTN Agreement) and under this Base MTN Agreement; provided, however, that no such modification, amendment or waiver mayshall, without the consent of the Holder of each Holder Outstanding Note affected thereby: (ia) modify any of the provisions of Section 2.8; (b) change the Stated Maturity Date of the principal Principal of, or any installment of interest on, any Note; (ii) reduce the principal amount of, or premium, if any, Principal or interest on, any Note; such Note (iii) other than any resubscription or extension in accordance with the terms of the Notes, the relevant Series MTN Agreement and this Base MTN Agreement), or reduce the Principal Amount thereof or the rate of interest thereon that would be due and payable upon a declaration of acceleration of maturity thereof pursuant to Section 5.2, or change the placePlace of Payment where, or change the coin or currency or time of payment in which, any installment of principal of, or premium, if any, of or interest on, any Note; (iv) such Note is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any NoteDate thereof; (vc) modify the definition of “Controlling Noteholders” or otherwise reduce the above-stated percentage in Principal Amount of outstanding the Outstanding Notes of any Series, the consent of whose Holders is necessary to modify or amend this Indenture; (vi) waive a default in the payment of principal of, premium, if anyrequired for any such amendment, or interest on the Notes; (vii) release any Subsidiary Guarantor or JV Subsidiary Guarantor from its Subsidiary Guarantee or JV Subsidiary Guarantee, as the case may be, except as provided in this Indenture; (viii) release any Collateral, except as provided in the Intercreditor Agreement, the Indenture and the Security Documents; (ix) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary required for any waiver (of compliance with certain provisions of this Indenture Base MTN Agreement, any Series MTN Agreement or certain defaults hereunder and their consequences) with respect to the Notes of such Series provided for waiver of certain defaults;in this Base MTN Agreement or any relevant Series MTN Agreement; or (xd) amend, change or modify any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner that adversely affects of the Holders; (xi) amend, change or modify any provision of any Security Document, or any provision provisions of this Indenture Section 8.2, Section 5.5 or the Intercreditor Agreement relating to the Collateral, in a manner that adversely affects the HoldersSection 5.8, except in accordance with to increase the percentage of Outstanding Notes of such Series required for such actions to provide that certain other provisions of this Indenture; (xii) reduce Base MTN Agreement or a Series MTN Agreement cannot be modified or waived without the amount payable upon a Change consent of Control Offer the Holder of each Outstanding Note affected thereby. Any agreement which changes or an Offer to Purchase with the Excess Proceeds from eliminates any Asset Sale or change the time or manner by which a Change of Control Offer or an Offer to Purchase with the Excess Proceeds covenant or other proceeds from any Asset Sale may be made or by which the Notes must be repurchased pursuant to a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale; (xiii) change the redemption date or the redemption price of the Notes from that stated in Section 3.01 or Section 3.02; (xiv) amend, change or modify the obligation of the Company, any Subsidiary Guarantor or any JV Subsidiary Guarantor to pay Additional Amounts; or (xv) amend, change or modify any provision of this Indenture Base MTN Agreement or a Series MTN Agreement which has expressly been included solely for the related definition affecting benefit of one or more particular Series of Notes, or which modifies the ranking rights of the Holders of Notes of such Series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Base MTN Agreement of the Holders of Notes of any Subsidiary Guarantee other Series (or JV Subsidiary Guarantee in under the Series MTN Agreement for any such Series). It shall not be necessary for the consent of the Holders under this Section 8.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 8.2 becomes effective, the Issuer shall electronically transmit to each Holder of the particular Notes affected thereby a manner which adversely affects notice briefly describing the Holdersamendment.

Amendments with Consent of Holders. (a) Amendments of With the Indenture, the Intercreditor Agreement or any Security Document may be made by the Company, the Subsidiary Guarantors, the Trustee and the Shared Security Agent with the written consent of the Holders of not less than a majority in aggregate principal amount 66-2/3% of the outstanding unpaid principal balance of the Notes, (x) Nonaffiliated Partner Trustee and Partnership may take any action prohibited, or omit the Holders taking of a majority in principal amount any action required, by any of the outstanding Notes provisions of this Indenture or any agreement supplemental hereto, (y) Nonaffiliated Partner Trustee, Partnership and Indenture Trustee may waive future compliance by enter into such written supplemental agreements to add any provisions to or to change or eliminate any provisions of this Indenture or of any such supplemental agreements, or to modify the Companyrights of Holders, or (z) Nonaffiliated Partner Trustee and Partnership may enter into such written supplemental agreements to add any provisions to or to change or eliminate any provisions of the Partnership Agreement, the Subsidiary Guarantors and Services Agreement, the JV Subsidiary Guarantors with any provision of the Indenture O&M Agreement or the Notes Guaranty or of any Security Document supplemental agreements thereto, or to modify the Intercreditor Agreementobligations of Nonaffiliated Partner Trustee, Partnership, General Partner, Affiliated Partner, Operator, Service Taker or Guarantor thereunder; provided, however, that no such modification, amendment or waiver maythat, without the consent of each Holder affected thereby, an amendment under this Section 11.3 may not: (i) change the Stated Maturity of the principal ofreduce any amount payable with respect to, or any installment of interest onprincipal, any Note; (ii) reduce the principal amount of, or premiumPremium, if any, or interest on, any NoteNote held by such Holder; (iiiii) change the place, currency or time of payment of date on which any principal of, or premiumPremium, if any, or interest onon any Note held by such Holder, is due or payable or otherwise affect the terms of (iii) reduce the amount of any Notecapital contribution to be contributed or any Priority Distribution, Supplemental Priority Distribution or Special Distribution to be distributed under the Partnership Agreement so that the same is less than the scheduled payment of principal of, Premium, if any, and interest on any Notes held by such Holder intended to be made by Nonaffiliated Partner Trustee from such distributions; (iv) impair create any Lien on the right to institute suit for Indenture Estate except such as are permitted by this Indenture, or deprive any Holders of the enforcement benefit of any payment the Lien on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any NoteIndenture Estate created by this Indenture; (v) reduce the above-stated percentage in principal amount of outstanding Notes the Outstanding Notes, the consent of whose Holders is necessary to modify or amend this Indenture; (vi) waive a default in the payment of principal of, premium, if anyrequired for any such supplemental agreement, or interest on the Notes; (vii) release any Subsidiary Guarantor or JV Subsidiary Guarantor from its Subsidiary Guarantee or JV Subsidiary Guarantee, as the case may be, except as provided in this Indenture; (viii) release any Collateral, except as provided in the Intercreditor Agreement, the Indenture and the Security Documents; (ix) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary required for any waiver (of compliance with certain provisions of this Indenture or of defaults hereunder or their consequences) provided for waiver of certain defaults; (x) amend, change or modify any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner that adversely affects the Holders; (xi) amend, change or modify any provision of any Security Document, or any provision of this Indenture or the Intercreditor Agreement relating to the Collateral, in a manner that adversely affects the Holders, except in accordance with the other provisions of this Indenture; (xii) reduce the amount payable upon a Change of Control Offer or an Offer to Purchase with the Excess Proceeds from any Asset Sale or change the time or manner by which a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale may be made or by which the Notes must be repurchased pursuant to a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale; (xiii) change the redemption date or the redemption price of the Notes from that stated in Section 3.01 or Section 3.02; (xiv) amend, change or modify the obligation of the Company, any Subsidiary Guarantor or any JV Subsidiary Guarantor to pay Additional Amounts; or (xvvi) amendmake any change in Sections 8.5 through 8.8 or this Section 11.3(a). (b) Promptly after the execution by Nonaffiliated Partner Trustee and Indenture Trustee of any supplemental agreement or other amendment pursuant to Section 11.1, change 11.2 or modify any provision this 11.3, Indenture Trustee shall transmit by first-class mail a notice, setting forth in general terms the substance of this such supplemental agreement or other amendment, together with a conformed copy thereof, to all Holders, as the names and addresses of such Holders appear on the Register. Any failure of Indenture or the related definition affecting the ranking of the Notes Trustee to mail such notice, or any Subsidiary Guarantee defect therein, shall not, however, in any way impair or JV Subsidiary Guarantee in a manner which adversely affects affect the Holdersvalidity of any such supplemental agreement.

Amendments with Consent of Holders. (a) Amendments of the IndentureExcept as otherwise provided in Sections 5.01, the Intercreditor Agreement 5.03 and 5.06 or any Security Document may be made by paragraph (b), the Company, the Subsidiary GuarantorsIssuer, the Trustee Guarantors and the Shared Security Agent Trustee may amend the Indenture and the Notes with the written consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes, and the Holders of a majority in principal amount of the outstanding Notes by written notice to the Trustee may waive future compliance by the Company, the Subsidiary Guarantors Issuer and the JV Subsidiary Guarantors with any provision of the Indenture or the Notes or any Security Document or Notes. (b) Notwithstanding the Intercreditor Agreement; provided, however, that no such modification, amendment or waiver mayprovisions of paragraph (a), without the consent of each Holder affected thereby:affected, an amendment or waiver may not (i) change reduce the Stated Maturity amount of the principal ofNotes whose Holders must consent to an amendment, supplement or any installment of interest on, any Note;waiver, (ii) reduce the principal amount ofrate of or change the time for payment of any interest, or premiumincluding default interest, if any, or interest on, on any Note;, (iii) reduce principal of or change the place, currency fixed maturity of any Note or time of payment of principal of, alter the provisions (including related definitions) with respect to redemptions described under Section 3.01 or premium, if any, or interest on, any Note;with respect to mandatory offers to repurchase Notes described under Section 4.10 and 4.12, (iv) impair the right to institute suit for the enforcement of make any payment on or after the Stated Maturity (or, Note payable in money other than that stated in the case of a redemption, on or after the redemption date) of any Note;, (v) reduce modify the above-stated percentage ranking or priority of outstanding the Notes the consent of whose Holders is necessary to modify or amend this Indenture;any Guarantee, (vi) waive a default make any change in the payment of principal of, premium, if any, Section 5.03 or interest on the Notes;5.06, (vii) release any Subsidiary Guarantor or JV Subsidiary Guarantor from any of its Subsidiary obligations under its Guarantee or JV Subsidiary Guaranteethe Indenture otherwise than in accordance with the Indenture, as the case may be, except as provided in this Indenture;or (viii) release any Collateral, except as provided waive a continuing Default or Event of Default in the Intercreditor Agreement, payment of principal of or interest or Liquidated Damages on the Indenture and the Security Documents;Notes. (ixc) reduce It is not necessary for Holders to approve the particular form of any proposed amendment, supplement or waiver, but is sufficient if their consent approves the substance thereof. (d) An amendment, supplement or waiver under this Section will become effective on receipt by the Trustee of written consents from the Holders of the requisite percentage or aggregate in principal amount of the outstanding Notes Notes. After an amendment, supplement or waiver under this Section becomes effective, the consent Issuer will send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Issuer will send supplemental indentures to Holders upon request. Any failure of whose Holders is necessary for waiver of compliance with certain provisions of this Indenture or for waiver of certain defaults; (x) amend, change or modify any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner that adversely affects the Holders; (xi) amend, change or modify any provision of any Security DocumentIssuer to send such notice, or any provision of this Indenture or the Intercreditor Agreement relating to the Collateraldefect therein, will not, however, in a manner that adversely affects any way impair or affect the Holders, except in accordance with the other provisions validity of this Indenture; (xii) reduce the amount payable upon a Change of Control Offer any such supplemental indenture or an Offer to Purchase with the Excess Proceeds from any Asset Sale or change the time or manner by which a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale may be made or by which the Notes must be repurchased pursuant to a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale; (xiii) change the redemption date or the redemption price of the Notes from that stated in Section 3.01 or Section 3.02; (xiv) amend, change or modify the obligation of the Company, any Subsidiary Guarantor or any JV Subsidiary Guarantor to pay Additional Amounts; or (xv) amend, change or modify any provision of this Indenture or the related definition affecting the ranking of the Notes or any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner which adversely affects the Holderswaiver.

Amendments with Consent of Holders. (a) Amendments Except as otherwise provided in Sections 5.01, 5.03 and 5.06 or Section 9.02(b) of the Indenturethis Section, the Intercreditor Agreement or any Security Document may be made by the Company, the Subsidiary GuarantorsIssuer, the Trustee Guarantors and the Shared Security Agent Trustee, as applicable, may amend or supplement this Indenture, the Notes and the Guarantees with the consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes (which may include written consents obtained in connection with a tender offer or exchange offer for Notes), and the Holders of a majority in principal amount of the outstanding Notes by written notice to the Trustee may waive future compliance by the Company, the Subsidiary Guarantors Issuer and the JV Subsidiary Guarantors with any provision of the Indenture or this Indenture, the Notes or any Security Document the Guarantees (which may include waivers obtained in connection with a tender offer or exchange offer for Notes). (b) Notwithstanding the Intercreditor Agreement; provided, however, that no such modification, amendment or waiver mayprovisions of paragraph (a) of this Section 9.02, without the consent of each Holder affected therebyaffected, an amendment or waiver may not: (i) change reduce the Stated Maturity amount of the principal ofNotes whose Holders must consent to an amendment, supplement or any installment of interest on, any Note;waiver, (ii) reduce the principal amount rate of, or premium, if any, or interest onextend the time for payment of, any interest, including default interest, on any Note;, (iii) change the place, currency or time of payment of reduce principal of, or premium, if any, or interest onchange the fixed maturity of, any Note;Note or alter the provisions (including related definitions, except amendments to the definitions of “Asset Disposition,” “Change of Control” and “Permitted Hovnanian Holders”) with respect to redemptions described under Article 3 or with respect to mandatory offers to repurchase Notes described under Section 4.10 and Section 4.12, (iv) impair the right to institute suit for the enforcement of make any payment on or after the Stated Maturity (or, Note payable in money other than that stated in the case of a redemption, on or after the redemption date) of any Note;, (v) reduce modify the above-stated percentage ranking of outstanding the Notes the consent of whose Holders is necessary to modify or amend this Indenture;any Guarantee, (vi) make any change in Sections 5.03 or Section 5.06, (vii) release any Guarantor from any of its obligations under its Guarantee or this Indenture otherwise than in accordance with this Indenture, or (viii) waive a default continuing Default or Event of Default in the payment of principal of, premium, if any, or interest interest, if any, on the Notes; Notes (vii) release any Subsidiary Guarantor or JV Subsidiary Guarantor from its Subsidiary Guarantee or JV Subsidiary Guarantee, as except a rescission of acceleration of the case may be, except as provided Notes by the Holders of at least a majority in this Indenture; (viii) release any Collateral, except as provided in the Intercreditor Agreement, the Indenture and the Security Documents; (ix) reduce the percentage or aggregate principal amount of the then outstanding Notes with respect to a nonpayment default and a waiver of the consent of whose Holders payment default that resulted from such acceleration). (c) It is not necessary for waiver Holders to approve the particular form of compliance with certain provisions of this Indenture any proposed amendment, supplement or for waiver of certain defaults;waiver, but is sufficient if their consent approves the substance thereof. (xd) amendAn amendment, change supplement or modify any Subsidiary Guarantee waiver under this Section 9.02 shall become effective on receipt by the Trustee of written consents from the Holders of the requisite percentage in principal amount of the outstanding Notes. After an amendment, supplement or JV Subsidiary Guarantee in waiver under this Section 9.02 becomes effective, the Issuer (or the Trustee at the request and expense of the Issuer) will send to the Holders affected thereby a manner that adversely affects notice briefly describing the Holders; (xi) amendamendment, change supplement or modify any provision waiver. The Issuer will send supplemental indentures to Holders upon request. Any failure of any Security Documentthe Issuer to send such notice, or any provision of this Indenture or the Intercreditor Agreement relating to the Collateraldefect therein, will not, however, in a manner that adversely affects any way impair or affect the Holdersvalidity of any such supplemental indenture, except in accordance with the other provisions of this Indenture; (xii) reduce the amount payable upon a Change of Control Offer amendment or an Offer to Purchase with the Excess Proceeds from any Asset Sale or change the time or manner by which a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale may be made or by which the Notes must be repurchased pursuant to a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale; (xiii) change the redemption date or the redemption price of the Notes from that stated in Section 3.01 or Section 3.02; (xiv) amend, change or modify the obligation of the Company, any Subsidiary Guarantor or any JV Subsidiary Guarantor to pay Additional Amounts; or (xv) amend, change or modify any provision of this Indenture or the related definition affecting the ranking of the Notes or any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner which adversely affects the Holderswaiver.

Amendments with Consent of Holders. (a) Amendments of the IndentureExcept as otherwise provided in Section 6.02 or Section 9.02(b), the Intercreditor Agreement or any Security Document may be made by the Company, the Subsidiary Guarantors, Company and the Trustee may amend this Indenture and the Shared Security Agent Notes with the written consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes, and the Holders of a majority in principal amount of the outstanding Notes may waive future compliance by the Company, the Subsidiary Guarantors and the JV Subsidiary Guarantors Company with any provision of the this Indenture or the Notes or any Security Document or Notes. (b) Notwithstanding the Intercreditor Agreement; provided, however, that no such modification, amendment or waiver mayprovisions of Section 9.02(a), without the consent of each Holder affected therebyaffected, an amendment or waiver may not: (i) reduce the principal amount of or change the Stated Maturity of the principal of, or any installment of interest on, principal of any Note; (ii) reduce the principal amount of, rate of or premium, if any, or change the Stated Maturity of any interest on, payment on any Note; (iii) change reduce the placeamount payable upon the redemption of any Note in respect of an optional redemption, currency or the times at which any Note may be redeemed or, once notice of redemption has been given, the time of payment of principal of, or premium, if any, or interest on, any Noteat which the Note must thereupon be redeemed; (iv) after the time an Offer to Purchase is required to have been made, reduce the purchase amount or purchase price, or extend the latest expiration date or purchase date thereunder; (v) make any Note payable in currency other than that stated in the Note or at a place of payment other than that stated in the Notes; (vi) impair the contractual right as forth in this Indenture of any Holder to receive any principal payment or interest payment on such Holder’s Notes, on or after the Stated Maturity thereof, or to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note; (v) reduce the above-stated percentage of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (vi) waive a default in the payment of principal of, premium, if any, or interest on the Notessuch payment; (vii) release make any Subsidiary Guarantor change in the percentage of the principal amount of the Notes required for amendments or JV Subsidiary Guarantor from its Subsidiary Guarantee or JV Subsidiary Guarantee, as the case may be, except as provided in this Indenture;waivers; or (viii) release any Collateral, except as provided in the Intercreditor Agreement, the Indenture and the Security Documents; (ix) reduce the percentage modify or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with certain provisions of this Indenture or for waiver of certain defaults; (x) amend, change or modify any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner that adversely affects the Holders; (xi) amend, change or modify any provision of any Security Document, or any provision of this Indenture or the Intercreditor Agreement relating to the Collateral, in a manner that adversely affects the Holders, except in accordance with the other provisions of this Indenture; (xii) reduce the amount payable upon a Change of Control Offer or an Offer to Purchase with the Excess Proceeds from any Asset Sale or change the time or manner by which a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale may be made or by which the Notes must be repurchased pursuant to a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale; (xiii) change the redemption date or the redemption price of the Notes from that stated in Section 3.01 or Section 3.02; (xiv) amend, change or modify the obligation of the Company, any Subsidiary Guarantor or any JV Subsidiary Guarantor to pay Additional Amounts; or (xv) amend, change or modify any provision of this Indenture or the related definition affecting the ranking of the Notes or any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner which adversely affects adverse to the Holders. (c) It is not necessary for Holders to approve the particular form of any proposed amendment, supplement or waiver, but is sufficient if their consent approves the substance thereof. (d) An amendment, supplement or waiver under this Section will become effective on receipt by the Trustee of written consents from the Holders of the requisite percentage in principal amount of the outstanding Notes.

Amendments with Consent of Holders. (a) Amendments of the IndentureExcept as otherwise provided in Section 6.07 or paragraph (b), the Intercreditor Agreement or any Security Document may be made by the Company, the Subsidiary Guarantors, Company and the Trustee may amend the Indenture and the Shared Security Agent Notes with the written consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes, and the Holders of a majority in principal amount of the outstanding Notes by written notice to the Trustee may waive future compliance by the Company, the Subsidiary Guarantors and the JV Subsidiary Guarantors Company with any provision of the Indenture or the Notes or any Security Document or Notes. (b) Notwithstanding the Intercreditor Agreement; provided, however, that no such modification, amendment or waiver mayprovisions of paragraph (a), without the consent of each Holder affected thereby:affected, an amendment or waiver may not (i) change the Stated Maturity of the principal of, or any installment of interest on, any Note; (ii) reduce the principal amount of, Fundamental Change Purchase Price or premium, if anyMandatory Repurchase Price with respect to, or any premium or interest payment on, any Note;, (ii) make any Note payable in currency or securities other than that stated in the Note, (iii) change the place, currency or time Stated Maturities of payment any installment of principal of, or premium, if any, or interest on, of any Note;, (iv) make any change that adversely affects the Holders’ right to convert any Note, (v) make any change that adversely affects the Holders’ right to require the Company to purchase the Notes in accordance with the terms thereof and this Indenture, (vi) impair the right to convert or receive any principal or interest payment with respect to, a Note, or right to institute suit for the enforcement of any payment on with respect to, or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note; (v) reduce the above-stated percentage of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (vi) waive a default in the payment of principal conversion of, premium, if any, or interest on the Notes;, or (vii) release make any Subsidiary Guarantor or JV Subsidiary Guarantor from its Subsidiary Guarantee or JV Subsidiary Guarantee, as the case may be, except as provided in this Indenture; (viii) release any Collateral, except as provided change in the Intercreditor Agreement, percentage of the Indenture and the Security Documents; (ix) reduce the percentage or aggregate principal amount of outstanding the Notes the consent of whose Holders required for amendments or waivers. (c) It is not necessary for waiver Noteholders to approve the particular form of compliance with certain provisions of this Indenture any proposed amendment, supplement or for waiver of certain defaults;waiver, but is sufficient if their consent approves the substance thereof. (xd) amendAn amendment, change supplement or modify any Subsidiary Guarantee waiver under this Section will become effective on receipt by the Trustee of written consents from the Holders of the requisite percentage in principal amount of the outstanding Notes. After an amendment, supplement or JV Subsidiary Guarantee in waiver under this Section becomes effective, the Company will send to the Holders affected thereby a manner that adversely affects notice briefly describing the Holders; (xi) amendamendment, change supplement or modify any provision waiver. The Company will send supplemental indentures to Holders upon request. Any failure of any Security Documentthe Company to send such notice, or any provision defect therein, will not, however, in any way impair or affect the validity of this Indenture any such supplemental indenture or the Intercreditor Agreement relating waiver. (e) With respect to the Collateralamendments set forth in Section 9.01 and this Section 9.02, in a manner that adversely affects no such amendment to cure any ambiguity, defect or inconsistency made solely to conform the Holders, except in accordance with Indenture to the other provisions of this Indenture; (xii) reduce the amount payable upon a Change of Control Offer or an Offer to Purchase with the Excess Proceeds from any Asset Sale or change the time or manner by which a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale may be made or by which the Notes must be repurchased pursuant to a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale; (xiii) change the redemption date or the redemption price description of the Notes from that stated as set forth in Section 3.01 or Section 3.02; (xiv) amend, change or modify any final offering memorandum will be deemed to adversely affect the obligation interests of the Company, any Subsidiary Guarantor or any JV Subsidiary Guarantor to pay Additional Amounts; or (xv) amend, change or modify any provision Noteholders. Table of this Indenture or the related definition affecting the ranking of the Notes or any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner which adversely affects the Holders.Contents

Amendments with Consent of Holders. (a) Amendments Except as otherwise provided in Sections 5.01, 5.03 and 5.06 or Section 9.02(b) and Section 9.02(c) of the Indenturethis Section, the Intercreditor Agreement or any Security Document may be made by the Company, the Subsidiary Issuer, the Guarantors, the Trustee Trustee, the Collateral Agent and the Shared Mortgage Tax Collateral Agent, as applicable, may amend or supplement this Indenture, the Notes, the Guarantees and the Security Agent Documents with the consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes (which may include written consents obtained in connection with a tender offer or exchange offer for Notes), and the Holders of a majority in principal amount of the outstanding Notes by written notice to the Trustee may waive future compliance by the Company, the Subsidiary Guarantors Issuer and the JV Subsidiary Guarantors with any provision of this Indenture, the Indenture Notes, the Guarantees or the Notes Security Documents (which may include waivers obtained in connection with a tender offer or any Security Document or exchange offer for Notes). (b) Notwithstanding the Intercreditor Agreement; provided, however, that no such modification, amendment or waiver mayprovisions of paragraph (a) of this Section 9.02, without the consent of of, or notice to, each Holder affected therebyaffected, an amendment or waiver may not: (i) change reduce the Stated Maturity amount of the principal ofNotes whose Holders must consent to an amendment, supplement or any installment of interest on, any Note;waiver, (ii) reduce the principal amount rate of, or premium, if any, or interest onextend the time for payment of, any interest, including default interest, on any Note;, (iii) change the place, currency or time of payment of reduce principal of, or premium, if any, or interest onchange the fixed maturity of, any Note;Note or alter the provisions (including related definitions) with respect to redemptions described under Article 3 or with respect to mandatory offers to repurchase Notes described under Section 4.10 and Section 4.12, (iv) impair the right to institute suit for the enforcement of make any payment on or after the Stated Maturity (or, Note payable in money other than that stated in the case of a redemption, on or after the redemption date) of any Note;, (v) reduce modify the above-stated percentage ranking or priority of outstanding the Notes the consent of whose Holders is necessary to modify or amend this Indenture;any Guarantee, (vi) make any change in Sections 5.03 or Section 5.06, (vii) release any Guarantor from any of its obligations under its Guarantee or this Indenture otherwise than in accordance with this Indenture, or (viii) waive a default continuing Default or Event of Default in the payment of principal of, premium, if any, or interest interest, if any, on the Notes;. (viic) release any Subsidiary Guarantor or JV Subsidiary Guarantor from its Subsidiary Guarantee or JV Subsidiary Guarantee, as Without the case may be, except as provided consent of the Holders of at least 662/3% in this Indenture; (viii) release any Collateral, except as provided in the Intercreditor Agreement, the Indenture and the Security Documents; (ix) reduce the percentage or aggregate principal amount of outstanding Notes the consent Notes, the Company, the Issuer, the Guarantors, the Trustee and the Collateral Agent may not effect a release of whose Holders all or substantially all of the Collateral other than pursuant to the terms of the Security Documents or as otherwise permitted under this Indenture. (d) It is not necessary for waiver Holders to approve the particular form of compliance with certain provisions of this Indenture any proposed amendment, supplement or for waiver of certain defaults;waiver, but is sufficient if their consent approves the substance thereof. (xe) amendAn amendment, change supplement or modify any Subsidiary Guarantee waiver under this Section 9.02 shall become effective on receipt by the Trustee of written consents from the Holders of the requisite percentage in principal amount of the outstanding Notes. After an amendment, supplement or JV Subsidiary Guarantee in waiver under this Section 9.02 becomes effective, the Issuer (or the Trustee at the request and expense of the Issuer) will send to the Holders affected thereby a manner that adversely affects notice briefly describing the Holders; (xi) amendamendment, change supplement or modify any provision waiver. The Issuer will send supplemental indentures to Holders upon request. Any failure of any Security Documentthe Issuer to send such notice, or any provision of this Indenture or the Intercreditor Agreement relating to the Collateraldefect therein, will not, however, in a manner that adversely affects any way impair or affect the Holdersvalidity of any such supplemental indenture, except in accordance with the other provisions of this Indenture; (xii) reduce the amount payable upon a Change of Control Offer amendment or an Offer to Purchase with the Excess Proceeds from any Asset Sale or change the time or manner by which a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale may be made or by which the Notes must be repurchased pursuant to a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale; (xiii) change the redemption date or the redemption price of the Notes from that stated in Section 3.01 or Section 3.02; (xiv) amend, change or modify the obligation of the Company, any Subsidiary Guarantor or any JV Subsidiary Guarantor to pay Additional Amounts; or (xv) amend, change or modify any provision of this Indenture or the related definition affecting the ranking of the Notes or any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner which adversely affects the Holderswaiver.

Amendments with Consent of Holders. (a) Amendments of the IndentureExcept as otherwise provided in Sections 6.02, the Intercreditor Agreement 6.04 and 6.07 or any Security Document may be made by paragraph (b), the Company, the Subsidiary Guarantors, Guarantors and the Trustee may amend, modify or supplement this Indenture and the Shared Security Agent Notes with the consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes, and the Holders of a majority in aggregate principal amount of the outstanding Notes by written notice to the Trustee may waive future compliance by the Company, the Subsidiary Guarantors and the JV Subsidiary Guarantors Company with any provision of the this Indenture or the Notes or any Security Document or Notes. (b) Notwithstanding the Intercreditor Agreement; provided, however, that no such modification, amendment or waiver mayprovisions of paragraph (a), without the consent of each Holder affected thereby:affected, an amendment, modification, supplement or waiver may not (i1) reduce the principal amount of or change the Stated Maturity of the principal of, or any installment of interest on, principal of any Note;, (ii2) reduce the principal rate of or change the Stated Maturity of any interest payment on any Note, (3) reduce the amount ofpayable upon the optional redemption of any Note or change the times at which any Note may be redeemed or, once notice of redemption has been given, the time at which it must thereupon be redeemed, (4) after the time an Offer to Purchase is required to have been made, reduce the purchase amount or purchase price, or premium, if any, extend the latest expiration date or interest on, any Note;purchase date thereunder, (iii5) change make any Note payable in money other than that stated in the place, currency or time of payment of principal of, or premium, if any, or interest on, any Note;, (iv6) impair the right of any Holder of Notes to receive any principal payment or interest payment on such Holder’s Notes, on or after the Stated Maturity thereof, or to institute suit for the enforcement of any payment on or after the Stated Maturity such payment, (or, 7) make any change in the case of a redemption, on or after the redemption date) of any Note; (v) reduce the above-stated percentage of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (vi) waive a default in the payment of principal of, premium, if any, or interest on the Notes; (vii) release any Subsidiary Guarantor or JV Subsidiary Guarantor from its Subsidiary Guarantee or JV Subsidiary Guarantee, as the case may be, except as provided in this Indenture; (viii) release any Collateral, except as provided in the Intercreditor Agreement, the Indenture and the Security Documents; (ix) reduce the percentage or aggregate principal amount of outstanding the Notes the consent of whose Holders is necessary required for waiver of compliance with certain provisions of this Indenture amendments or for waiver of certain defaults;waivers, (x) amend, 8) modify or change or modify any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner that adversely affects the Holders; (xi) amend, change or modify any provision of any Security Document, or any provision of this Indenture or the Intercreditor Agreement relating to the Collateral, in a manner that adversely affects the Holders, except in accordance with the other provisions of this Indenture; (xii) reduce the amount payable upon a Change of Control Offer or an Offer to Purchase with the Excess Proceeds from any Asset Sale or change the time or manner by which a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale may be made or by which the Notes must be repurchased pursuant to a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale; (xiii) change the redemption date or the redemption price of the Notes from that stated in Section 3.01 or Section 3.02; (xiv) amend, change or modify the obligation of the Company, any Subsidiary Guarantor or any JV Subsidiary Guarantor to pay Additional Amounts; or (xv) amend, change or modify any provision of this Indenture or the related definition affecting the ranking of the Notes or any Subsidiary Guarantee or JV Subsidiary Note Guarantee in a manner adverse to the Holders of the Notes or (9) make any change in any Note Guarantee that would adversely affect the Noteholders. (c) It is not necessary for Noteholders to approve the particular form of any proposed amendment, modification, supplement or waiver, but is sufficient if their consent approves the substance thereof. (d) An amendment, modification, supplement or waiver under this Section will become effective on receipt by the Trustee of consents from the Holders of the requisite percentage in principal amount of the outstanding Notes. After an amendment, modification, supplement or waiver under this Section becomes effective, the Company will send to the Holders affected thereby a notice briefly describing the amendment, modification, supplement or waiver. The Company will send copies of any documents pursuant to which adversely affects any such amendment, modification, supplement or waiver has been effected to Holders upon request. Any failure of the HoldersCompany to send such notice or copies, or any defect therein, will not, however, in any way impair or affect the validity of any such amendment, modification, supplement or waiver.

Amendments with Consent of Holders. (a) Amendments of the IndentureExcept as otherwise provided in Sections 6.02, 6.04 and 6.07 or paragraph (b), the Intercreditor Agreement or any Security Document may be made by the Company, the Subsidiary Guarantors, Company and the Trustee may amend the Indenture and the Shared Security Agent Notes with the written consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes, and the Holders of a majority in principal amount of the outstanding Notes by written notice to the Trustee may waive future compliance by the Company, the Subsidiary Guarantors and the JV Subsidiary Guarantors Company with any provision of the Indenture or the Notes or any Security Document or Notes. (b) Notwithstanding the Intercreditor Agreement; provided, however, that no such modification, amendment or waiver mayprovisions of paragraph (a), without the consent of each Holder affected thereby:affected, an amendment or waiver may not (i) change the Stated Maturity of the principal of, or any installment of interest on, any Note; (ii1) reduce the principal amount of, or premiumpremium on, if anyor change the Stated Maturity of any installment of principal of any Note, (2) reduce the rate of or change the Stated Maturity of any interest payment on any Note, (3) reduce the amount payable upon the redemption of any Note or change, in respect of an optional redemption, the times at which any Note may be redeemed or, once notice of redemption has been given, the time at which it must thereupon be redeemed, (4) make any Note payable in money other than that stated in the Note, or change the place of payment where coin or currency in which the principal of, or any premium or interest on, any Note;Note is payable, (iii) change the place, currency or time of payment of principal of, or premium, if any, or interest on, any Note; (iv5) impair the right of any Holder of Notes to receive any principal payment or interest payment on such Holder’s Notes, on or after the Stated Maturity thereof, or to institute suit for the enforcement of any payment on or after the Stated Maturity such payment, (or, 6) make any change in the case of a redemption, on or after the redemption date) of any Note; (v) reduce the above-stated percentage of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (vi) waive a default in the payment of principal of, premium, if any, or interest on the Notes; (vii) release any Subsidiary Guarantor or JV Subsidiary Guarantor from its Subsidiary Guarantee or JV Subsidiary Guarantee, as the case may be, except as provided in this Indenture; (viii) release any Collateral, except as provided in the Intercreditor Agreement, the Indenture and the Security Documents; (ix) reduce the percentage or aggregate principal amount of outstanding the Notes the consent of whose Holders is necessary required for waiver of compliance with certain provisions of this Indenture amendments or for waiver of certain defaults;waivers, or (x7) amend, modify or change or modify any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner that adversely affects the Holders; (xi) amend, change or modify any provision of any Security Document, or any provision of this the Indenture or the Intercreditor Agreement relating to the Collateral, in a manner that adversely affects the Holders, except in accordance with the other provisions of this Indenture; (xii) reduce the amount payable upon a Change of Control Offer or an Offer to Purchase with the Excess Proceeds from any Asset Sale or change the time or manner by which a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale may be made or by which the Notes must be repurchased pursuant to a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale; (xiii) change the redemption date or the redemption price of the Notes from that stated in Section 3.01 or Section 3.02; (xiv) amend, change or modify the obligation of the Company, any Subsidiary Guarantor or any JV Subsidiary Guarantor to pay Additional Amounts; or (xv) amend, change or modify any provision of this Indenture or the related definition affecting the ranking of the Notes or any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner which adversely affects adverse to the HoldersHolders of the Notes. (c) It is not necessary for Noteholders to approve the particular form of any proposed amendment, supplement or waiver, but is sufficient if their consent approves the substance thereof. (d) An amendment, supplement or waiver under this Section will become effective on receipt by the Trustee of written consents from the Holders of the requisite percentage in principal amount of the outstanding Notes. After an amendment, supplement or waiver under this Section becomes effective, the Company will send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will send supplemental indentures to Holders upon request. Any failure of the Company to send such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

Amendments with Consent of Holders. (a) Amendments of the IndentureExcept as otherwise provided in Sections 6.02, the Intercreditor Agreement 6.04 and 6.07 or any Security Document may be made by paragraph (b), the Company, the Subsidiary Guarantors, when authorized by a Board Resolution, and the Trustee may amend, supplement or modify the Indenture and the Shared Security Agent Notes of any series with the written consent of the Holders of not less than a majority in aggregate principal amount of the outstanding NotesNotes of all series affected thereby (voting as a single class), and such Holders by written notice to the Holders of a majority in principal amount of the outstanding Notes Trustee may waive future compliance by the Company, the Subsidiary Guarantors and the JV Subsidiary Guarantors Company with any provision of the Indenture or the Notes or any Security Document or such series having applicability solely to such series. (b) Notwithstanding the Intercreditor Agreement; provided, however, that no such modification, amendment or waiver mayprovisions of paragraph (a), without the consent of each Holder affected thereby:affected, an amendment, supplement or modification may not (i1) change the Stated Maturity stated maturity of the principal of, premium, if any, or any installment of interest on, any Note;, (ii2) reduce the principal amount of, or premium, the premium if any, or interest on, any Note;, (iii3) reduce the amount payable upon the redemption of any Note or, in respect of an optional redemption, the times at which any Note may be redeemed or, once notice of redemption has been given, the time at which it must thereupon be redeemed, (4) change the place, place or currency or time of payment of principal of, or premium, if any, or interest on, any Note;, (iv5) impair the right of any Holder to institute suit for the enforcement of any payment on or after the Stated Maturity with respect to any Note, (or, 6) make any change in the case of a redemption, on or after the redemption date) of any Note; (v) reduce the above-stated percentage of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (vi) waive a default in the payment of principal of, premium, if any, or interest on the Notes; (vii) release any Subsidiary Guarantor or JV Subsidiary Guarantor from its Subsidiary Guarantee or JV Subsidiary Guarantee, as the case may be, except as provided in this Indenture; (viii) release any Collateral, except as provided in the Intercreditor Agreement, the Indenture and the Security Documents; (ix) reduce the percentage or aggregate principal amount of outstanding the Notes required for amendments or modifications of the consent Indenture or waivers of whose Holders is necessary for waiver past defaults of compliance with certain covenants, (7) amend the provisions of this the Indenture or for waiver of certain defaults; (x) amend, change or modify any Subsidiary Guarantee or JV Subsidiary Guarantee Note Guaranty relating to the Guarantors in a manner that adversely affects adverse to the Holders;Holders of the Notes, other than to effect the release of a Guarantor as set forth in Section 10.03 or (xi) amend, 8) make any change in any Note Guaranty that would adversely affect the Noteholders. A supplemental indenture which changes or modify eliminates any provision of any Security Document, covenant or any other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Notes, or which modifies the Intercreditor Agreement relating rights of the Holders of Notes of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under the Indenture of the Holders of Notes of any other series. (c) It is not necessary for Noteholders to approve the particular form of any proposed amendment, modification or waiver, but is sufficient if their consent approves the substance thereof. (d) An amendment, supplement or waiver under this Section will become effective on receipt by the Trustee of written consents from the Holders of the requisite percentage in principal amount of the applicable series of outstanding Notes. After an amendment, modification or waiver under this Section becomes effective, the Company will send to the CollateralHolders affected thereby a notice briefly describing the amendment, modification or waiver. The Company will send supplemental indentures to Holders upon request. Any failure of the Company to send such notice, or any defect therein, will not, however, in a manner that adversely affects any way impair or affect the Holdersvalidity of any such amendment, except in accordance with the other provisions of this Indenture; (xii) reduce the amount payable upon a Change of Control Offer modification, supplemental indenture or an Offer to Purchase with the Excess Proceeds from any Asset Sale or change the time or manner by which a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale may be made or by which the Notes must be repurchased pursuant to a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale; (xiii) change the redemption date or the redemption price of the Notes from that stated in Section 3.01 or Section 3.02; (xiv) amend, change or modify the obligation of the Company, any Subsidiary Guarantor or any JV Subsidiary Guarantor to pay Additional Amounts; or (xv) amend, change or modify any provision of this Indenture or the related definition affecting the ranking of the Notes or any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner which adversely affects the Holderswaiver.

Amendments with Consent of Holders. (a) Amendments Except as otherwise provided in Sections 5.01, 5.03 and 5.06 or Section 9.02(b) andSection 9.02(c) of the Indenturethis Section, the Intercreditor Agreement or any Security Document may be made by the Company, the Subsidiary Issuer, the Guarantors, the Trustee Trustee, the Collateral Agent and the Shared Mortgage Tax Collateral Agent, as applicable, may amend or supplement this Indenture, the Notes, the Guarantees and the Security Agent Documents with the consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes (which may include written consents obtained in connection with a tender offer or exchange offer for Notes), and the Holders of a majority in principal amount of the outstanding Notes by written notice to the Trustee may waive future compliance by the Company, the Subsidiary Guarantors Issuer and the JV Subsidiary Guarantors with any provision of this Indenture, the Indenture Notes, the Guarantees or the Notes Security Documents (which may include waivers obtained in connection with a tender offer or any Security Document or exchange offer for Notes). (b) Notwithstanding the Intercreditor Agreement; provided, however, that no such modification, amendment or waiver mayprovisions of paragraph (a) of this Section 9.02, without the consent of of, or notice to, each Holder affected therebyaffected, an amendment or waiver may not: (i) change reduce the Stated Maturity amount of the principal ofNotes whose Holders must consent to an amendment, supplement or any installment of interest on, any Note;waiver, (ii) reduce the principal amount rate of, or premium, if any, or interest onextend the time for payment of, any interest, including default interest, on any Note;, (iii) change the place, currency or time of payment of reduce principal of, or premium, if any, or interest onchange the fixed maturity of, any Note;Note or alter the provisions (including related definitions) with respect to redemptions described under Article 3 or with respect to mandatory offers to repurchase Notes described under Section 4.10 and Section 4.12, (iv) impair the right to institute suit for the enforcement of make any payment on or after the Stated Maturity (or, Note payable in money other than that stated in the case of a redemption, on or after the redemption date) of any Note;, (v) reduce modify the above-stated percentage ranking or priority of outstanding the Notes the consent of whose Holders is necessary to modify or amend this Indenture;any Guarantee, (vi) make any change in Sections 5.03 orSection 5.06, (vii) release any Guarantor from any of its obligations under its Guarantee or this Indenture otherwise than in accordance with this Indenture, or (viii) waive a default continuing Default or Event of Default in the payment of principal of, premium, if any, or interest interest, if any, on the Notes;. (viic) release any Subsidiary Guarantor or JV Subsidiary Guarantor from its Subsidiary Guarantee or JV Subsidiary Guarantee, as Without the case may be, except as provided consent of the Holders of at least 662/3% in this Indenture; (viii) release any Collateral, except as provided in the Intercreditor Agreement, the Indenture and the Security Documents; (ix) reduce the percentage or aggregate principal amount of outstanding Notes the consent Notes, the Company, the Issuer, the Guarantors, the Trustee and the Collateral Agent may not effect a release of whose Holders all or substantially all of the Collateral other than pursuant to the terms of the Security Documents or as otherwise permitted under this Indenture. (d) It is not necessary for waiver Holders to approve the particular form of compliance with certain provisions of this Indenture any proposed amendment, supplement or for waiver of certain defaults;waiver, but is sufficient if their consent approves the substance thereof. (xe) amendAn amendment, change supplement or modify any Subsidiary Guarantee waiver under this Section 9.02 shall become effective on receipt by the Trustee of written consents from the Holders of the requisite percentage in principal amount of the outstanding Notes. After an amendment, supplement or JV Subsidiary Guarantee in waiver under this Section 9.02 becomes effective, the Issuer (or the Trustee at the request and expense of the Issuer) will send to the Holders affected thereby a manner that adversely affects notice briefly describing the Holders; (xi) amendamendment, change supplement or modify any provision waiver. The Issuer will send supplemental indentures to Holders upon request. Any failure of any Security Documentthe Issuer to send such notice, or any provision of this Indenture or the Intercreditor Agreement relating to the Collateraldefect therein, will not, however, in a manner that adversely affects any way impair or affect the Holdersvalidity of any such supplemental indenture, except in accordance with the other provisions of this Indenture; (xii) reduce the amount payable upon a Change of Control Offer amendment or an Offer to Purchase with the Excess Proceeds from any Asset Sale or change the time or manner by which a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale may be made or by which the Notes must be repurchased pursuant to a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale; (xiii) change the redemption date or the redemption price of the Notes from that stated in Section 3.01 or Section 3.02; (xiv) amend, change or modify the obligation of the Company, any Subsidiary Guarantor or any JV Subsidiary Guarantor to pay Additional Amounts; or (xv) amend, change or modify any provision of this Indenture or the related definition affecting the ranking of the Notes or any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner which adversely affects the Holderswaiver.

Amendments with Consent of Holders. (a) Amendments Except as otherwise provided in Sections 6.02, 6.04 and 6.07 or clause (b) of this Section 9.02, the Company and the Trustee may amend this Indenture, the Notes, the Security Documents or the Intercreditor Agreement or any Security Document may be made by the Company, the Subsidiary Guarantors, the Trustee and the Shared Security Agent with the written consent of the Holders of not less than at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and any existing 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 then outstanding Notes may waive future compliance by (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). (b) Notwithstanding the Company, the Subsidiary Guarantors and the JV Subsidiary Guarantors with any provision provisions of the Indenture or the Notes or any Security Document or the Intercreditor Agreement; provided, however, that no such modification, amendment or waiver mayparagraph (a), without the consent of each Holder affected thereby:affected, an amendment or waiver may not (with respect to any Notes held by a non-consenting Holder) (i1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of or change the Stated Maturity fixed maturity of any Note or alter the provisions, or waive any payment, with respect to the redemption of the principal ofNotes (provided that this clause (2) does not apply to amendment or waiver of the provisions of Section 4.12 or Section 4.13, amendments and waivers with respect to which are subject to Section 9.02(c), below); (3) reduce the rate of or any installment change the time for payment of interest on, on any Note; (ii4) reduce waive a Default or Event of Default in the principal amount of, or premium, if any, or interest on, any Note; (iii) change the place, currency or time of payment of principal of, or interest or premium, or Liquidated Damages, if any, or interest on, any Noteon the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment Default that resulted from such acceleration); (iv5) make any Note payable in money other than U.S. dollars; (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, or interest or premium or Liquidated Damages, if any, on the Notes; (7) impair the right to institute suit for the enforcement of any payment on or after with respect to the Stated Maturity (or, in Notes or the case of a redemption, on or after the redemption date) of any NoteNote Guarantees; (v8) except as otherwise permitted under Article 5, consent to the assignment or transfer by the Company or any Guarantor of any of their rights or obligations under this Indenture (it being understood that amendments or waivers of Section 5.01(a)(D) reduce the above-stated percentage of outstanding Notes may be made with the consent of whose the Holders is necessary to modify or amend this Indenture; (vi) waive of at least a default majority in the payment of principal of, premium, if any, or interest on the Notes; (vii) release any Subsidiary Guarantor or JV Subsidiary Guarantor from its Subsidiary Guarantee or JV Subsidiary Guarantee, as the case may be, except as provided in this Indenture; (viii) release any Collateral, except as provided in the Intercreditor Agreement, the Indenture and the Security Documents; (ix) reduce the percentage or aggregate outstanding principal amount of outstanding Notes the consent of whose Holders is necessary for Notes); or (9) make any change in the preceding amendment and waiver of compliance with certain provisions of provisions, (c) The Company, the Guarantors and the Trustee may not amend or supplement this Indenture or for waiver of certain defaults; (x) amend, change or modify any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner that adversely affects the Holders; (xi) amend, change or modify any provision of any Security Document, or any provision of this Indenture or the Intercreditor Agreement relating to the Collateral, in a manner that adversely affects the Holders, except in accordance with the other provisions of this Indenture; (xii) reduce the amount payable upon a Change of Control Offer or an Offer to Purchase with the Excess Proceeds from any Asset Sale or change the time or manner by which a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale may be made or by which the Notes must be repurchased pursuant to a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale; (xiii) change the redemption date or the redemption price of the Notes from that stated in Section 3.01 or Section 3.02; (xiv) amend, change or modify the obligation of the CompanyCompany to make and consummate an Asset Sale Offer with respect to any Asset Sale in accordance with Section 4.13 or the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control in accordance with Section 4.12, including, in each case changing or modifying any Subsidiary Guarantor definition relating thereto, or grant any JV Subsidiary Guarantor to pay Additional Amounts; orwaiver of the foregoing provisions, without the consent of Holders of at least 66 2/3% of the outstanding principal amount of the Notes. (xvd) amend, change or modify any provision of Except as otherwise provided in this Indenture or the related definition affecting Security Documents, without the ranking consent of holders of at least 66 2/3% of the Notes or outstanding principal amount of the Notes, no amendment may release any Subsidiary Guarantee or JV Subsidiary Guarantor from its obligations under its Note Guarantee, change any Note Guarantee in a any manner which that adversely affects the Holdersrights of any Holder of Notes under such Note Guarantee in any material respect or release all or substantially of the Collateral from the Liens created by the Security Documents. (e) It is not necessary for Noteholders to approve the particular form of any proposed amendment, supplement or waiver; it is sufficient if their consent approves the substance thereof. (f) An amendment, supplement or waiver under this Section 9.02 will become effective on receipt by the Trustee of written consents from the Holders of the requisite percentage in principal amount of the outstanding Notes. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will send supplemental indentures to Holders upon request. Any failure of the Company to send such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

Amendments with Consent of Holders. (a) Amendments of the Indenture, the Intercreditor Agreement or any Security Document may be made by the Company, the Subsidiary Guarantors, the Trustee and the Shared Security Agent with With the consent of the Holders of not less than a majority in aggregate principal amount of the outstanding NotesOutstanding Securities, by Act of said Holders delivered to the Company and the Holders Trustee, the Company (when authorized by a Board Resolution) and the Trustee may enter into one or more amendments hereto or to the Securities for the purpose of a majority adding any provisions to or changing in principal amount any manner or eliminating any of the outstanding Notes may waive future compliance by provisions of this Agreement or to the Company, Securities or of modifying in any manner the Subsidiary Guarantors and the JV Subsidiary Guarantors with any provision rights of the Indenture Holders under this Agreement or to the Notes or any Security Document or the Intercreditor AgreementSecurities; provided, however, that no such modification, amendment or waiver mayshall, without the consent of the Holder of each Holder Outstanding Security affected thereby: (ia) change modify the Stated definition of Optional Call Date, Optional Call Payment Date, Maturity Date, Total Disposition Payment Date, Default Payment Date, Market Price, 30-Day Average Market Price, Default Payment Amount, Default Payment Interest Rate, Base Amount or Prohibited Activity, modify Section 3.1(k) or otherwise extend the maturity of the principal ofSecurities or reduce the amounts payable in respect of the Securities or modify any other payment term, interest rate or any installment payment date or, except as expressly permitted by Section 6.1(e), modify the definition of interest onApplicable Number, any NoteDistri- bution Amount, Optional Call Payment Amount, Total Disposition Amount or Change of Control; (iib) reduce the principal amount ofof the Outstanding Securities, or premium, if any, or interest on, any Note; (iii) change the place, currency or time of payment of principal of, or premium, if any, or interest on, any Note; (iv) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note; (v) reduce the above-stated percentage of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture;required for any such amendment; or (vic) waive a default in modify any of the payment of principal of, premium, if any, or interest on the Notes; (vii) release any Subsidiary Guarantor or JV Subsidiary Guarantor from its Subsidiary Guarantee or JV Subsidiary Guarantee, as the case may be, except as provided in this Indenture; (viii) release any Collateral, except as provided in the Intercreditor Agreement, the Indenture and the Security Documents; (ix) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with certain provisions of this Indenture Section or for waiver of certain defaults; (x) amend, change or modify any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner that adversely affects the Holders; (xi) amend, change or modify any provision of any Security Document, or any provision of this Indenture or the Intercreditor Agreement relating to the Collateral, in a manner that adversely affects the HoldersSection 8.10, except in accordance with the to increase any such percentage or to provide that certain other provisions of this Indenture; (xii) reduce Agreement cannot be modified or waived without the amount payable upon a Change of Control Offer or an Offer to Purchase with the Excess Proceeds from any Asset Sale or change the time or manner by which a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale may be made or by which the Notes must be repurchased pursuant to a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale; (xiii) change the redemption date or the redemption price consent of the Notes from that stated in Holder of each Security affected thereby. It shall not be necessary for any Act of Holders under this Section 3.01 or Section 3.02; (xiv) amendto approve the particular form of any proposed amendment, change or modify but it shall he sufficient if such Act shall approve the obligation of the Company, any Subsidiary Guarantor or any JV Subsidiary Guarantor to pay Additional Amounts; or (xv) amend, change or modify any provision of this Indenture or the related definition affecting the ranking of the Notes or any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner which adversely affects the Holderssubstance thereof.

Amendments with Consent of Holders. (a) Amendments of the Indenture, the Intercreditor Agreement or any Security Document may be made by the Company, the Subsidiary Guarantors, the Trustee and the Shared Security Agent with With the consent of the Holders of not less than a majority in aggregate principal amount of the outstanding NotesOutstanding Securities, by Act of said Holders delivered to the Company and the Holders Trustee, the Company (when authorized by a Board Resolution) and the Trustee may enter into one or more amendments hereto or to the Securities for the purpose of a majority adding any provisions to or changing in principal amount any manner or eliminating any of the outstanding Notes may waive future compliance by provi- sions of this Agreement or to the Company, Securities or of modi- fying in any manner the Subsidiary Guarantors and the JV Subsidiary Guarantors with any provision rights of the Indenture Holders under this Agreement or to the Notes or any Security Document or the Intercreditor AgreementSecurities; provided, however, that no such modification, amendment or waiver mayshall, without the consent of the Holder of each Holder Outstanding Security affected thereby: (ia) change modify the Stated definition of Optional Call Date, Optional Call Payment Date, Maturity Date, Total Disposition Payment Date, Default Payment Date, Market Price, 30-Day Average Market Price, Default Pay- ment Amount, Default Payment Interest Rate, Base Amount or Prohibited Activity, modify Section 3.1(k) or other- wise extend the maturity of the principal ofSecurities or reduce the amounts payable in respect of the Securities or modify any other payment term, interest rate or any installment payment date or, except as expressly permitted by Section 6.1(e), modify the definition of interest onApplicable Number, any NoteDistribution Amount, Optional Call Payment Amount, Total Disposition Amount or Change of Control; (iib) reduce the principal amount ofof the Outstanding Securities, or premium, if any, or interest on, any Note; (iii) change the place, currency or time of payment of principal of, or premium, if any, or interest on, any Note; (iv) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note; (v) reduce the above-stated percentage of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture;required for any such amendment; or (vic) waive a default in modify any of the payment of principal of, premium, if any, or interest on the Notes; (vii) release any Subsidiary Guarantor or JV Subsidiary Guarantor from its Subsidiary Guarantee or JV Subsidiary Guarantee, as the case may be, except as provided in this Indenture; (viii) release any Collateral, except as provided in the Intercreditor Agreement, the Indenture and the Security Documents; (ix) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with certain provisions of this Indenture Section or for waiver of certain defaults; (x) amend, change or modify any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner that adversely affects the Holders; (xi) amend, change or modify any provision of any Security Document, or any provision of this Indenture or the Intercreditor Agreement relating to the Collateral, in a manner that adversely affects the HoldersSection 8.10, except in accordance with the to increase any such percentage or to provide that certain other provisions of this Indenture; (xii) reduce Agreement cannot be modified or waived without the amount payable upon a Change of Control Offer or an Offer to Purchase with the Excess Proceeds from any Asset Sale or change the time or manner by which a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale may be made or by which the Notes must be repurchased pursuant to a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale; (xiii) change the redemption date or the redemption price consent of the Notes from that stated in Holder of each Security affected thereby. It shall not be necessary for any Act of Hold- ers under this Section 3.01 or Section 3.02; (xiv) amendto approve the particular form of any proposed amendment, change or modify but it shall he sufficient if such Act shall approve the obligation of the Company, any Subsidiary Guarantor or any JV Subsidiary Guarantor to pay Additional Amounts; or (xv) amend, change or modify any provision of this Indenture or the related definition affecting the ranking of the Notes or any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner which adversely affects the Holderssubstance thereof.

Amendments with Consent of Holders. (a) Amendments Except as otherwise provided in Sections 6.02, 6.04 and 6.07 or paragraph (b) of the Indenturethis Section 9.02, the Intercreditor Agreement or any Security Document may be made by the Company, the Subsidiary Guarantors, Company and the Trustee may amend, supplement or modify the Indenture and the Shared Security Agent Notes with the written consent of the Holders of not less than at least a majority in aggregate principal amount of the outstanding Notes, and the Holders of at least a majority in aggregate principal amount of the outstanding Notes by written notice to the Trustee may waive future compliance by the Company, the Subsidiary Guarantors and the JV Subsidiary Guarantors Company with any provision of the Indenture or the Notes or any Security Document or Notes. (b) Notwithstanding the Intercreditor Agreement; provided, however, that no such modification, amendment or waiver mayprovisions of paragraph (a), without the consent of each Holder affected therebyaffected, an amendment, supplement or modification may not: (i1) change the Stated Maturity stated maturity of the principal of, of or any installment of interest on, on any Note;, (ii2) reduce the principal amount of, of or premium, if any, or interest on, any premium on any Note;, (iii3) change reduce the place, currency rate or extend the time of payment of interest on any Note, (4) reduce any premium payable upon the redemption of any Note, (5) make any change in the percentage of the aggregate principal ofamount of the Notes required for amendments, supplements or premium, if any, modifications of the Indenture or waivers of past defaults of covenants, (6) change the place or currency of payment of principal of or any premium or interest on, on any Note;, or (iv7) impair the right of any Holder to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, with respect to any Note on or after the redemption datestated maturity of such Note. (c) It is not necessary for Noteholders to approve the particular form of any Note;proposed amendment, supplement, modification or waiver, but is sufficient if their consent approves the substance thereof. (vd) reduce An amendment, supplement or waiver under this Section 9.02 will become effective on receipt by the above-stated Trustee of written consents from the Holders of the requisite percentage of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (vi) waive a default in the payment of principal of, premium, if any, or interest on the Notes; (vii) release any Subsidiary Guarantor or JV Subsidiary Guarantor from its Subsidiary Guarantee or JV Subsidiary Guarantee, as the case may be, except as provided in this Indenture; (viii) release any Collateral, except as provided in the Intercreditor Agreement, the Indenture and the Security Documents; (ix) reduce the percentage or aggregate principal amount of the outstanding Notes Notes. After an amendment, supplement, modification or waiver under this Section 9.02 becomes effective, the consent Company will send to the Holders affected thereby a notice briefly describing the amendment, modification or waiver. The Company will send supplemental indentures to Holders upon request. Any failure of whose Holders is necessary for waiver of compliance with certain provisions of this Indenture or for waiver of certain defaults; (x) amend, change or modify any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner that adversely affects the Holders; (xi) amend, change or modify any provision of any Security DocumentCompany to send such notice, or any provision of this Indenture or the Intercreditor Agreement relating to the Collateraldefect therein, will not, however, in a manner that adversely affects any way impair or affect the Holdersvalidity of any such amendment, except in accordance with the other provisions of this Indenture; (xii) reduce the amount payable upon a Change of Control Offer modification, supplemental indenture or an Offer to Purchase with the Excess Proceeds from any Asset Sale or change the time or manner by which a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale may be made or by which the Notes must be repurchased pursuant to a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale; (xiii) change the redemption date or the redemption price of the Notes from that stated in Section 3.01 or Section 3.02; (xiv) amend, change or modify the obligation of the Company, any Subsidiary Guarantor or any JV Subsidiary Guarantor to pay Additional Amounts; or (xv) amend, change or modify any provision of this Indenture or the related definition affecting the ranking of the Notes or any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner which adversely affects the Holderswaiver.

Amendments with Consent of Holders. (a) Amendments Except as otherwise provided in Sections ‎6.02, ‎6.04, and ‎6.07 or paragraph ‎(b), the Company and the Trustee (and, in the case of the Collateral Agreements, the Noteholder Collateral Agent) may amend this Indenture, the Intercreditor Agreement or any Security Document may be made by Notes and/or the Company, the Subsidiary Guarantors, the Trustee and the Shared Security Agent Collateral Agreements with the written consent of the Holders of not less than a majority in aggregate principal amount of the then outstanding Notes, and the Holders of a majority in principal amount of the then outstanding Notes by written notice to the Trustee may waive future compliance by the Company, the Subsidiary Guarantors and the JV Subsidiary Guarantors Company with any provision of the Indenture or this Indenture, the Notes or any Security Document or the Intercreditor Agreement; provided, however, that no such modification, amendment or waiver mayCollateral Agreements. (b) Notwithstanding the provisions of paragraph ‎(a), without the consent of each Holder affected thereby:affected, an amendment or waiver may not (i) reduce the principal amount of or change the Stated Maturity of the principal of, or any installment of interest on, principal of any Note;, (ii) reduce the principal amount of, rate of or premium, if any, or change the Stated Maturity of any interest on, payment on any Note;, (iii) reduce the amount payable upon the redemption of any Note or change the place, currency or time of payment any mandatory redemption or, in respect of principal ofan optional redemption, or premiumthe times at which any Note may be redeemed or, if anyonce notice of redemption has been given, or interest on, any Note;the time at which it must thereupon be redeemed, (iv) after the time an Offer to Purchase is required to have been made, reduce the purchase amount or purchase price, or extend the latest expiration date or purchase date thereunder, (v) make any Note payable in money other than that stated in the Note, (vi) impair the right of any Holder of Notes to receive any principal payment or interest payment on such Holder’s Notes, on or after the Stated Maturity thereof, or to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note; (v) reduce the above-stated percentage of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (vi) waive a default in the payment of principal of, premium, if any, or interest on the Notes;such payment, (vii) release make any Subsidiary Guarantor change in the percentage of the principal amount of the Notes required for amendments or JV Subsidiary Guarantor from its Subsidiary Guarantee or JV Subsidiary Guarantee, as the case may be, except as provided in this Indenture;waivers, (viii) release any Collateral, except as provided in the Intercreditor Agreement, the Indenture and the Security Documents; (ix) reduce the percentage modify or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with certain provisions of this Indenture or for waiver of certain defaults; (x) amend, change or modify any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner that adversely affects the Holders; (xi) amend, change or modify any provision of any Security Document, or any provision of this Indenture or the Intercreditor Agreement relating to the Collateral, in a manner that adversely affects the Holders, except in accordance with the other provisions of this Indenture; (xii) reduce the amount payable upon a Change of Control Offer or an Offer to Purchase with the Excess Proceeds from any Asset Sale or change the time or manner by which a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale may be made or by which the Notes must be repurchased pursuant to a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale; (xiii) change the redemption date or the redemption price of the Notes from that stated in Section 3.01 or Section 3.02; (xiv) amend, change or modify the obligation of the Company, any Subsidiary Guarantor or any JV Subsidiary Guarantor to pay Additional Amounts; or (xv) amend, change or modify any provision of this Indenture or the related definition affecting the ranking of the Notes or any Subsidiary Guarantee or JV Subsidiary Note Guarantee in a manner which adverse to the Holders of the Notes, or (ix) except as provided in ‎Article 10, make any change in any Note Guarantee that would adversely affects affect the HoldersNoteholders; provided that Liens created by the Collateral Agreements on all or substantially all of the Collateral (other than in accordance with the terms of the Intercreditor Agreement, the Collateral Agreements and this Indenture) may be released with the consent of Holders holding not less than 75% in aggregate principal amount of the then outstanding Notes. It is not necessary for Noteholders to approve the particular form of any proposed amendment, supplement or waiver, but is sufficient if their consent approves the substance thereof. (c) An amendment, supplement or waiver under this Section becomes effective on receipt by the Trustee of written consents from the Holders of the requisite percentage in principal amount of the outstanding Notes. After an amendment, supplement or waiver under this Section becomes effective, the Company will send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will send supplemental indentures to Holders upon request. Any failure of the Company to send such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

Amendments with Consent of Holders. (a) Amendments Subject to the provisions of the IndentureSection 1301, the Intercreditor Agreement or any Security Document may be made by the Company, the Subsidiary Guarantors, the Trustee and the Shared Security Agent with the consent of the Holders of not less than a majority in aggregate principal amount of the outstanding NotesSecurities of all series then Outstanding under this Indenture, considered as one class, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into an Amendment for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture; provided, however, that if there shall be Securities of more than one series Outstanding hereunder and if a proposed Amendment shall directly affect the rights of the Holders of Securities of one or more, but less than all, of such series, then the consent only of the Holders of a majority in aggregate principal amount of the outstanding Notes may waive future compliance by Outstanding Securities of all series so directly affected, considered as one class, shall be required; and provided, further, that if the Company, Securities of any series shall have been issued in more than one Tranche and if the Subsidiary Guarantors and proposed Amendment shall directly affect the JV Subsidiary Guarantors with any provision rights of the Indenture Holders of Securities of one or more, but less than all, of such Tranches, then the Notes or any Security Document or consent only of the Intercreditor AgreementHolders of a majority in aggregate principal amount of the Outstanding Securities of all Tranches so directly affected, considered as one class, shall be required; and provided, howeverfurther, that no such modification, amendment or waiver mayAmendment shall, without the consent of the Holder of each Holder affected thereby: (i) Outstanding Security of each series or Tranche so directly affected, change the Stated Maturity of the principal of, or any installment of interest on, any Note; (ii) reduce the principal amount of, or premium, if any, of or interest on, any Note; Security (iiiother than pursuant to the terms thereof), or reduce the principal amount thereof or the rate of interest thereon (or the amount of any installment of interest thereon) or change the place, currency method of calculating such rate or time of payment of principal ofreduce any premium payable upon the redemption thereof, or premium, if anyreduce the amount of the principal of a Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 902, or change the coin or currency (or other property), in which any Security or any premium or the interest onthereon is payable, any Note; (iv) or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of a redemption, on or after the redemption date) Redemption Date), or permit the creation of any Note; (v) reduce Lien ranking prior to, or on a parity with, the above-stated Lien of this Indenture with respect to the Mortgaged Property or terminate the Lien of this Indenture on the Mortgaged Property or deprive such Holder of the benefit of the security of the Lien of this Indenture, orreduce the percentage in principal amount of outstanding Notes the Outstanding Securities of any series or any Tranche thereof, the consent of whose the Holders of which is necessary required for any such Amendment, or the consent of the Holders of which is required for any waiver of compliance with any provision of this Indenture or of any default hereunder and its consequences, or reduce the requirements of Section 1404 for quorum or voting, ormodify any of the provisions of this Section, Section 706 or Section 913 with respect to modify the Securities of any series, or amend any Tranche thereof, except to increase the percentages in principal amount referred to in this Indenture; (vi) waive a default Section or such other Sections or to provide that other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the payment references to "the Trustee" and concomitant changes in this Section, or the deletion of principal this proviso, in accordance with the requirements of Sections 1011(b), 1014 and 1301(h). An Amendment which (x) changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of the Holders of, premiumor which is to remain in effect only so long as there shall be Outstanding, Securities of one or more particular series, or one or more Tranches thereof, or (y) modifies the rights of the Holders of Securities of such series or Tranches with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series or Tranche. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed Amendment, but it shall be sufficient if such Act shall approve the substance thereof. Anything in this Indenture to the contrary notwithstanding, if anythe Officer's Certificate, supplemental indenture or interest on the Notes; (vii) release any Subsidiary Guarantor or JV Subsidiary Guarantor from its Subsidiary Guarantee or JV Subsidiary GuaranteeBoard Resolution, as the case may be, except as provided establishing the Securities of any series or Tranche shall provide that the Company may make certain specified additions, changes or eliminations to or from the Indenture which shall be specified in this Indenture; such Officer's Certificate, supplemental indenture or Board Resolution establishing such series or Tranche, (viiia) release any Collateralthe Holders of Securities of such series or Tranche shall be deemed to have consented to an Amendment containing such additions, except as provided changes or eliminations to or from the Indenture which shall be specified in such Officer's Certificate, supplemental indenture or Board Resolution establishing such series or Tranche, (b) no Act of such Holders shall be required to evidence such consent and (c) such consent may be counted in the Intercreditor Agreement, determination of whether or not the Indenture and Holders of the Security Documents; (ix) reduce the percentage or aggregate requisite principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with certain provisions of this Indenture or for waiver of certain defaults; (x) amend, change or modify any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner that adversely affects the Holders; (xi) amend, change or modify any provision of any Security Document, or any provision of this Indenture or the Intercreditor Agreement relating Securities shall have consented to the Collateral, in a manner that adversely affects the Holders, except in accordance with the other provisions of this Indenture; (xii) reduce the amount payable upon a Change of Control Offer or an Offer to Purchase with the Excess Proceeds from any Asset Sale or change the time or manner by which a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale may be made or by which the Notes must be repurchased pursuant to a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale; (xiii) change the redemption date or the redemption price of the Notes from that stated in Section 3.01 or Section 3.02; (xiv) amend, change or modify the obligation of the Company, any Subsidiary Guarantor or any JV Subsidiary Guarantor to pay Additional Amounts; or (xv) amend, change or modify any provision of this Indenture or the related definition affecting the ranking of the Notes or any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner which adversely affects the Holderssuch Amendment.

Amendments with Consent of Holders. (a) Amendments of the IndentureExcept as otherwise provided in Sections 6.02, 6.04, 6.07 and 9.01, or Section 9.02(b), the Intercreditor Agreement or any Security Document may be made by the Company, the Subsidiary Guarantors, Issuers and the Trustee may amend this Indenture and the Shared Security Agent Notes or a Note Guaranty or Note Guaranties with the written consent of the Holders holders of not less than a majority in aggregate principal amount of the outstanding Notes (including, without limitation, any Additional Notes, ) and the Holders of a majority in principal amount of the outstanding Notes (including, without limitation, any Additional Notes) may waive future compliance by the Company, the Subsidiary Guarantors and the JV Subsidiary Guarantors Issuers with any provision of the this Indenture or the Notes or any Security Document or Guarantor with any provision of its Note Guaranty. (b) Notwithstanding the Intercreditor Agreement; provided, however, that no such modification, amendment or waiver mayprovisions of Section 9.02(a), without the consent of each Holder affected thereby:affected, an amendment or waiver may not (i1) reduce the principal amount of or change the Stated Maturity of the principal of, or any installment of interest on, principal of any Note;, (2) reduce the rate of or change the Stated Maturity of any interest payment on any Note, (3) reduce the amount payable upon the redemption of any Note or change the time of any mandatory redemption or, in respect of an optional redemption, the times at which any Note may be redeemed or, once notice of redemption has been given, the time at which it must thereupon be redeemed, (4) after the time an Offer to Purchase is required to have been made, (i) reduce the purchase amount or purchase price or (ii) reduce except as may be required by applicable law, extend the principal amount of, latest expiration date or premium, if any, or interest on, any Note;purchase date thereunder, (iii5) change make any Note payable in money other than that stated in the place, currency or time of payment of principal of, or premium, if any, or interest on, any Note;, (iv6) impair the contractual right of any Holder of Notes to receive any principal payment or interest payment on such Holder’s Notes, on or after the Stated Maturity thereof, or to institute suit for the enforcement of any payment on or after the Stated Maturity with respect to such Holder’s Notes, (or, 7) make any change in the case of a redemption, on or after the redemption date) of any Note; (v) reduce the above-stated percentage of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (vi) waive a default in the payment of principal of, premium, if any, or interest on the Notes; (vii) release any Subsidiary Guarantor or JV Subsidiary Guarantor from its Subsidiary Guarantee or JV Subsidiary Guarantee, as the case may be, except as provided in this Indenture; (viii) release any Collateral, except as provided in the Intercreditor Agreement, the Indenture and the Security Documents; (ix) reduce the percentage or aggregate principal amount of outstanding the Notes the consent of whose Holders is necessary required for waiver of compliance with certain provisions of this Indenture amendments or for waiver of certain defaults;waivers, (x) amend, 8) modify or change or modify any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner that adversely affects the Holders; (xi) amend, change or modify any provision of any Security Document, or any provision of this Indenture or the Intercreditor Agreement relating to the Collateral, in a manner that adversely affects the Holders, except in accordance with the other provisions of this Indenture; (xii) reduce the amount payable upon a Change of Control Offer or an Offer to Purchase with the Excess Proceeds from any Asset Sale or change the time or manner by which a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale may be made or by which the Notes must be repurchased pursuant to a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale; (xiii) change the redemption date or the redemption price of the Notes from that stated in Section 3.01 or Section 3.02; (xiv) amend, change or modify the obligation of the Company, any Subsidiary Guarantor or any JV Subsidiary Guarantor to pay Additional Amounts; or (xv) amend, change or modify any provision of this Indenture or the related definition affecting the ranking of the Notes or any Subsidiary Guarantee or JV Subsidiary Guarantee Note Guaranty in a manner which adversely affects adverse to the Holders, or (9) release any Note Guaranty by a Domestic Restricted Subsidiary not otherwise permitted to be released by this Indenture. (c) It is not necessary for Noteholders to approve the particular form of any proposed amendment, supplement or waiver, but is sufficient if their consent approves the substance thereof. (d) An amendment, supplement or waiver under this Section will become effective on receipt by the Trustee of (i) written consents from the Holders of the requisite percentage in principal amount of the outstanding Notes and (ii) the Officer’s Certificate and Opinion of Counsel required by Section 9.04 hereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuers will send to the Holders affected thereby (with a copy to the Trustee) a notice briefly describing the amendment, supplement or waiver. The Issuers will send copies of the amendment, waiver or supplemental indenture to Holders upon request. Any failure of the Issuers to send such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

Amendments with Consent of Holders. (a) Amendments of Except as otherwise provided in Sections 6.02, 6.04 and 6.07 or paragraph (b), the Company and the Trustee may modify, amend or waive the Indenture, the Intercreditor Agreement Notes or any the Security Document may be made by the Company, the Subsidiary Guarantors, the Trustee and the Shared Security Agent Documents with the written consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes, and . (b) Notwithstanding the Holders provisions of a majority in principal amount of the outstanding Notes may waive future compliance by the Company, the Subsidiary Guarantors and the JV Subsidiary Guarantors with any provision of the Indenture or the Notes or any Security Document or the Intercreditor Agreement; provided, however, that no such modification, amendment or waiver mayparagraph (a), without the consent of each Holder affected thereby:affected, an amendment or waiver may not (i1) change the Stated Maturity of the principal of, or any installment of interest on, any Note;, (ii2) reduce the principal amount of, or premium, if any, or interest on, any Note;, (iii3) change the place, optional redemption dates or optional redemption prices of the Notes from that stated in Section 3.01, (4) change the place or currency or time of payment of principal of, or premium, if any, or interest on, any Note;, (iv5) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note;, (v) reduce the above-stated percentage of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (vi6) waive a default in the payment of principal of, premium, if any, or interest on the Notes;, (vii7) modify any of the provisions of this Section 9.02 requiring the consent of a requisite number of Holders, except to increase any percentage requiring consent or to provide that certain other provisions of the Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note, (8) release any Subsidiary Guarantor or JV Subsidiary Guarantor from its Subsidiary Guarantee or JV Subsidiary Note Guarantee, as the case may be, except as provided in this Indenture; (viii) release any Collateral, except as provided in the Intercreditor Agreement, the Indenture and the Security Documents;Indenture, (ix9) amend, change or modify the obligation of the Company to make and consummate an Offer to Purchase under Section 4.12 after a Change of Control Repurchase Event has occurred, including, in each case, amending, changing or modifying any definition relating thereto, (10) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with certain provisions of this the Indenture or for waiver of certain defaults;, (x11) amend, modify or change or modify any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner that adversely affects the Holders; (xi) amend, change or modify any provision of any Security Document, or any provision of this the Indenture or the Intercreditor Agreement relating to the Collateral, in a manner that adversely affects the Holders, except in accordance with the other provisions of this Indenture; (xii) reduce the amount payable upon a Change of Control Offer or an Offer to Purchase with the Excess Proceeds from any Asset Sale or change the time or manner by which a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale may be made or by which the Notes must be repurchased pursuant to a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale; (xiii) change the redemption date or the redemption price of the Notes from that stated in Section 3.01 or Section 3.02; (xiv) amend, change or modify the obligation of the Company, any Subsidiary Guarantor or any JV Subsidiary Guarantor to pay Additional Amounts; or (xv) amend, change or modify any provision of this Indenture or the related definition affecting the ranking of the Notes or any Subsidiary Guarantee or JV Subsidiary Note Guarantee in a manner which adverse to any Holder, or (12) make any change in the provisions of the Security Documents dealing with the application of the proceeds of Notes Collateral from the Lien under the Indenture and the Security Documents with respect to the Notes that would adversely affects affect the Holders. (c) Without the consent of the Holders of at least two-thirds in aggregate principal amount of the Notes then outstanding, no amendment or waiver may release from the Lien of the Indenture and the Security Documents all or substantially all of the Notes Collateral. (d) It is not necessary for Noteholders to approve the particular form of any proposed amendment, supplement or waiver, but is sufficient if their consent approves the substance thereof. (e) An amendment, supplement or waiver under this Section will become effective on receipt by the Trustee of written consents from the Holders of the requisite percentage in principal amount of the outstanding Notes. After an amendment, supplement or waiver under this Section becomes effective, the Company will send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will send supplemental indentures to Holders upon request. Any failure of the Company to send such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.