Common use of With Consent of Holders of Notes Clause in Contracts

With Consent of Holders of Notes. (a) Subject to Section 6.07 and Section 9.02(b), the Issuer, the Guarantors and the Trustee, together, with the written consent of the Holder or Holders of 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, the Notes), may amend or supplement this Indenture or the Notes without notice to any other Holders. Subject to Section 6.04, the Holder or Holders of a majority in aggregate principal amount of the Notes then outstanding may waive any existing default or compliance with any provision of this Indenture or the Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes) without notice to any other Holders (except a default in respect of the payment of principal of, premium, if any, or interest on the Notes or a covenant or provision of this Indenture which cannot be modified or amended without the consent of the Holder of each outstanding Note affected). (b) Notwithstanding Section 9.02(a), without the consent of each Holder of an outstanding Note affected, an amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may not: (i) reduce the principal amount of Notes issued hereunder whose Holders must consent to an amendment, supplement or waiver; (ii) reduce the principal of or change the fixed maturity of any Note issued hereunder or alter the provisions with respect to the redemption of the outstanding Notes issued hereunder (other than provisions relating to the covenants described above under Section 4.15, except as set forth in clause (x) below); (iii) reduce the rate of or change the time for payment of interest on any Note issued hereunder; (iv) waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, on the outstanding Notes issued hereunder (except a rescission of acceleration of the Notes issued hereunder by the Holders of a majority in aggregate principal amount of the then outstanding Notes issued hereunder with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (v) make any Note payable in money other than that stated in the Notes; (vi) make any change in the provisions of this Indenture relating to waivers of past Defaults or impair the right of any Holder to institute suit for the enforcement of any payment on or with respect to the Notes; (vii) waive a redemption payment with respect to any Note issued hereunder (other than a payment required by Section 4.15, except as set forth in clause (x) below); (viii) make any change in the ranking or priority of any Note issued hereunder that would adversely affect the Holders; (ix) modify the Note Guarantees in any manner adverse to the Holders; (x) amend, change or modify in any material respect the obligation of the Issuer to make and consummate a Change of Control Offer in respect of a Change of Control that has occurred; or (xi) make any change in the preceding amendment and waiver provisions. (c) It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, supplement or waiver but it shall be sufficient if such consent approves the substance thereof. (d) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

With Consent of Holders of Notes. (a) Subject to Except as provided above in Section 6.07 9.01 and below in this Section 9.02(b)9.02, the IssuerIssuers, the Guarantors and the Trustee, together, Trustee may amend or supplement this Indenture and the Notes may be amended or supplemented with the written consent of the Holder or Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), may amend or supplement this Indenture or the Notes without notice and, subject to any other Holders. Subject to Section 6.04Sections 6.04 and 6.07 hereof, the Holder or Holders of a majority in aggregate principal amount of the Notes then outstanding may waive any existing default Default or Event of Default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the for Notes) without notice to any other Holders (except a default in respect of the payment of principal of, premium, if any, or interest on the Notes or a covenant or provision of this Indenture which cannot be modified or amended without the consent of the Holder of each outstanding Note affected). (b) Notwithstanding Section 9.02(a). However, without the consent of each Holder of an outstanding Note affected, an amendment, supplement or waiver, including waiver may not (with respect to any Notes held by a waiver pursuant to Section 6.04, may not:non-consenting Holder): (ia) reduce the principal amount of Notes issued hereunder whose Holders must consent to an amendment, supplement or waiver; (iib) reduce the principal of or change the fixed maturity of any Note issued hereunder or alter any of the provisions with respect to the redemption or repurchase of the outstanding Notes issued hereunder (other than provisions relating to the covenants described above under Section 4.15, except as set forth provided in clause (x) belowSections 3.09, 4.10 and 4.15 hereof); (iiic) reduce the rate of or change the time for payment of interest on any Note issued hereunderNote; (ivd) waive a Default or Event of Default in the payment of principal ofof or premium, or interest or premiumAdditional Interest, if any, on the outstanding Notes issued hereunder (except a rescission of acceleration of the Notes issued hereunder by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes issued hereunder with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (ve) make any Note payable in money other than that stated in the Notes; (vif) make any change in the provisions of this Indenture relating to waivers of past Defaults or impair Events of Default or the right rights of any Holder Holders of Notes to institute suit for receive payments of principal of or premium, interest or Additional Interest, if any, on the enforcement of any payment on or with respect to the NotesNotes (except as permitted in clause (g) below); (viig) waive a redemption or repurchase payment with respect to any Note issued hereunder (other than a payment required by Section 4.15Sections 3.09, except as set forth in clause (x) below4.10 and 4.15 hereof); (viiih) make release any change Guarantor from any of its obligations under its Subsidiary Guarantee or this Indenture, except in accordance with the ranking or priority terms of any Note issued hereunder that would adversely affect the Holders; (ix) modify the Note Guarantees in any manner adverse to the Holders; (x) amend, change or modify in any material respect the obligation of the Issuer to make and consummate a Change of Control Offer in respect of a Change of Control that has occurredthis Indenture; or (xii) make any change in the preceding amendment amendment, supplement and waiver provisions. (c) . Upon the request of the Issuers accompanied by Board Resolutions authorizing their 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 9.06 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. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver waiver, but it shall be sufficient if such consent approves the substance thereof. (d) . After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall give mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to give mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental Indenture or waiver.

With Consent of Holders of Notes. (a) Subject to Except as provided above in Section 6.07 9.01 and below in this Section 9.02(b)9.02, the IssuerIssuers, the Guarantors and the Trustee, together, Trustee may amend or supplement this Indenture and the Notes may be amended or supplemented with the written consent of the Holder or Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), may amend or supplement this Indenture or the Notes without notice and, subject to any other Holders. Subject to Section 6.04Sections 6.04 and 6.07 hereof, the Holder or Holders of a majority in aggregate principal amount of the Notes then outstanding may waive any existing default Default or Event of Default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the for Notes) without notice to any other Holders (except a default in respect of the payment of principal of, premium, if any, or interest on the Notes or a covenant or provision of this Indenture which cannot be modified or amended without the consent of the Holder of each outstanding Note affected). (b) Notwithstanding Section 9.02(a). However, without the consent of each Holder of an outstanding Note affected, an amendment, supplement or waiver, including waiver may not (with respect to any Notes held by a waiver pursuant to Section 6.04, may not:non-consenting Holder): (ia) reduce the principal amount of Notes issued hereunder whose Holders must consent to an amendment, supplement or waiver; (iib) reduce the principal of or change the fixed maturity of any Note issued hereunder or alter any of the provisions with respect to the redemption or repurchase of the outstanding Notes issued hereunder (other than provisions relating to the covenants described above under Section 4.15, except as set forth provided in clause (x) belowSections 3.09, 4.10 and 4.15 hereof); (iiic) reduce the rate of or change the time for payment of interest on any Note issued hereunderNote; (ivd) waive a Default or Event of Default in the payment of principal ofof or premium, or interest or premiumAdditional Interest, if any, on the outstanding Notes issued hereunder (except a rescission of acceleration of the Notes issued hereunder by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes issued hereunder with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (ve) make any Note payable in money other than that stated in the Notes; (vif) make any change in the provisions of this Indenture relating to waivers of past Defaults or impair Events of Default or the right rights of any Holder Holders of Notes to institute suit for receive payments of principal of or premium, if any, interest or Additional Interest, if any, on the enforcement of any payment on or with respect to the NotesNotes (except as permitted in clause (g) below); (viig) waive a redemption or repurchase payment with respect to any Note issued hereunder (other than a payment required by Section 4.15Sections 3.09, except as set forth in clause (x) below4.10 and 4.15 hereof); (viiih) make release any change Guarantor from any of its obligations under its Subsidiary Guarantee or this Indenture, except in accordance with the ranking or priority terms of any Note issued hereunder that would adversely affect the Holders; (ix) modify the Note Guarantees in any manner adverse to the Holders; (x) amend, change or modify in any material respect the obligation of the Issuer to make and consummate a Change of Control Offer in respect of a Change of Control that has occurredthis Indenture; or (xii) make any change in the preceding amendment amendment, supplement and waiver provisions. (c) . Upon the request of the Issuers accompanied by Board Resolutions authorizing their 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 9.06 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. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver waiver, but it shall be sufficient if such consent approves the substance thereof. (d) . After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall give mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to give mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental Indenture or waiver.

With Consent of Holders of Notes. (a) Subject to Except as provided below in this Section 6.07 and Section 9.02(b)9.02, the IssuerCompany, the Guarantors any Subsidiary Guarantor and the Trustee, together, Trustee may amend or supplement this Indenture or the Notes with the written consent of the Holder or Holders of at least a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes); provided, may amend however, that no such modification or supplement this Indenture or the Notes without notice to any other Holders. Subject to Section 6.04amendment may, the Holder or Holders of a majority in aggregate principal amount of the Notes then outstanding may waive any existing default or compliance with any provision of this Indenture or the Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes) without notice to any other Holders (except a default in respect of the payment of principal of, premium, if any, or interest on the Notes or a covenant or provision of this Indenture which cannot be modified or amended without the consent of the Holder of each outstanding Note affected).affected thereby: (b1) Notwithstanding Section 9.02(a)reduce the percentage in principal amount of such outstanding Notes, without the consent of each Holder whose Holders is required for any such amendment or supplemental indenture, or the consent of an outstanding Note affected, an amendment, supplement whose Holders is required for any waiver or waiver, including a waiver pursuant to Section 6.04, may not:compliance with certain provisions of this Indenture; (i2) reduce the principal amount of Notes issued hereunder whose Holders must consent to an amendment, supplement or waiver; (ii) reduce the principal of or change the fixed maturity of any Note issued hereunder or alter the provisions with respect to the redemption of the outstanding Notes issued hereunder (other than provisions relating to the covenants described above under Section 4.15, except as set forth in clause (x) below); (iii) reduce the stated rate of or change extend the stated time for payment of interest on any Note issued hereunderNote; (iv3) reduce the principal of or extend the Stated Maturity of any Note; (4) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed pursuant to Section 3.07 hereof; it being expressly understood that this does not apply to modifications of Sections 4.11 and 4.15 or provisions relating thereto; (5) make any Note payable in money other than that stated in the Note; (6) waive a Default or Event of Default in the payment of principal of, or interest or premiumpremium on, if any, on the outstanding Notes issued hereunder (except a rescission of acceleration of the Notes issued hereunder by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes issued hereunder with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (v) make any Note payable in money other than that stated in the Notes; (vi) make any change in the provisions of this Indenture relating to waivers of past Defaults or impair the right of any Holder to receive payment of the principal of, premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to the such Holder’s Notes; (vii) waive a redemption payment with respect to any Note issued hereunder (other than a payment required by Section 4.15, except as set forth in clause (x) below); (viii) make any change in the ranking or priority of any Note issued hereunder that would adversely affect the Holders; (ix7) modify the Note Subsidiary Guarantees in any manner adverse to the Holders; (x) amend, change or modify in any material respect the obligation Holders of the Issuer to make and consummate a Change of Control Offer in respect of a Change of Control that has occurredNotes; or (xi) 8) make any change in to or modify the preceding amendment ranking of the Notes that would adversely affect the Holders. (b) The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Holders on such record date, or its duly designated proxies, and waiver provisionsonly such Persons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided, that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be canceled and of no further effect. (c) Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence reasonably 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 9.06 and Section 12.04, the Trustee shall join with the Company and each Subsidiary Guarantor in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. (d) It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendmentamendment or waiver, supplement or waiver but it shall be sufficient if such consent approves the substance thereof. (de) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall give mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to give mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental indenture or waiver.

With Consent of Holders of Notes. (a) Subject to Except as provided below in this Section 6.07 and Section 9.02(b)9.02, the Issuer, the Guarantors Company and the Trustee, together, Trustee may amend or supplement this Indenture and the Notes with the written consent of the Holder or Holders of a majority in aggregate principal amount of the Notes Notes, then outstanding voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, for the Notes), may amend or supplement this Indenture or the Notes without notice and, subject to any other Holders. Subject to Section 6.04Sections 6.04 and 6.07 hereof, the Holder or Holders of a majority in aggregate principal amount of the Notes then outstanding may waive any existing default Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest on the Notes) or compliance with any provision of this Indenture or the Notes (includingexcept for certain covenants and provisions of this Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of a majority in principal amount of the Notes, without limitation, then outstanding voting as a single class (including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, for the Notes) without notice to any other Holders (except a default in respect of the payment of principal of, premium, if any, or interest on the Notes or a covenant or provision of this Indenture which cannot be modified or amended without the consent of the Holder of each outstanding Note affected). (b) Notwithstanding Section 9.02(a), without . Without the consent of each Holder of an outstanding Note affectedHolder, an amendment, supplement amendment or waiver, including waiver under this Section 9.02 may not (with respect to any Notes held by a waiver pursuant to Section 6.04, may not:non-consenting Holder): (ia) reduce the principal amount of Notes issued hereunder whose Holders must consent to an amendment, supplement or waiver; (ii) reduce the principal of or change the fixed maturity of any Note issued hereunder or alter the provisions with respect to the redemption of the outstanding Notes issued hereunder (other than provisions relating to the covenants described above under Section 4.15, except as set forth in clause (x) below); (iiib) reduce the rate of or change the time for payment of interest interest, including defaulted interest, on any Note issued hereunderNotes; (ivc) reduce the principal of or change the Stated Maturity of any Notes, or change the date on which any Notes may be subject to redemption or repurchase (except, in the case of repurchases, as would otherwise be permitted under clause (g)), or reduce the redemption or repurchase price for those Notes; (d) make any Note payable in money other than that stated in the Note and this Indenture; (e) impair the right of any Holder to receive payment of principal, premium or interest on that Holder’s Notes on or after the due dates for those payments, or to bring suit to enforce that payment on or with respect to such Holder’s Notes; (f) modify Section 6.04 or 6.07 hereof or this Section; (g) at any time after the Company is obligated to make an Offer to Purchase pursuant to Section 4.14 or 4.21 hereof, change the time at which such offer to purchase must be made or at which the Notes must be repurchased pursuant thereto; (h) reduce the percentage of the principal amount of outstanding Notes necessary for amendment to or waiver of compliance with any provision of this Indenture or the Notes or for waiver of any Default in respect thereof; (i) waive a Default or Event of Default in the payment of principal of, interest on, or interest or premiumredemption payment with respect to, if any, on the outstanding Notes issued hereunder (except a rescission of acceleration of the Notes issued hereunder by the Holders of a majority thereof provided as in aggregate principal amount of the then outstanding Notes issued hereunder with respect to a nonpayment default Section 6.02 and a waiver of the payment default that resulted from such acceleration); (vj) make any Note payable subordinate in money other than that stated in the Notes; (vi) make any change in the provisions of this Indenture relating to waivers of past Defaults or impair the right of any Holder to institute suit for payment the enforcement of any payment on Notes or with respect to the Notes; (vii) waive a redemption payment with respect Subsidiary Guarantees to any Note issued hereunder (other than a payment required by Section 4.15, except as set forth in clause (x) below); (viii) make any change in the ranking or priority of any Note issued hereunder that would adversely affect the Holders; (ix) modify the Note Guarantees in any manner adverse to the Holders; (x) amend, change or modify in any material respect the obligation debt of the Issuer to make and consummate a Change of Control Offer in respect of a Change of Control that has occurredCompany; or (xik) make other than releases permitted by the indenture (i) release the Subsidiary Guarantee of any change in Subsidiary Guarantor that is a Significant Subsidiary or (ii) release the preceding amendment Subsidiary Guarantees of a group of Subsidiary Guarantors that together constitute a Significant Subsidiary. The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any supplemental indenture. If a record date is fixed, the Holders on such record date, or their duly designated proxies, and waiver provisions. (c) only such Persons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 120 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendmentamendment or waiver, supplement or waiver but it shall be sufficient if such consent approves the substance thereof. (d) . After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall give mail to the Holders Holder of each Note affected thereby to such Holder’s address appearing in the Note Register a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to give mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendmentamended or supplemental indenture or waiver. The Company shall deliver to the Trustee an Opinion of Counsel and Officers’ Certificate stating that such amendment complies with the provisions of this Section 9.02 and (ii) after an amendment under this Section 9.01 becomes effective, supplement the Company shall mail a notice to Holders describing such amendments. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.

With Consent of Holders of Notes. (a) Subject to Except as provided above in Section 6.07 8.01 and below in this Section 9.02(b)8.02, the IssuerIssuers, the Guarantors and the TrusteeTrustee may amend or supplement the Base Indenture (as it relates to the Notes), together, this Supplemental Indenture and the Notes with the written consent of the Holder or Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, including any Additional Notes) issued under this Indenture (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), may amend or supplement this Indenture or the Notes without notice to any other Holders. Subject and, subject to Section 6.046.04 and Section 6.07, the Holder or Holders of a majority in aggregate principal amount of the Notes then outstanding may waive any existing default Default or Event of Default or compliance with any provision of this Supplemental Indenture, the Base Indenture (as it relates to the Notes) or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including, without limitation, including any Additional Notes) issued under this Indenture including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the for Notes) without notice to any other Holders (except a default in respect of the payment of principal of, premium, if any, or interest on the Notes or a covenant or provision of this Indenture which cannot be modified or amended without the consent of the Holder of each outstanding Note affected). (b) Notwithstanding Section 9.02(a). However, without the consent of each Holder of an outstanding Note affected, an amendment, supplement or waiver, including waiver may not (with respect to any Notes held by a waiver pursuant to Section 6.04, may not:non-consenting Holder): (i1) reduce the principal amount of Notes issued hereunder whose Holders must consent to an amendment, supplement or waiverwaiver to this Supplemental Indenture, the Notes or the Base Indenture (as it relates to the Notes); (ii2) reduce the principal of or change the fixed maturity of any Note issued hereunder or alter any of the provisions with respect to the redemption of the outstanding Notes issued hereunder (other than provisions relating to the covenants described above under except as provided in Section 3.09, Section 4.10 and Section 4.15, except as set forth in clause (x) below); (iii3) reduce the rate of or change the time for payment of interest on any Note issued hereunderNote; (iv4) waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, on the outstanding Notes issued hereunder (except a rescission of acceleration of the Notes issued hereunder by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes issued hereunder with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (v5) make any Note payable in money currency other than that stated in the Notes; (vi6) make any change in the provisions of this Supplemental Indenture and the Base Indenture (as it relates to the Notes) relating to waivers of past Defaults or impair Events of Default or the right rights of any Holder Holders of Notes to institute suit for receive payments of principal of, or interest or premium, if any, on the enforcement of any payment on or with respect to the NotesNotes (other than payments required by Section 3.09, Section 4.10 and Section 4.15); (vii7) waive a redemption payment with respect to any Note issued hereunder (other than a payment required by Section 3.09, Section 4.10 and Section 4.15, except as set forth in clause (x) below); (viii) make 8) release any change in Guarantor from any of its obligations under its Subsidiary Guarantee or this Supplemental Indenture and the ranking or priority of any Note issued hereunder that would adversely affect the Holders; Base Indenture (ix) modify the Note Guarantees in any manner adverse as it relates to the Holders; (x) amendNotes), change or modify except in any material respect accordance with the obligation terms of the Issuer to make and consummate a Change of Control Offer in respect of a Change of Control that has occurredthis Supplemental Indenture; or (xi9) make any change in the preceding amendment amendment, supplement and waiver provisions. (c) . Upon the request of the Issuers accompanied by Board Resolutions authorizing their 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 8.06, 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. It shall not be necessary for the consent of the Holders of Notes under this Section 8.02 to approve the particular form of any proposed amendment, supplement or waiver waiver, but it shall be sufficient if such consent approves the substance thereof. (d) . After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall give mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to give mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

With Consent of Holders of Notes. (a) Subject to Except as provided above in Section 6.07 8.01 and below in this Section 9.02(b)8.02, the IssuerIssuers, the Guarantors and the TrusteeTrustee may amend or supplement the Base Indenture (as it relates to the Notes), together, this Supplemental Indenture and the Notes with the written consent of the Holder or Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, including any Additional Notes) issued under this Indenture (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), may amend or supplement this Indenture or the Notes without notice to any other Holders. Subject and, subject to Section 6.046.04 and Section 6.07, the Holder or Holders of a majority in aggregate principal amount of the Notes then outstanding may waive any existing default Default or Event of Default or compliance with any provision of this Supplemental Indenture, the Base Indenture (as it relates to the Notes) or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including, without limitation, including any Additional Notes) issued under this Indenture including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the for Notes) without notice to any other Holders (except a default in respect of the payment of principal of, premium, if any, or interest on the Notes or a covenant or provision of this Indenture which cannot be modified or amended without the consent of the Holder of each outstanding Note affected). (b) Notwithstanding Section 9.02(a). However, without the consent of each Holder of an outstanding Note affected, an amendment, supplement or waiver, including waiver may not (with respect to any Notes held by a waiver pursuant to Section 6.04, may not:non-consenting Holder): (i1) reduce the principal amount of Notes issued hereunder whose Holders must consent to an amendment, supplement or waiverwaiver to this Supplemental Indenture, the Notes or the Base Indenture (as it relates to the Notes); (ii2) reduce the principal of or change the fixed maturity of any Note issued hereunder or alter any of the provisions with respect to the redemption of the outstanding Notes issued hereunder (other than provisions relating to the covenants described above under except as provided in Section 3.09, Section 4.10 and Section 4.15, except as set forth in clause (x) below); (iii3) reduce the rate of or change the time for payment of interest on any Note issued hereunderNote; (iv4) waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, on the outstanding Notes issued hereunder (except a rescission of acceleration of the Notes issued hereunder by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes issued hereunder with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (v5) make any Note payable in money currency other than that stated in the Notes; (vi6) make any change in the provisions of this Supplemental Indenture and the Base Indenture (as it relates to the Notes) relating to waivers of past Defaults or impair Events of Default or the right rights of any Holder Holders of Notes to institute suit for receive payments of principal of, or interest or premium, if any, on the enforcement of any payment on or with respect to the NotesNotes (other than payments required by Section 3.09, Section 4.10 and Section 4.15); (vii7) waive a redemption payment with respect to any Note issued hereunder (other than a payment required by Section 3.09, Section 4.10 and Section 4.15, except as set forth in clause (x) below); (viii) make 8) release any change in Guarantor from any of its obligations under its Subsidiary Guarantee or this Supplemental Indenture and the ranking or priority of any Note issued hereunder that would adversely affect the Holders; Base Indenture (ix) modify the Note Guarantees in any manner adverse as it relates to the Holders; (x) amendNotes), change or modify except in any material respect accordance with the obligation terms of the Issuer to make and consummate a Change of Control Offer in respect of a Change of Control that has occurredthis Supplemental Indenture; or (xi9) make any change in the preceding amendment amendment, supplement and waiver provisions. (c) . Upon the request of the Issuers accompanied by Board Resolutions authorizing their 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 8.06, 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. It shall not be necessary for the consent of the Holders of Notes under this Section 8.02 to approve the particular form of any proposed amendment, supplement or waiver waiver, but it shall be sufficient if such consent approves the substance thereof. (d) . After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall give send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

With Consent of Holders of Notes. (a) Subject to Except as provided below in this Section 6.07 and Section 9.02(b)10.02, the IssuerCompany, the Guarantors any Subsidiary Guarantor and the Trustee, together, Trustee may amend or supplement this Indenture or the Notes with the written consent of the Holder or Holders of at least a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes); provided, may amend however, that no such modification or supplement this Indenture or the Notes without notice to any other Holders. Subject to Section 6.04amendment may, the Holder or Holders of a majority in aggregate principal amount of the Notes then outstanding may waive any existing default or compliance with any provision of this Indenture or the Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes) without notice to any other Holders (except a default in respect of the payment of principal of, premium, if any, or interest on the Notes or a covenant or provision of this Indenture which cannot be modified or amended without the consent of the Holder of each outstanding Note affected).affected thereby: (b1) Notwithstanding Section 9.02(a)reduce the percentage in principal amount of such outstanding Notes, without the consent of each Holder whose Holders is required for any such amendment or supplemental indenture, or the consent of an outstanding Note affected, an amendment, supplement whose Holders is required for any waiver or waiver, including a waiver pursuant to Section 6.04, may not:compliance with certain provisions of this Indenture; (i2) reduce the principal amount of Notes issued hereunder whose Holders must consent to an amendment, supplement or waiver; (ii) reduce the principal of or change the fixed maturity of any Note issued hereunder or alter the provisions with respect to the redemption of the outstanding Notes issued hereunder (other than provisions relating to the covenants described above under Section 4.15, except as set forth in clause (x) below); (iii) reduce the stated rate of or change extend the stated time for payment of interest on any Note issued hereunderNote; (iv3) reduce the principal of or extend the Stated Maturity of any Note; (4) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed pursuant to Section 4.07 hereof; it being expressly understood that this does not apply to (i) modifications of Sections 5.11 and 5.15 or provisions relating thereto, or (ii) provisions relating to minimum notices required for redemption of Notes described in Article Four or in the terms of the Notes; (5) make any Note payable in money other than that stated in the Note; (6) waive a Default or Event of Default in the payment of principal of, or interest or premiumpremium on, if any, on the outstanding Notes issued hereunder (except a rescission of acceleration of the Notes issued hereunder by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes issued hereunder with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (v) make any Note payable in money other than that stated in the Notes; (vi) make any change in the provisions of this Indenture relating to waivers of past Defaults or impair the right of any Holder to receive payment of the principal of, premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to the such Holder’s Notes; (vii) waive a redemption payment with respect to any Note issued hereunder (other than a payment required by Section 4.15, except as set forth in clause (x) below); (viii) make any change in the ranking or priority of any Note issued hereunder that would adversely affect the Holders; (ix7) modify the Note Subsidiary Guarantees in any manner adverse to the Holders; (x) amend, change or modify in any material respect the obligation Holders of the Issuer to make and consummate a Change of Control Offer in respect of a Change of Control that has occurredNotes; or (xi) 8) make any change in to or modify the preceding amendment ranking of the Notes that would adversely affect the Holders. (b) The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Holders on such record date, or its duly designated proxies, and waiver provisionsonly such Persons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided, that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be canceled and of no further effect. (c) Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence reasonably 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 10.06 and Section 13.04, the Trustee shall join with the Company and each Subsidiary Guarantor in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. (d) It shall not be necessary for the consent of the Holders of Notes under this Section 10.02 to approve the particular form of any proposed amendmentamendment or waiver, supplement or waiver but it shall be sufficient if such consent approves the substance thereof. (de) After an amendment, supplement or waiver under this Section 9.02 10.02 becomes effective, the Issuer Company shall give mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to give mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental indenture or waiver.

With Consent of Holders of Notes. (a) Subject to Except as provided above in Section 6.07 9.01 and below in this Section 9.02(b)9.02, the IssuerIssuers, the Guarantors and the Trustee, together, Trustee may amend or supplement this Indenture and the Notes may be amended or supplemented with the written consent of the Holder or Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), may amend or supplement this Indenture or the Notes without notice and, subject to any other Holders. Subject to Section 6.04Sections 6.04 and 6.07 hereof, the Holder or Holders of a majority in aggregate principal amount of the Notes then outstanding may waive any existing default Default or Event of Default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the for Notes) without notice to any other Holders (except a default in respect of the payment of principal of, premium, if any, or interest on the Notes or a covenant or provision of this Indenture which cannot be modified or amended without the consent of the Holder of each outstanding Note affected). (b) Notwithstanding Section 9.02(a). However, without the consent of each Holder of an outstanding Note affected, an amendment, supplement or waiver, including waiver may not (with respect to any Notes held by a waiver pursuant to Section 6.04, may not:non-consenting Holder): (ia) reduce the principal amount of Notes issued hereunder whose Holders must consent to an amendment, supplement or waiver; (iib) reduce the principal of or change the fixed maturity of any Note issued hereunder or alter any of the provisions with respect to the redemption or repurchase of the outstanding Notes issued hereunder (other than the provisions relating to the covenants described above under Section 4.15in Sections 3.09, except as set forth in clause (x) below4.10 and 4.15 hereof); (iiic) reduce the rate of or change the time for payment of interest interest, including default interest, on any Note issued hereunderNote; (ivd) waive a Default or Event of Default in the payment of principal of, or interest interest, premium, or premiumAdditional Interest, if any, on on, the outstanding Notes issued hereunder (except a rescission of acceleration of the Notes issued hereunder by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes issued hereunder with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (ve) make any Note payable in money other than that stated in the Notes; (vif) make any change in the provisions of this Indenture relating to waivers of past Defaults or impair Events of Default or the right rights of any Holder Holders of Notes to institute suit for receive payments of principal of, or interest, premium, or Additional Interest, if any, on, the enforcement of any payment on or with respect to the NotesNotes (except as permitted in clause (g) below); (viig) waive a redemption or repurchase payment with respect to any Note issued hereunder (other than a payment required by Section 4.15Sections 3.09, except as set forth in clause (x) below4.10 and 4.15 hereof); (viiih) make release any change Guarantor from any of its obligations under its Subsidiary Guarantee or this Indenture, except in accordance with the ranking or priority terms of any Note issued hereunder that would adversely affect the Holders; (ix) modify the Note Guarantees in any manner adverse to the Holders; (x) amend, change or modify in any material respect the obligation of the Issuer to make and consummate a Change of Control Offer in respect of a Change of Control that has occurredthis Indenture; or (xii) make any change in the preceding amendment amendment, supplement and waiver provisions. (c) . Upon the request of the Issuers accompanied by Board Resolutions authorizing their 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 9.06 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. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver waiver, but it shall be sufficient if such consent approves the substance thereof. (d) . After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall give mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to give mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental Indenture or waiver.

With Consent of Holders of Notes. (a) Subject to Section 6.07 and Section 9.02(b), the The Issuer, the Guarantors and the TrusteeTrustee may amend or supplement the Indenture, together, the Security Documents and any Intercreditor Agreement (in so far as relating to the Notes) and the Notes with the written consent of the Holder or Holders holders of 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 Section 9.2(b), any past default or compliance with any provisions may be waived with the consent of the holders of a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), may amend or supplement this Indenture or the Notes without notice to any other Holders. Subject to Section 6.04, the Holder or Holders of a majority in aggregate principal amount of the Notes then outstanding may waive any existing default or compliance with any provision of this Indenture or the Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes) without notice to any other Holders (except a default in respect of the payment of principal of, premium, if any, or interest on the Notes or a covenant or provision of this Indenture which cannot be modified or amended without the consent of the Holder of each outstanding Note affected). (b) Notwithstanding Section 9.02(a)However, without the consent of each Holder holder of an outstanding Note affected, an amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may notno amendment may: (i1) reduce the principal amount of Notes issued hereunder whose Holders holders must consent to an amendment, supplement or waiver; (ii2) reduce the stated rate of or extend the stated time for payment of interest, including default interest and Additional Amounts, on any Note; (3) reduce the principal of or change extend the fixed maturity Stated Maturity or Maturity Date or amend the definition of “Stated Maturity” or “Maturity Date” of any Note; (4) reduce the premium payable upon the redemption or repurchase of any Note issued hereunder or alter change the provisions with respect to the redemption of the outstanding Notes issued hereunder (other than provisions relating to the covenants described above under Section 4.15, except time at which any Note may be redeemed or repurchased as set forth in clause (x) below)Section 3.1, 4.14 or 4.9 above or Paragraphs 7, 8, 10 and 11 of the Notes, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise; (iii) reduce the rate of or change the time for payment of interest on any Note issued hereunder; (iv) waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, on the outstanding Notes issued hereunder (except a rescission of acceleration of the Notes issued hereunder by the Holders of a majority in aggregate principal amount of the then outstanding Notes issued hereunder with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (v5) make any Note payable in money other than that stated in the NotesNote; (vi6) make any change in the provisions of this Indenture relating to waivers of past Defaults or impair the right of any Holder holder to receive payment of premium, if any, Additional Amounts, if any, principal of and interest on such holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to the such holder’s Notes; (vii7) waive a redemption payment with respect to release any Note issued hereunder (other than a payment required by Section 4.15Guarantor from its obligations under the Guarantee or this Indenture, except as set forth in clause (x) below)accordance with this Indenture; (viii8) directly or indirectly release the Collateral except as permitted by the terms of this Indenture, the Security Documents or the Intercreditor Agreements; or (9) make any change in the ranking amendment provisions which require each holder’s consent or priority in the waiver provisions. Upon the written request of the Issuer, accompanied by a Board Resolution authorizing the execution of any Note issued hereunder that would adversely affect such amended or supplemental indenture or other document, as applicable, and upon the Holders; (ix) modify filing with the Note Guarantees in any manner adverse Trustee of evidence satisfactory to the Holders; (x) amend, change or modify in any material respect the obligation Trustee of the consent of the holders of the Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.5, the Trustee shall join with the Issuer to make and consummate a Change of Control Offer in respect of a Change of Control that has occurred; or (xi) make any change the Guarantors in the preceding amendment and waiver provisions. (c) execution of such amended or supplemental indenture or other document, as applicable, unless such amended or supplemental indenture or other document, as applicable, adversely affects the Trustee’s own rights, duties or immunities hereunder, thereunder or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture or other document, as applicable. It shall not be necessary for the consent of the Holders holders under this Section 9.2 to approve the particular form of any proposed amendmentamendment or waiver, supplement or waiver but it shall be sufficient if such consent approves the substance thereof. (d) . After an amendment, supplement or waiver under this Section 9.02 9.2 becomes effective, the Issuer shall give mail to the Holders affected thereby holders of the Notes (with a copy to the Trustee) a notice briefly describing the amendment, supplement or waiver. Any However, the failure of the Issuer to give such noticenotice to all holders of the Notes, or any defect therein, shall not, however, will not in any way impair or affect the validity of such amended or supplemented indenture or waiver. In addition, for so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of such stock exchange so require, the Issuer shall publish notice of any such amendment, supplement or waiverwaiver in a daily newspaper with general circulation in The Grand Duchy of Luxembourg (which is expected to be the Luxembourg Wort) or on the website of the Luxembourg Stock Exchange at xxx.xxxxxx.xx.

With Consent of Holders of Notes. (a) Subject to Section Sections 6.07 and Section 9.02(b)9.03, the IssuerCompany, the Guarantors and the Trustee, together, with the written consent of the Holder or Holders of at least a majority in aggregate principal amount of the outstanding Notes then outstanding (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), may amend or supplement this Indenture or the Notes without notice to any other Holders. Subject to Section 6.04Sections 6.07 and 9.03, the Holder or Holders of a majority in aggregate principal amount of the Notes then outstanding Notes may waive any existing default or compliance with any provision of this Indenture or the Notes (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes) without notice to any other Holders (except a default in respect of the payment of principal of, premium, if any, or interest on the Notes or a covenant or provision of this Indenture which cannot be modified or amended without the consent of the Holder of each outstanding Note affectedNotes). (b) Notwithstanding Section 9.02(a), without the consent of each Holder of an outstanding Note affected, an amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may not:not (with respect to any Notes issued hereunder and held by a non-consenting Holder): (i) reduce the principal amount of Notes issued hereunder whose Holders must consent to an amendment, supplement or waiver; (ii) reduce the principal of or change the fixed maturity of any Note issued hereunder or alter the provisions with respect to the redemption of the outstanding Notes issued hereunder (other than provisions relating to the covenants described above under Section Sections 4.10 and 4.15, except as set forth in clause (x) below); (iii) reduce the rate of or change the time for payment of interest on any Note issued hereunder; (iv) waive a Default or Event of Default in the payment of principal of, or interest or premium, or Additional Interest, if any, on the outstanding Notes issued hereunder (except a rescission of acceleration of the Notes issued hereunder by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes issued hereunder with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (v) make any Note payable in money other than that stated in the Notes; (vi) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders hereunder to receive payments of principal of, or interest or premium or Additional Interest, if any, on the Notes or impair the right of any Holder to institute suit for the enforcement of any payment on or with respect to the Notes; (vii) waive a redemption payment with respect to any Note issued hereunder (other than a payment required by Section Sections 4.10 and 4.15, except as set forth in clause (x) below); (viii) make any change in the ranking or priority of any Note issued hereunder that would adversely affect the Holders; (ix) modify the Note Guarantees in any manner adverse to the Holders; (x) amend, change or modify in any material respect the obligation of the Issuer Company to make and consummate a Change of Control Offer in respect of a Change of Control that has occurredoccurred or make and consummate an Asset Sale Offer in respect of an Asset Sale that has been consummated after a requirement to make an Asset Sale Offer has arisen; or (xi) make any change in the preceding amendment and waiver provisions. (c) It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, supplement or waiver but it shall be sufficient if such consent approves the substance thereof. (d) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall give mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to give mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

With Consent of Holders of Notes. (a) Subject to Except as provided above in Section 6.07 9.01 and below in this Section 9.02(b)9.02, the IssuerCompany, the Subsidiary Guarantors and the TrusteeTrustee may amend or supplement this Indenture, together, the Notes or the Subsidiary Guarantees with the written consent of the Holder or Holders of 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, the Notes), may amend and, subject to Section 6.04 and 6.07, any existing Default or supplement Event of Default or compliance with any provision of this Indenture Indenture, the Notes or the Notes without notice to any other Holders. Subject to Section 6.04, Subsidiary Guarantees may be waived with the Holder or consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding may waive any existing default or compliance with any provision of this Indenture or the Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes) without notice to any other Holders (except a default in respect of the payment of principal of, premium, if any, or interest on the Notes or a covenant or provision of this Indenture which cannot be modified or amended without the consent of the Holder of each outstanding Note affected). (b) Notwithstanding Section 9.02(a). However, without the consent of each Holder of an outstanding Note affectedaffected thereby, an amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may not: (i1) reduce the percentage of principal amount of Notes issued hereunder whose Holders must consent to an amendment, supplement or waiver; (ii2) reduce the principal of of, or change the fixed maturity of of, any Note issued hereunder or alter the provisions with respect to the redemption of the outstanding Notes issued hereunder (other than with respect to (x) minimum notice required for optional redemption or (y) the provisions relating to Sections 4.10 and 4.15), including any provision relating to the covenants described above under Section 4.15, except as set forth in clause (x) below)premium payable upon any such purchase or redemption; (iii3) reduce the rate of or change the time for payment of interest interest, including default interest, on any Note issued hereunderNote; (iv4) impair the right of any Holder to institute suit for the enforcement of any payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the redemption date); (5) waive a Default or Event of Default in the payment of principal of, or interest interest, or premium, if any, on on, the outstanding Notes issued hereunder (except a rescission of acceleration of the Notes issued hereunder by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes issued hereunder with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (v6) make any Note payable in money other than that stated in the Notes; (vi7) make any change in the provisions of this Indenture relating to waivers of past Defaults or impair the right rights of any Holder Holders to institute suit for the enforcement receive payments of any payment on principal of, or with respect to interest, or premium, if any, on, the Notes; (vii) 8) waive a redemption payment with respect to any Note issued hereunder (other than a payment required by Section 3.08, 4.10 or 4.15, except as set forth in clause (x) below); (viii9) make release any change Subsidiary Guarantor from any of its obligations under its Subsidiary Guarantee or this Indenture, except in accordance with the ranking or priority terms of any Note issued hereunder that would adversely affect the Holders; (ix) modify the Note Guarantees in any manner adverse to the Holders; (x) amend, change or modify in any material respect the obligation of the Issuer to make and consummate a Change of Control Offer in respect of a Change of Control that has occurredthis Indenture; or (xi10) make any change in the preceding amendment amendment, supplement and waiver provisions. (b) Upon the request of the Company and upon the receipt by the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.06, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of such amendment, supplement or waiver, unless such amendment, supplement or waiver affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amendment, supplemental indenture or waiver. (c) It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver waiver, but it shall be sufficient if such consent approves the substance thereof. (d) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall give send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to give send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

With Consent of Holders of Notes. Except as provided below in this Section 8.2, this Indenture or the Notes may be amended, modified or supplemented, and noncompliance in any particular instance with any provision of this Indenture or the Notes may be waived, in each case (ai) Subject to Section 6.07 and Section 9.02(b), the Issuer, the Guarantors and the Trustee, together, with the written consent of the Holder Holders of at least a majority in aggregate principal amount of the outstanding Notes or (ii) by the adoption of a resolution, at a meeting of Holders of the outstanding Notes at which a quorum (as prescribed in Section 9.4) is present, by the Holders of a majority in aggregate principal amount of the outstanding Notes then outstanding represented at such meeting. Without the written consent or the affirmative vote of each Holder so affected, an amendment, modification or waiver under this Section 8.2 may not: (including, without limitation, consents obtained in connection with a purchase a) change the maturity of the principal of, or tender offer or exchange offer forany installment of interest on, any Note; (b) reduce the Notes), may amend or supplement this Indenture or the Notes without notice to any other Holders. Subject to Section 6.04, the Holder or Holders of a majority in aggregate principal amount of the Notes then outstanding may waive any existing default or compliance with any provision of this Indenture or the Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer premium, if any, or exchange offer forinterest (including any payment of liquidated damages, if any) on any Note; (c) change the Notes) without notice to any other Holders (except a default in respect currency of the payment of principal of, premium, if any, or interest on the Notes or a covenant or provision of this Indenture which cannot be modified or amended without the consent of the Holder of each outstanding Note affected). (b) Notwithstanding Section 9.02(a), without the consent of each Holder of an outstanding Note affected, an amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may not: (i) reduce the principal amount of Notes issued hereunder whose Holders must consent to an amendment, supplement or waiverany Note; (iid) reduce the principal of or change the fixed maturity of any Note issued hereunder or alter the provisions with respect to the redemption of the outstanding Notes issued hereunder (other than provisions relating to the covenants described above under Section 4.15, except as set forth in clause (x) below); (iii) reduce the rate of or change the time for payment of interest on any Note issued hereunder; (iv) waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, on the outstanding Notes issued hereunder (except a rescission of acceleration of the Notes issued hereunder by the Holders of a majority in aggregate principal amount of the then outstanding Notes issued hereunder with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (v) make any Note payable in money other than that stated in the Notes; (vi) make any change in the provisions of this Indenture relating to waivers of past Defaults or impair the right of any Holder to institute suit for the enforcement of any payment on in or with respect to the Notesany Note; (viie) waive a redemption payment with respect modify the obligations of the Issuer or the Company to any Note issued hereunder (other than a payment required by maintain an office or agency in The City of New York pursuant to Section 4.15, except as set forth in clause (x) below)10.2 hereof; (viiif) make any change amend the Designated Event Repurchase Right after the occurrence of a Change in Control or the ranking or priority of right to convert any Note issued hereunder that would adversely affect in a manner adverse to the Holders; (ix) modify ; provided, however, that the Note Guarantees in any manner execution of a supplemental indenture solely to permit an Acquiror to assume the Issuer’s or the Company’s obligations under the Notes shall not be deemed to be adverse to the Holders; (xg) amend, change reduce the percentage of aggregate principal amount of Notes outstanding necessary to waive a default or amend or modify in any material respect this Indenture, except to provide that certain other provisions of this Indenture cannot be modified or waived without the obligation consent of the Issuer to make and consummate a Change Holder of Control Offer in respect of a Change of Control that has occurredeach outstanding Note affected thereby; or (xih) make reduce the requirements of Section 9.4 hereof for quorum or voting, or reduce the percentage of aggregate principal amount of the outstanding Notes the consent of whose Holders is required for any change such supplemental indenture or the consent of whose Holders is required for any waiver provided for in the preceding amendment and waiver provisions. (c) this Indenture. It shall not be necessary for the consent any Act of the Holders of Notes under this Section 8.2 to approve the particular form of any proposed amendmentsupplemental indenture, supplement or waiver but it shall be sufficient if such consent approves Act of Holders shall approve the substance thereof. (d) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

With Consent of Holders of Notes. (a) Subject to Section 6.07 and Section 9.02(b)6.07, the IssuerCompany, the Guarantors and the Trustee, together, with the written consent of the Holder or Holders of 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, the Notes), may amend or supplement this Indenture or the Notes without notice to any other Holders. Subject to Section 6.046.07, the Holder or Holders of a majority in aggregate principal amount of the Notes then outstanding may waive any existing default or compliance with any provision of this Indenture or the Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes) without notice to any other Holders (except a default in respect of the payment of principal of, premium, if any, or interest on the Notes or a covenant or provision of this Indenture which cannot be modified or amended without the consent of the Holder of each outstanding Note affected). (b) Notwithstanding Section 9.02(a), without the consent of each Holder of an outstanding Note affected, an amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may not: (i) reduce the principal amount of Notes issued hereunder whose Holders must consent to an amendment, supplement or waiver; (ii) reduce the principal of or change the fixed maturity of any Note issued hereunder or alter the provisions with respect to the redemption of the outstanding Notes issued hereunder (other than provisions relating to the covenants described above under Section 4.15, except as set forth in clause (x) below); (iii) reduce the rate of or change the time for payment of interest on any Note issued hereunder; (iv) waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, on the outstanding Notes issued hereunder (except a rescission of acceleration of the Notes issued hereunder by the Holders of a majority in aggregate principal amount of the then outstanding Notes issued hereunder with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (v) make any Note payable in money other than that stated in the Notes; (vi) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders hereunder to receive payments of principal of, or interest or premium, if any, on the Notes or impair the right of any Holder to institute suit for the enforcement of any payment on or with respect to the Notes; (vii) waive a redemption payment with respect to any Note issued hereunder (other than a payment required by Section 4.15, except as set forth in clause (x) below); (viii) make any change in the ranking or priority of any Note issued hereunder that would adversely affect the Holders; (ix) modify the Note Guarantees in any manner adverse to the Holders; (x) amend, change or modify in any material respect the obligation of the Issuer Company to make and consummate a Change of Control Offer in respect of a Change of Control that has occurred; or (xi) make any change in the preceding amendment and waiver provisions. (c) It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, supplement or waiver but it shall be sufficient if such consent approves the substance thereof. (d) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

With Consent of Holders of Notes. (a) Subject to Except as provided above in Section 6.07 9.01 and below in this Section 9.02(b)9.02, the IssuerIssuers, the Guarantors and the Trustee, together, with the written consent of the Holder or Holders of 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, the Notes), Trustee may amend or supplement this Indenture or and the Notes without notice to any other Holders. Subject to Section 6.04, may be amended or supplemented with the Holder or consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding may waive any existing default or compliance with any provision of this Indenture or the Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes) without notice ), and, subject to Sections 6.04 and 6.07 hereof, any other Holders (except a default in respect existing Default or Event of the payment of principal of, premium, if any, Default or interest on the Notes or a covenant or compliance with any provision of this Indenture which cannot or the Notes may be modified or amended without waived with the consent of the Holder Holders of each a majority in principal amount of the then outstanding Note affectedNotes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for Notes). (b) Notwithstanding Section 9.02(a). However, without the consent of each Holder of an outstanding Note affected, an amendment, supplement or waiver, including waiver may not (with respect to any Notes held by a waiver pursuant to Section 6.04, may not:non-consenting Holder): (ia) reduce the principal amount of Notes issued hereunder whose Holders must consent to an amendment, supplement or waiver; (iib) reduce the principal of or change the fixed maturity of any Note issued hereunder or alter the provisions with respect to the redemption or repurchase of the outstanding Notes issued hereunder (other than except (i) for provisions relating to minimum notices required for redemption of Notes described in Article 3 or in the covenants described above under Section 4.15terms of the Notes and (ii) as provided in Sections 3.09, except as set forth in clause (x) below4.10 and 4.15 hereof); (iiic) reduce the rate of or change the time for payment of interest on any Note issued hereunderNote; (ivd) waive a Default or Event of Default in the payment of principal of, or interest interest, Additional Interest, if any, or premium, if any, on on, the outstanding Notes issued hereunder (except a rescission of acceleration of the Notes issued hereunder by the Holders of a majority in aggregate principal amount of the then outstanding Notes issued hereunder with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (ve) make any Note payable in money currency other than that stated in the Notes; (vif) make any change in the provisions of this Indenture relating to waivers of past Defaults or impair the right rights of any Holder Holders of Notes to institute suit for receive payments of principal of, or interest, Additional Interest, if any, or premium, if any, on, the enforcement of any payment on or with respect to the NotesNotes (other than as permitted in clause (g) below); (viig) waive a redemption or repurchase payment with respect to any Note issued hereunder (other than a payment required by Section 4.15Sections 3.09, except as set forth in clause (x) below4.10 and 4.15 hereof); (viiih) make release any change Guarantor from any of its obligations under its Subsidiary Guarantee or this Indenture, except in accordance with the ranking or priority terms of any Note issued hereunder that would adversely affect the Holders; (ix) modify the Note Guarantees in any manner adverse to the Holders; (x) amend, change or modify in any material respect the obligation of the Issuer to make and consummate a Change of Control Offer in respect of a Change of Control that has occurredthis Indenture; or (xii) make any change in the preceding amendment amendment, supplement and waiver provisions. (c) . Upon the request of the Issuers accompanied by Board Resolutions authorizing their 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 9.06 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. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver waiver, but it shall be sufficient if such consent approves the substance thereof. (d) . After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall give send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to give send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental Indenture or waiver.

With Consent of Holders of Notes. (a) Subject to Section 6.07 and Section 9.02(b)6.07, the IssuerCompany, the Guarantors and the Trustee, together, with the written consent of the Holder or Holders of a majority in aggregate principal amount of the outstanding Notes then outstanding (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), may amend or supplement this Indenture or the Notes without notice to any other Holders. Subject to Section 6.046.07, the Holder or Holders of a majority in aggregate principal amount of the Notes then outstanding Notes may waive any existing default or compliance with any provision of this Indenture or the Notes (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes) without notice to any other Holders (except a default in respect of the payment of principal of, premium, if any, or interest on the Notes or a covenant or provision of this Indenture which cannot be modified or amended without the consent of the Holder of each outstanding Note affectedNotes). (b) Notwithstanding Section 9.02(a), without the consent of each Holder of an outstanding Note affected, an amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may not: (i) reduce the principal amount of Notes issued hereunder whose Holders must consent to an amendment, supplement or waiver; (ii) reduce the principal of or change the fixed maturity of any Note issued hereunder or alter the provisions with respect to the redemption of the outstanding Notes issued hereunder (other than provisions relating to the covenants described above under Section 4.15, except as set forth in clause (x) below); (iii) reduce the rate of or change the time for payment of interest on any Note issued hereunder; (iv) waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, on the outstanding Notes issued hereunder (except a rescission of acceleration of the outstanding Notes issued hereunder by the Holders of a majority in aggregate principal amount of the then outstanding Notes issued hereunder with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (v) make any Note payable in money other than that stated in the Notes; (vi) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders hereunder to receive payments of principal of, or interest or premium, if any, on the Notes or impair the right of any Holder to institute suit for the enforcement of any payment on or with respect to the Notes; (vii) waive a redemption payment with respect to any Note issued hereunder (other than a payment required by Section 4.15, except as set forth in clause (x) below); (viii) make any change in the ranking or priority of any Note issued hereunder that would adversely affect the Holders; (ix) modify the Note Guarantees in any manner adverse to the Holders; (x) amend, change or modify in any material respect the obligation of the Issuer Company to make and consummate a Change of Control Offer in respect of a Change of Control that has occurred; or (xi) make any change in the preceding amendment and waiver provisions. (c) It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, supplement or waiver but it shall be sufficient if such consent approves the substance thereof. (d) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

With Consent of Holders of Notes. (a) Subject With the consent of the Holders of not less than a majority in principal amount of the Outstanding Notes, by act of said Holders delivered to Section 6.07 the Issuer and Section 9.02(b)the Trustee, the Issuer, the Guarantors any Guarantor (with respect to any Guarantee to which it is a party or this Indenture) and the TrusteeTrustee may amend or supplement this Indenture, togetherany Guarantee and the Notes, and the Notes Collateral Agent may amend the Notes Collateral Documents, in each case for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions or of modifying in any manner the rights of the Holders hereunder or thereunder (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes) and any existing Default or Event of Default or compliance with any provision of this Indenture, the Notes, the Guarantees or the Notes Collateral Documents may be waived with the written consent of the Holders of not less than a majority in principal amount of the Outstanding Notes, other than Notes beneficially owned by the Issuer or its Affiliates (including consents obtained in connection with a purchase of or tender offer or exchange offer for Notes); provided that, without consent of the Holder of each Outstanding Note affected thereby, no such amendment, supplement or waiver shall, with respect to any Notes held by a non-consenting Holder: (1) reduce the principal amount of the Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of or change the Stated Maturity of any such Note or reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed pursuant to Section 3.07; (3) reduce the rate of or change the time for payment of interest on any Note; (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Notes issued under this Indenture, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any guarantee which cannot be amended or modified without the consent of all Holders of the Notes; (5) make any Note payable in money other than that stated in the Notes; (6) make any change in Section 6.08 or the rights of Holders of the Notes to receive payments of principal of or premium, if any, or interest on the Notes; (7) make any changes to this Section 9.02; (8) impair the right of any Holder to receive payment of principal of, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; or (9) make any change to or modify the ranking of any Note or related Guarantee that would adversely affect the Holders of the Notes. (b) Notwithstanding the provisions of Section 9.02(a), without the consent of the Holders of at least two-thirds 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, the Notes), may amend or supplement this Indenture or the Notes without notice to any other Holders. Subject to Section 6.04, the Holder or Holders of a majority in aggregate principal amount of the Notes then outstanding may waive any existing default or compliance with any provision of this Indenture or the Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes) without notice to any other Holders (except a default in respect of the payment of principal of, premium, if any, or interest on the Notes or a covenant or provision of this Indenture which cannot be modified or amended without the consent of the Holder of each outstanding Note affected). (b) Notwithstanding Section 9.02(a), without the consent of each Holder of an outstanding Note affected, an amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may not: (i) reduce release all or substantially all of the principal amount of Collateral (including any and all Guarantees), except as otherwise permitted by this Indenture or the Notes issued hereunder whose Holders must consent to an amendment, supplement or waiver;Collateral Documents; or (ii) reduce modify the principal of Intercreditor Agreements or change the fixed maturity of any Note issued hereunder or alter the provisions in this Indenture dealing with respect to the redemption of the outstanding Notes issued hereunder (other than provisions relating to the covenants described above under Section 4.15, except as set forth in clause (x) below); (iii) reduce the rate of or change the time for payment of interest on any Note issued hereunder; (iv) waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, on the outstanding Notes issued hereunder (except a rescission of acceleration of the Notes issued hereunder by the Holders of a majority in aggregate principal amount of the then outstanding Notes issued hereunder with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (v) make any Note payable in money other than that stated in the Notes; (vi) make any change in the provisions of this Indenture relating to waivers of past Defaults or impair the right of any Holder to institute suit for the enforcement of any payment on or with respect to the Notes; (vii) waive a redemption payment with respect to any Note issued hereunder (other than a payment required by Section 4.15, except as set forth in clause (x) below); (viii) make any change in the ranking or priority of any Note issued hereunder that would adversely affect the Holders; (ix) modify the Note Guarantees Collateral Documents in any manner materially adverse to the Holders; (x) amend, change except as otherwise permitted by this Indenture or modify in any material respect the obligation of the Issuer to make and consummate a Change of Control Offer in respect of a Change of Control that has occurred; or (xi) make any change in the preceding amendment and waiver provisionsNotes Collateral Documents. (c) It shall not be necessary for the consent of the Holders of Notes under this Section 9.01 to approve the particular form of any proposed amendmentamendment or waiver, supplement or waiver but it shall be sufficient if such consent approves the substance thereof. (d) After an amendment, supplement . A consent to any amendment or waiver under either this Section 9.02 becomes effectiveIndenture, the Issuer shall give to the Holders affected thereby a notice briefly describing the amendmentNotes, supplement or waiver. Any failure of the Issuer to give such noticeas applicable, or any defect thereinGuarantee, by any Holder given in connection with a tender or exchange of such Holder’s Notes shall not, however, in any way impair not be rendered invalid by such tender or affect the validity of any such amendment, supplement or waiverexchange.

With Consent of Holders of Notes. (a) Subject to Except as provided below in this Section 6.07 and Section 9.02(b)9.02, the IssuerCompany, the Guarantors and the Trustee, togetherthe Collateral Agent and each Agent may amend or supplement this Indenture (including, without limitation, Section 3.09, 4.10 and 4.15 hereof) and the Notes, and the Company, the Subsidiary Guarantors, the Trustee and the Collateral Agent, as the case may be, may amend or supplement the Note Guarantees, the Security Documents, the Escrow Agreement, the Note Disbursement and Account Agreement, or the Intercompany Note Proceeds Loan with the written consent of the Holder or Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), may amend and, subject to Sections 6.04 and 6.07 hereof, any existing Default or supplement Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or Additional Amounts, if any, or interest on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture Indenture, the Notes, the Note Guarantees, the Security Documents or the Notes without notice to any other Holders. Subject to Section 6.04, Intercompany Note Proceeds Loan may be waived with the Holder or consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding may waive any existing default or compliance with any provision of this Indenture or the Notes (including Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes) without notice to any other Holders (except a default in respect ). Upon the request of the payment Company accompanied by a resolution of principal ofits Board of Directors authorizing the execution of any such amended or supplemental indenture, premiumand upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02, 9.06, 13.04 and 13.05 hereof, the Trustee, the Collateral Agent and each Agent will join with the Company and the Subsidiary Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects either the Trustee’s, the Collateral Agent’s or any Agent’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee, the Collateral Agent and each Agent (as the case may be) may in their discretion, but will not be obligated to, enter into such amended or supplemental indenture. It is not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if anysuch consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or interest on any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes or then outstanding voting as a covenant or single class may waive compliance in a particular instance by the Company with any provision of this Indenture which cannot be modified or amended without the consent of the Holder of each outstanding Note affected). (b) Notwithstanding Section 9.02(a)Notes. However, without the consent of each Holder of an outstanding Note (including the Additional Notes) affected, an amendment, supplement or waiver, waiver under this Section 9.02 may not (with respect to any Notes (including the Additional Notes) held by a waiver pursuant to Section 6.04, may not:non-consenting Holder): (i1) reduce the principal amount of Notes issued hereunder whose Holders must consent to an amendment, supplement or waiver; (ii2) reduce the principal of of, premium, if any, or change the fixed maturity of any Note issued hereunder or alter the provisions with respect to the redemption of the outstanding Notes issued hereunder (other than provisions relating to the covenants described above under Section 4.15, except as set forth in clause (x) belowprovided above with respect to Sections 3.09, 4.10 and 4.15 hereof); (iii3) reduce the rate of or change the time for payment of interest interest, including default interest, on any Note issued hereunderNote; (iv4) waive a Default or Event of Default in the payment of principal of, or interest interest, premium or premiumAdditional Amounts, if any, on on, the outstanding Notes issued hereunder (except a rescission of acceleration of the Notes issued hereunder by the Holders holders of at least a majority in aggregate principal amount of the then outstanding Notes issued hereunder with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (v5) make any Note payable in money other than that stated in the Notes; (vi6) make any change in the provisions of this Indenture relating to waivers of past Defaults or impair the right rights of any Holder Holders of Notes to institute suit for the enforcement receive payments of any payment on principal of, or with respect to interest, premium or Additional Amounts, if any, on, the Notes; (vii7) waive a redemption payment with respect to any Note issued hereunder (other than a payment required by Section 4.15Sections 3.09, except as set forth in clause (x) below4.10 or 4.15 hereof); (viii8) release any Subsidiary Guarantor from any of its Obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture; (9) make release the Collateral from the Liens securing the Notes or making any change in changes to the ranking or priority of any Note issued hereunder the Liens under the Security Documents that would adversely affect the Holders; (ix) modify , except in accordance with the Note Guarantees in any manner adverse to terms of this Indenture and the Holders; (x) amend, change or modify in any material respect the obligation of the Issuer to make and consummate a Change of Control Offer in respect of a Change of Control that has occurredapplicable Security Documents; or (xi10) make any change in the preceding amendment and waiver provisions. (c) It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, supplement or waiver but it shall be sufficient if such consent approves the substance thereof. (d) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

With Consent of Holders of Notes. (a) Subject to Section 6.07 and Section 9.02(b)6.07, the IssuerIssuers, the Guarantors and the Trustee, together, with the written consent of the Holder or Holders of 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, the Notes), may amend or supplement this Indenture Indenture, the Security Documents or the Notes without notice to any other Holders. Subject to Section 6.046.07, the Holder or Holders of a majority in aggregate principal amount of the Notes then outstanding may waive any existing default or compliance with any provision of this Indenture or the Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes) without notice to any other Holders (except a default in respect of the payment of principal of, premium, if any, or interest on the Notes or a covenant or provision of this Indenture which cannot be modified or amended without the consent of the Holder of each outstanding Note affected). (b) Notwithstanding Section 9.02(a), without the consent of each Holder of an outstanding Note affected, an amendment, supplement amendment or waiverwaiver of this Indenture, including a waiver pursuant to Section 6.04, the Security Documents, the Notes or the Note Guarantees may not: (i) reduce the principal amount of Notes issued hereunder whose Holders must consent to an amendment, supplement or waiver; (ii) reduce the principal of or change the fixed maturity of any Note issued hereunder or alter the provisions with respect to the redemption of the outstanding Notes issued hereunder under this Indenture (other than provisions relating to the covenants described above under Section 4.154.07 hereof, except as set forth in clause (x) below); (iii) reduce the rate of or change the time for payment of interest on any Note issued hereunder; (iv) waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, on the outstanding Notes issued hereunder (except a rescission of acceleration of the Notes issued hereunder by the Holders of a majority in aggregate principal amount of the then then-outstanding Notes issued hereunder with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (v) make any Note payable in money other than that stated in the NotesNotes (subject to the provisions set forth in the final paragraph of Section 9.01); (vi) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes hereunder to receive payments of principal of, or interest or premium, if any, on the Notes or impair the right of any Holder of the Notes to institute suit for the enforcement of any payment on or with respect to the Notes; (vii) waive a redemption payment with respect to any Note issued hereunder under this Indenture (other than a payment required by Section 4.154.07 hereof, except as set forth in clause (x) belowof this Section 9.02(b)); (viii) make any change in the ranking or priority in right of payment of any Note issued hereunder that would adversely affect the HoldersHolders of the Notes (other than with respect to provisions relating to Section 4.06); (ix) modify the Note Guarantees in any manner adverse to the HoldersHolders of Notes; (x) amend, change or modify in any material respect the obligation of the Issuer Issuers to make and consummate a Change of Control Offer with respect to the Notes in respect of a Change of Control that has occurred; or (xi) make any change in the preceding amendment and waiver provisions. (c) It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver but it shall be sufficient if such consent approves the substance thereof. (d) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Issuers shall give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Issuers to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

With Consent of Holders of Notes. (a) Subject to Section 6.07 The Company and Section 9.02(b)the Trustee may amend or supplement this Indenture, the Issuer, the Guarantors and the Trustee, together, Notes or any amended or supplemental indenture with the written consent of the Holder or Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.7 and 6.10, any existing Default or Event of Default and its consequences or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), may amend or supplement this Indenture or the Notes without notice to any other Holders. Subject to Section 6.04, the Holder or Holders of a majority in aggregate principal amount of the Notes then outstanding may waive any existing default or compliance with any provision of this Indenture or the Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes) without notice to any other Holders (except a default in respect of the payment of principal of, premium, if any, or interest on the Notes or a covenant or provision of this Indenture which cannot be modified or amended without the consent of the Holder of each outstanding Note affected). (b) Notwithstanding Section 9.02(a)However, without the consent of each Holder of an outstanding Note affected, an amendment, supplement amendment or waiver, including waiver may not (with respect to any Notes held by a waiver pursuant to Section 6.04, may not:non-consenting Holder of Notes): (i1) reduce the principal amount of Notes issued hereunder whose Holders must consent to an amendment, supplement or waiver; (ii2) reduce the principal of or change the fixed maturity of any Note issued hereunder or alter the provisions with respect to the redemption of the outstanding such Notes issued hereunder (other than provisions relating to the covenants described above under Section 4.15in Sections 4.14 and 4.19 hereof, except as set forth in clause (x) belowwhich case any amendment or waiver with respect thereto may be effected with the consent of Holders of 662/3% or greater principal amount of the Notes then outstanding); (iii3) reduce the rate of or change the time for payment of interest on any Note issued hereunderNote; (iv4) waive a Default or Event of Default in the payment of principal of, or interest interest, premium or premiumAdditional Amounts, if any, on the outstanding Notes issued hereunder (except a rescission of acceleration of the such Notes issued hereunder by the Holders of at least a majority in aggregate principal amount of the then outstanding such Notes issued hereunder with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (v5) make any Note payable in money other than that stated in the Notes; (vi6) make any change in the provisions of this Indenture relating to waivers of past Defaults or impair the right rights of Holders of such Notes to receive payments of principal of, interest, premium or Additional Amounts, if any, on such Notes or the rights of any Holder to institute suit for the enforcement of any payment on or with respect to the such Holder’s Notes; (vii7) waive a redemption payment with respect to any Note issued hereunder (other than a payment required by Section 4.15, except as set forth in clause (x) below)Note; (viii) 8) make any change in the ranking or priority provisions of this Indenture described in Section 4.20 hereof that adversely affects the rights of any Note issued hereunder Holder of such Notes or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the Payor agrees to pay Additional Amounts, if any, in respect thereof; (9) make any changes in the subordination provisions of the Intercompany Loan Agreement or the Priority Agreement that would adversely affect the Holders; (ix) modify the Note Guarantees in any manner adverse to the Holders; (x) amend, change or modify in any material respect the obligation Holders of the Issuer to make and consummate a Change of Control Offer in respect of a Change of Control that has occurredNotes; or (xi10) make any change in the preceding amendment and waiver provisions. (c) . Upon the request of the Company, accompanied by a Board Resolution authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.6, the Trustee shall join with the Company in the execution of such amended or supplemental indenture unless such amended or supplemental indenture adversely affects the Trustee’s own rights, duties or immunities hereunder or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.2 to approve the particular form of any proposed amendmentamendment or waiver, supplement or waiver but it shall be sufficient if such consent approves the substance thereof. (d) . After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall give mail to the Holders affected thereby of Notes a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to give mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. After an amendment, supplement or waiver under the foregoing paragraph becomes effective, the Company shall, in the case of Definitive Notes, mail to the Holders of the Notes a notice briefly describing the amendment, supplement or waiver. However, the failure to give such notice to all Holders of the Notes, or any defect therein, will not in any way impair or affect the validity of such amended or supplemented indenture or waiver. In addition, for so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of such exchange so require, the Company will publish notice of any amendment, supplement and waiver in Luxembourg in a daily newspaper with general circulation in Luxembourg (which is expected to be the Luxemburger Wort).

With Consent of Holders of Notes. (a) Subject to Section 6.07 The Company and Section 9.02(b)the Trustee may amend or supplement this Indenture, the Issuer, Notes or the Guarantors and the Trustee, together, Collateral Documents or any amended or supplemental Indenture with the written consent of the Holder or Holders of Notes of at least a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for the Notes), may amend or supplement this Indenture or the Notes without notice to any other Holders. Subject to Section 6.04, the Holder or Holders of a majority in aggregate principal amount of the Notes then outstanding may waive and any existing default Default and its consequences 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 (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer forfor the Notes). Notwithstanding the foregoing, (a) Sections 3.09, 4.10, 4.15 and 4.21 of this Indenture (including, in each case, the related definitions) may not be amended or waived without the written consent of at least 66-2/3% in principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for the Notes) without notice to any other Holders (except a default in respect of the payment of principal of, premium, if any, or interest on the Notes or a covenant or provision of this Indenture which cannot be modified or amended without the consent of the Holder of each outstanding Note affected). and (b) Notwithstanding Section 9.02(a), without the consent of each Holder of an outstanding Note affected, an amendment, supplement amendment or waiver, including waiver may not (with respect to any Notes held by a waiver pursuant to Section 6.04, may not:non-consenting Holder of Notes): (i) reduce the aggregate principal amount of Notes issued hereunder whose Holders must consent to an amendment, supplement or waiver; (ii) reduce the principal of or change the fixed maturity of any Note issued hereunder or alter the provisions with respect to the redemption of the outstanding Notes issued hereunder (other than provisions relating to the covenants described above under Section 4.15, except as set forth in clause (x) below)Notes; (iii) reduce the rate of or change the time for payment of interest on any Note issued hereunderNote; (iv) waive a Default or Event of Default in the payment of principal of, or interest of or premium, if any, or interest on the outstanding Notes issued hereunder (except a rescission of acceleration of the Notes issued hereunder by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes issued hereunder with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (v) make any Note payable in money other than that stated in the Notes; (vi) make any change in the provisions of this Indenture relating to waivers of past Defaults or impair the right rights of any Holder Holders of Notes to institute suit for the enforcement receive payments of any payment principal of or interest on or with respect to the Notes; (vii) waive a redemption payment with respect to any Note issued hereunder (other than a payment required by Section 4.15, except as set forth in clause (x) below);Note; or (viii) make any change in the ranking or priority of any Note issued hereunder that would adversely affect the Holders; (ix) modify the Note Guarantees in any manner adverse to the Holders; (x) amend, change or modify in any material respect the obligation of the Issuer to make and consummate a Change of Control Offer in respect of a Change of Control that has occurred; or (xi) make any change in the preceding foregoing amendment and waiver provisions. (c) . Upon the request of the Company accompanied by a resolution of the Board of Directors of the Company authorizing the execution of any such amended or supplemental Indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.06, the Trustee shall join with the Company 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. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendmentamendment or waiver, supplement or waiver but it shall be sufficient if such consent approves the substance thereof. (d) . After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall give mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to give mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental Indenture or waiver. Subject to Sections 6.04 and 6.07, the Holders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes.

With Consent of Holders of Notes. (a) Subject to Except as provided below in this Section 6.07 and Section 9.02(b)9.02, the Issuer, the Guarantors Company and the Trustee, together, Trustee may amend or supplement this Indenture and the Notes with the written consent of the Holder or Holders of at least a majority in aggregate principal amount of the Notes Notes, including Additional Notes, if any, then outstanding voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, for the Notes), may amend or supplement this Indenture or the Notes without notice and, subject to any other Holders. Subject to Section 6.04Sections 6.04 and 6.07 hereof, the Holder or Holders of a majority in aggregate principal amount of the Notes then outstanding may waive any existing default Default or compliance with any provision Event of this Indenture or the Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes) without notice to any other Holders Default (except a default continuing Default or Event of Default (i) in respect of the payment of principal ofprincipal, premium, if any, or interest on the Notes or and (ii) in respect of a covenant or provision of which under this Indenture which cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment ) or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of at least a majority in principal amount of the Notes, including Additional Notes, if any, then outstanding Note affectedvoting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). (b) Notwithstanding Section 9.02(a), without . Without the consent of each Holder of an outstanding Note affectedHolder, an amendment, supplement amendment or waiver, including waiver under this Section 9.02 may not (with respect to any Notes held by a waiver pursuant to Section 6.04, may not:non-consenting Holder): (ia) reduce the principal amount of Notes issued hereunder whose Holders must consent to an amendment, supplement or waiver; (iib) reduce the principal of or change the fixed maturity Stated Maturity of any Note issued hereunder or alter the provisions with respect to the redemption of the outstanding Notes issued hereunder (other than provisions relating to the covenants described above under Section 4.15, except as set forth in clause (x) below)Notes; (iiic) reduce the rate of or change the time for payment of interest on any Note issued hereunderNote; (ivd) waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, on the outstanding Notes issued hereunder (Notes, except a rescission of acceleration of the Notes issued hereunder by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes issued hereunder with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (ve) make any Note payable in money other than that stated in the Notes; (vif) make any change in the provisions of this Indenture relating to waivers of past Defaults or impair the right rights of any Holder Holders of Notes to receive payments of principal of, or interest or premium, if any, on the Notes, or to institute suit for the enforcement of any payment on or with respect to the Notessuch Holders’ Notes or any Subsidiary Guarantee; (vii) waive a redemption payment with respect to any Note issued hereunder (other than a payment required by Section 4.15, except as set forth in clause (x) below); (viii) make any change in the ranking or priority of any Note issued hereunder that would adversely affect the Holders; (ix) modify the Note Guarantees in any manner adverse to the Holders; (xg) amend, change or modify in any material respect the obligation of the Issuer Company to make and consummate an Asset Sale Offer with respect to any Asset Sale in accordance with the provisions of Section 4.12 hereof after the obligation to make and consummate such Asset Sale Offer has arisen or the obligation of the Company to make and consummate a Change of Control Offer in respect the event of a Change in Control in accordance with the provisions of Section 4.18 hereof after such Change of Control that has occurred, including, in each case, amending, changing or modifying any definition relating thereto; (h) except as otherwise permitted under the provisions of Section 5.01 hereof, consent to the assignment or transfer by the Company or any Subsidiary Guarantor of any of their rights or obligations under this Indenture; (i) subordinate the Notes or any Subsidiary Guarantee to any other obligation of the Company or the applicable Subsidiary Guarantor; (j) amend or modify the provisions of Section 4.20 hereof; (k) amend or modify any Subsidiary Guarantee in a manner that would adversely affect the Holders of the Notes or release any Subsidiary Guarantor from any of its obligations under its Subsidiary Guarantee or this Indenture (except in accordance with the terms of this Indenture); or (xil) make any change in the preceding amendment and waiver provisions. (c) . The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any supplemental indenture. If a record date is fixed, the Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 120 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendmentamendment or waiver, supplement or waiver but it shall be sufficient if such consent approves the substance thereof. (d) . After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall give mail to the Holders Holder of each Note affected thereby to such Holder’s address appearing in the Security Register a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to give mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental indenture or waiver.

With Consent of Holders of Notes. (a) Subject to Section 6.07 and Section 9.02(b), With the Issuer, the Guarantors and the Trustee, together, with the written consent of the Holder or Holders of not less than 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 forNotes, the Notes)Company, the Guarantors, if any, and the Trustee may amend or supplement this Indenture or and the Notes without notice for the purpose of adding any provisions to or changing in any other Holders. Subject to Section 6.04, the Holder manner or Holders of a majority in aggregate principal amount eliminating any of the Notes then outstanding may waive any existing default or compliance with any provision provisions of this Indenture or the Notes (including, without limitation, consents obtained or of modifying in connection with a purchase of, any manner the rights of the Holders under this Indenture or tender offer or exchange offer for, the Notes) without notice to any other Holders (except a default in respect of , including the payment of principal ofdefinitions herein; provided, premiumhowever, if anythat no such amendment or supplement shall, or interest on the Notes or a covenant or provision of this Indenture which cannot be modified or amended without the consent of the Holder of each outstanding Note affected). (b) Notwithstanding Section 9.02(a), without the consent of each Holder of an outstanding Note affected, an amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may notaffected thereby: (i1) reduce the principal amount of Notes issued hereunder whose Holders must consent to an amendment, supplement or waiver; (ii2) reduce the principal of or change the fixed maturity of any Note issued hereunder or alter the provisions with respect to the redemption of the outstanding such Notes issued hereunder (other than provisions relating to the covenants described above under Section 4.15Sections 3.9, 4.10 and 4.14 except as set forth in clause (x11) below); (iii3) reduce the rate of or change the time for payment of interest on any Note issued hereunder; (iv4) waive a Default or Event of Default in the payment of principal of, or interest or premium, or Additional Interest, if any, on the outstanding Notes issued hereunder (except a rescission of acceleration of pursuant to the Notes issued hereunder by the Holders of a majority in aggregate principal amount of the then outstanding Notes issued hereunder with respect to a nonpayment default and a waiver of the payment default that resulted from such accelerationthird paragraph under Section 6.2); (v5) make any Note payable in money other than that stated in the Notes; (vi6) 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 Additional Interest, if any, on such Notes issued hereunder or impair the right of any Holder of Notes to institute suit for the enforcement of any payment on or with respect to the such Holder’s Notes; (vii7) waive a redemption payment with respect to any Note issued hereunder (other than a payment required by Section 4.15Sections 3.9, 4.10 and 4.14 except as set forth in clause (x11) below); (viii) 8) make any change in the ranking or priority in right of payment of any Note issued hereunder that would adversely affect the HoldersHolders of such Notes; (ix9) modify or change any provision of this Indenture or the related definitions affecting the subordination of the Guarantees in a manner that adversely affects the Holders of the Notes; (10) modify the Note Guarantees in any manner adverse to the HoldersHolders of the Notes; (x11) amend, change or modify in any material respect the obligation of the Issuer Company to make and consummate a Change of Control Offer in respect of a Change of Control that has occurredoccurred or make and consummate an Asset Sale Offer in respect of an Asset Sale that has been consummated after a requirement to make an Asset Sale Offer has arisen; or (xi12) make any change in the preceding amendment and waiver provisions. (c) . It shall not be necessary for the consent of the Holders of Notes under this Section 9.2 to approve the particular form of any proposed amendmentamendment or waiver, supplement or waiver but it shall be sufficient if such consent approves the substance thereof. (d) . After an amendment, supplement or waiver under this Section 9.02 9.2 becomes effective, the Issuer Company shall give mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to give mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental Indenture or waiver.

With Consent of Holders of Notes. (a) Subject to Except as provided below in this Section 6.07 and Section 9.02(b)9.02, the Issuer, the Guarantors Company and the Trustee, together, Trustee may amend or supplement this Indenture and the Notes with the written consent of the Holder or Holders of a majority in aggregate principal amount of the Notes Notes, then outstanding voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, for the Notes), may amend or supplement this Indenture or the Notes without notice and, subject to any other Holders. Subject to Section 6.04Sections 6.04 and 6.07 hereof, the Holder or Holders of a majority in aggregate principal amount of the Notes then outstanding may waive any existing default Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest on the Notes) or compliance with any provision of this Indenture or the Notes (includingexcept for certain covenants and provisions of this Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of a majority in principal amount of the Notes, without limitation, then outstanding voting as a single class (including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, for the Notes) without notice to any other Holders (except a default in respect of the payment of principal of, premium, if any, or interest on the Notes or a covenant or provision of this Indenture which cannot be modified or amended without the consent of the Holder of each outstanding Note affected). (b) Notwithstanding Section 9.02(a), without . Without the consent of each Holder of an outstanding Note affectedHolder, an amendment, supplement amendment or waiver, including waiver under this Section 9.02 may not (with respect to any Notes held by a waiver pursuant to Section 6.04, may not:non-consenting Holder): (ia) reduce the principal amount of Notes issued hereunder whose Holders must consent to an amendment, supplement or waiver; (ii) reduce the principal of or change the fixed maturity of any Note issued hereunder or alter the provisions with respect to the redemption of the outstanding Notes issued hereunder (other than provisions relating to the covenants described above under Section 4.15, except as set forth in clause (x) below); (iiib) reduce the rate of or change the time for payment of interest interest, including defaulted interest, on any Note issued hereunderNotes; (ivc) reduce the principal of or change the Stated Maturity of any Notes, or change the date on which any Notes may be subject to redemption or repurchase (except, in the case of repurchases, as would otherwise be permitted under clause (g)), or reduce the redemption or repurchase price for those Notes; (d) make any Note payable in money other than that stated in the Note and this Indenture; (e) impair the right of any Holder to receive payment of principal, premium or interest on that Xxxxxx’s Notes on or after the due dates for those payments, or to bring suit to enforce that payment on or with respect to such Holder’s Notes; (f) modify Section 6.04 or 6.07 hereof or this Section; (g) at any time after the Company is obligated to make an Offer to Purchase pursuant to Section 4.14 or 4.21 hereof, change the time at which such offer to purchase must be made or at which the Notes must be repurchased pursuant thereto; (h) reduce the percentage of the principal amount of outstanding Notes necessary for amendment to or waiver of compliance with any provision of this Indenture or the Notes or for waiver of any Default in respect thereof; (i) waive a Default or Event of Default in the payment of principal of, interest on, or interest or premiumredemption payment with respect to, if any, on the outstanding Notes issued hereunder (except a rescission of acceleration of the Notes issued hereunder by the Holders of a majority thereof provided as in aggregate principal amount of the then outstanding Notes issued hereunder with respect to a nonpayment default Section 6.02 and a waiver of the payment default that resulted from such acceleration); (vj) make any Note payable subordinate in money other than that stated in the Notes; (vi) make any change in the provisions of this Indenture relating to waivers of past Defaults or impair the right of any Holder to institute suit for payment the enforcement of any payment on Notes or with respect to the Notes; (vii) waive a redemption payment with respect Subsidiary Guarantees to any Note issued hereunder (other than a payment required by Section 4.15, except as set forth in clause (x) below); (viii) make any change in the ranking or priority of any Note issued hereunder that would adversely affect the Holders; (ix) modify the Note Guarantees in any manner adverse to the Holders; (x) amend, change or modify in any material respect the obligation debt of the Issuer to make and consummate a Change of Control Offer in respect of a Change of Control that has occurredCompany; or (xik) make other than releases permitted by the indenture (i) release the Subsidiary Guarantee of any change in Subsidiary Guarantor that is a Significant Subsidiary or (ii) release the preceding amendment Subsidiary Guarantees of a group of Subsidiary Guarantors that together constitute a Significant Subsidiary. The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any supplemental indenture. If a record date is fixed, the Holders on such record date, or their duly designated proxies, and waiver provisions. (c) only such Persons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 120 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendmentamendment or waiver, supplement or waiver but it shall be sufficient if such consent approves the substance thereof. (d) . After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall give mail to the Holders Holder of each Note affected thereby to such Holder’s address appearing in the Note Register a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to give mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendmentamended or supplemental indenture or waiver. The Company shall deliver to the Trustee an Opinion of Counsel and Officers’ Certificate stating that such amendment complies with the provisions of this Section 9.02 and (ii) after an amendment under this Section 9.01 becomes effective, supplement the Company shall mail a notice to Holders describing such amendments. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.

With Consent of Holders of Notes. (a) Subject to Section 6.07 and Except as provided below in Section 9.02(b)) below, the Issuerand subject to Sections 6.04 and 6.07 hereof: (1) OPTI, the Guarantors and the TrusteeTrustee may amend or supplement this Indenture (including, togetherwithout limitation, Sections 4.10 and 4.14 hereof), the Guarantees and the Notes with the written consent of the Holder or Holders of at least a majority in aggregate principal amount of the Notes then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), may amend or supplement this Indenture or the Notes without notice to any other Holders. Subject to Section 6.04, the Holder or Holders of a majority in aggregate principal amount of the Notes then outstanding may waive ; and (2) any existing default 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 voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes) without notice to any other Holders (except a default in respect of the payment of principal of, premium, if any, or interest on the Notes or a covenant or provision of this Indenture which cannot be modified or amended without the consent of the Holder of each outstanding Note affected). (b) Notwithstanding Section 9.02(a), without Without the consent of each Holder of an outstanding Note affectedaffected thereby, an no amendment, supplement or waiver, including a waiver pursuant Section 6.04 or an amendment, supplement or waiver pursuant to Section 6.049.01, may not:(with respect to any Notes held by a non-consenting Holder): (i1) reduce the principal amount of Notes issued hereunder whose Holders must consent to an amendment, supplement or waiver; (ii2) reduce the principal of or change the fixed maturity of any Note issued hereunder or or, alter the provisions with respect to the redemption or purchase of the outstanding Notes issued hereunder (other than the provisions relating to the covenants described above under Section 4.15, except as set forth in clause (x) belowSections 4.10 and 4.14 hereof); (iii3) reduce the rate of of, or change the time for payment of interest interest, including default interest, on any Note issued hereunderNote; (iv4) waive a Default or Event of Default in the payment of principal of, or interest or premiumpremium or Additional Interest, if any, on the outstanding Notes issued hereunder (except a rescission of acceleration of the Notes issued hereunder by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes issued hereunder with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (v5) make any Note payable in money other than that stated in the NotesU.S. Dollars; (vi6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of, or interest or premium or Additional Interest, if any, on the Notes; (7) waive a redemption payment with respect to any Note (other than a payment required by Section 4.10 or Section 4.14 hereof); (8) release any Guarantor from any of its obligations under its Guarantee or this Indenture, except the release of a Guarantor from its obligations under a Guarantee in accordance with the provisions of Article Ten hereof or any supplemental indenture in respect of such Guarantee; (9) amend or modify any of the provisions of this Indenture or the related definitions affecting the ranking of the Notes or any Guarantee in any manner adverse to the Holders; (10) impair the right of any Holder to institute suit for the enforcement of any payment on or with respect to the NotesNotes or the Guarantees; (vii11) waive a redemption payment with respect to release any Note issued hereunder (other than a payment required portion of the collateral from the Liens created by Section 4.15, the Secured Debt Documents except as set forth specifically provided for in clause (x) below);this Indenture and the Secured Debt Documents; or (viii12) make any change in the ranking or priority of any Note issued hereunder that would adversely affect the Holders; (ix) modify the Note Guarantees in any manner adverse to the Holders; (x) amend, change or modify in any material respect the obligation of the Issuer to make and consummate a Change of Control Offer in respect of a Change of Control that has occurred; or (xi) make any change in the preceding amendment and waiver provisionsthis Section 9.02. (c) Section 2.08 and Section 2.09 of this Indenture shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. (d) It shall is not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendmentamendment or waiver, supplement or waiver but it shall be is sufficient if such consent approves the substance thereof. (d) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

With Consent of Holders of Notes. (a) Subject to Except as provided below in this Section 6.07 and Section 9.02(b)12.02, the IssuerCompany, any Subsidiary Guarantor, the Guarantors Trustee and the TrusteeCollateral Agent may amend or supplement this Indenture, togetherthe Notes, the Security Documents and the Intercreditor Agreement with the written consent of the Holder or Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, the PIK Interest Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes); provided, may amend however, that no such modification or supplement this Indenture or the Notes without notice to any other Holders. Subject to Section 6.04amendment may, the Holder or Holders of a majority in aggregate principal amount of the Notes then outstanding may waive any existing default or compliance with any provision of this Indenture or the Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes) without notice to any other Holders (except a default in respect of the payment of principal of, premium, if any, or interest on the Notes or a covenant or provision of this Indenture which cannot be modified or amended without the consent of the Holder of each outstanding Note affected).affected thereby (including, without limitation, PIK Interest Notes, if any) voting as a single class: (b1) Notwithstanding Section 9.02(a)reduce the percentage in principal amount of such outstanding Notes, without the consent of each Holder whose Holders is required for any such amendment or supplemental indenture, or the consent of an outstanding Note affected, an amendment, supplement whose Holders is required for any waiver or waiver, including a waiver pursuant to Section 6.04, may not:compliance with certain provisions of this Indenture; (i2) reduce the principal amount stated rate of Notes issued hereunder whose Holders must consent to an amendment, supplement or waiverchange the stated time for payment of interest on any Note; (ii3) reduce the principal of or change the fixed maturity Stated Maturity of any Note; (4) reduce the premium payable upon the redemption of any Note issued hereunder or alter the provisions with respect to the redemption of the outstanding Notes issued hereunder (other than provisions relating to the covenants described above under Section 4.15, except as set forth in clause (x) below); (iii) reduce the rate of or change the time for payment of interest on at which any Note issued hereundermay be redeemed pursuant to Section 3.07 and Section 3.08 hereof; other than modifications of Sections 7.26 and 7.30 or provisions relating thereto; (iv5) make any Note payable in money other than that stated in the Note; (6) waive a Default or Event of Default in the payment of principal of, or interest or premiumpremium on, if any, on the outstanding Notes issued hereunder (except a rescission of acceleration of the Notes issued hereunder by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes issued hereunder with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (v) make any Note payable in money other than that stated in the Notes; (vi) make any change in the provisions of this Indenture relating to waivers of past Defaults or impair the right of any Holder to receive payment of the principal of, premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to the such Holder’s Notes; (vii) waive a redemption payment with respect to any Note issued hereunder (other than a payment required by Section 4.15, except as set forth in clause (x) below); (viii) make any change in the ranking or priority of any Note issued hereunder that would adversely affect the Holders; (ix7) modify the Note Subsidiary Guarantees in any manner adverse to the HoldersHolders of the Notes; (x) amend, change 8) release all or modify in any material respect the obligation substantially all of the Issuer collateral subject to make and consummate a Change the Liens created by the Security Documents (except with respect to releases permitted under this Indenture) (9) adversely affect the right of Control Offer Holders to convert the Notes other than as provided in respect of a Change of Control that has occurredthis Indenture; or (xi10) make any change in to or modify the preceding amendment ranking of the Notes that would adversely affect the Holders. (b) The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Holders on such record date, or its duly designated proxies, and waiver provisionsonly such Persons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided, however that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be canceled and of no further effect. (c) Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amendment, supplement or waiver, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee or the Collateral Agent, as applicable, of the documents described in Section 12.06 and Section 16.04, the Trustee or the Collateral Agent shall join with the Company and each Subsidiary Guarantor in the execution of such amendment, supplement or waiver unless such amendment, supplement or waiver directly affects the Trustee’s or the Collateral Agent’s own rights, duties, indemnities or immunities under this Indenture or otherwise, in which case the Trustee and the Collateral Agent may in its discretion, but shall not be obligated to, enter into such amendment, supplement or waiver. (d) It shall not be necessary for the consent of the Holders of Notes under this Section 10.02 to approve the particular form of any proposed amendment, supplement or waiver waiver, but it shall be sufficient if such consent approves the substance thereof. (de) After an amendment, supplement or waiver under this Section 9.02 12.02 becomes effective, the Issuer Company shall give deliver to the Holders affected thereby of Notes a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to give deliver such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

With Consent of Holders of Notes. (a) Subject to Section 6.07 and Section 9.02(b), the Issuer, the Guarantors and the Trustee, together, with the written consent of the Holder or Holders of 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, the Notes), may amend or supplement this Indenture or the Notes without notice to any other Holders. Subject to Section 6.04, the Holder or Holders of a majority in aggregate principal amount of the Notes then outstanding may waive any existing default or compliance with any provision of this Indenture or the Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes) without notice to any other Holders (except a default in respect of the payment of principal of, premium, if any, or interest on the Notes or a covenant or provision of this Indenture which cannot be modified or amended without the consent of the Holder of each outstanding Note affected). (b) Notwithstanding Section 9.02(a), without the consent of each Holder of an outstanding Note affected, an amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may not: (i) reduce the principal amount of Notes issued hereunder whose Holders must consent to an amendment, supplement or waiver; (ii) reduce the principal of or change the fixed maturity of any Note issued hereunder or alter the provisions with respect to the redemption of the outstanding Notes issued hereunder (other than provisions relating to the covenants described above under Section 4.15, except as set forth in clause (x) below); (iii) reduce the rate of or change the time for payment of interest on any Note issued hereunder; (iv) waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, on the outstanding Notes issued hereunder (except a rescission of acceleration of the Notes issued hereunder by the Holders of a majority in aggregate principal 77 amount of the then outstanding Notes issued hereunder with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (v) make any Note payable in money other than that stated in the Notes; (vi) make any change in the provisions of this Indenture relating to waivers of past Defaults or impair the right of any Holder to institute suit for the enforcement of any payment on or with respect to the Notes; (vii) waive a redemption payment with respect to any Note issued hereunder (other than a payment required by Section 4.15, except as set forth in clause (x) below); (viii) make any change in the ranking or priority of any Note issued hereunder that would adversely affect the Holders; (ix) modify the Note Guarantees in any manner adverse to the Holders; (x) amend, change or modify in any material respect the obligation of the Issuer to make and consummate a Change of Control Offer in respect of a Change of Control that has occurred; or (xi) make any change in the preceding amendment and waiver provisions. (c) It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, supplement or waiver but it shall be sufficient if such consent approves the substance thereof. (d) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

With Consent of Holders of Notes. (a) Subject to Section 6.07 Except as provided in Sections 9.02(b) and Section 9.02(b9.02(c), the IssuerCompany and the Trustee may amend or supplement this Indenture (including Section 4.14), the Guarantors Notes and the Trustee, together, Subsidiary Guarantees with the written consent of the Holder or Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), may amend and, subject to Sections 6.04 and 6.07, any existing Default or supplement this Indenture Event of Default (other than a Default or Event of Default in the Notes without notice to any other Holders. Subject to Section 6.04, the Holder or Holders of a majority in aggregate principal amount payment of the Notes then outstanding may waive any existing principal of or premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture Indenture, the Notes or the Subsidiary Guarantees may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes) without notice ). Sections 2.08 and 2.09 shall determine which Notes are considered to any other Holders (except a default in respect of the payment of principal of, premium, if any, or interest on the Notes or a covenant or provision be “outstanding” for purposes of this Indenture which cannot be modified or amended without the consent of the Holder of each outstanding Note affected)Section 9.02. (b) Notwithstanding Section 9.02(a), without Without the consent of each Holder of an outstanding Note affected, an amendment, supplement amendment or waiver, including waiver under this Section 9.02 may not (with respect to any Notes held by a waiver pursuant to Section 6.04, may not:non-consenting Holder): (i) reduce the principal amount of Notes issued hereunder whose Holders must consent to an amendment, supplement or waiver; (ii) reduce the principal of or change the fixed maturity of any Note issued hereunder or alter the provisions with respect to the redemption of the outstanding Notes issued hereunder (other than provisions relating to the covenants described above under Section 4.15, except as set forth in clause (x) below)Note; (iii) reduce the rate of or change the time for payment of interest on any Note issued hereunderNote; (iv) waive a Default or Event of Default in the payment of principal of, or interest or premiumpremium on, if any, on the outstanding Notes issued hereunder (except a rescission of acceleration of the Notes issued hereunder by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes issued hereunder with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (v) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed as described under Section 3.07 (excluding for greater certainty any notice periods with respect to Notes that are otherwise redeemable); (vi) make any Note payable in money currency other than that stated in the Notes; (vivii) 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, if any, on the Notes; (viii) waive a redemption payment with respect to any Note; (ix) impair the right of any Holder to receive payment of principal of, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to the such Holder’s Notes; (vii) waive a redemption payment with respect to any Note issued hereunder (other than a payment required by Section 4.15, except as set forth in clause (x) below); (viii) make any change in the ranking or priority of any Note issued hereunder that would adversely affect the Holders; (ix) modify the Note Guarantees in any manner adverse to the Holders; (x) amendrelease any Guarantor from any of its Obligations under its Subsidiary Guarantee or this Indenture, change or modify except in any material respect accordance with the obligation terms of the Issuer to make and consummate a Change of Control Offer in respect of a Change of Control that has occurredthis Indenture; or (xi) make any change in the preceding foregoing amendment and waiver provisions. For avoidance of doubt, this Section 9.02(b) does not apply to Section 4.14, definitions and other provisions related thereto and payments required thereunder; provided that Section 4.14, definitions and other provisions related thereto and payments required thereunder shall be governed by Section 9.02(a). (c) Subject to Section 9.05, upon the request of the Company accompanied by a resolution of the Board of Directors of the Company authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02, the Trustee shall join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendmentamendment or waiver, supplement or waiver but it shall be sufficient if such consent approves the substance thereof. (d) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

With Consent of Holders of Notes. (a) Subject to Except as provided above in Section 6.07 9.01 and below in this Section 9.02(b)9.02, the IssuerIssuers, the Guarantors and the Trustee, together, with the written consent of the Holder or Holders of 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, the Notes), Trustee may amend or supplement this Indenture or and the Notes without notice to any other Holders. Subject to Section 6.04, may be amended or supplemented with the Holder or consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding may waive any existing default or compliance with any provision of this Indenture or the Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes) without notice ), and, subject to Sections 6.04 and 6.07 hereof, any other Holders (except a default in respect existing Default or Event of the payment of principal of, premium, if any, Default or interest on the Notes or a covenant or compliance with any provision of this Indenture which cannot or the Notes may be modified or amended without waived with the consent of the Holder Holders of each a majority in principal amount of the then outstanding Note affectedNotes (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes). (b) Notwithstanding Section 9.02(a). However, without the consent of each Holder of an outstanding Note affected, an amendment, supplement or waiver, including waiver may not (with respect to any Notes held by a waiver pursuant to Section 6.04, may not:non-consenting Holder): (ia) reduce the principal amount of Notes issued hereunder whose Holders must consent to an amendment, supplement or waiver; (iib) reduce the principal of or change the fixed maturity of any Note issued hereunder or alter or waive any of the provisions with respect to the redemption or repurchase of the outstanding Notes issued hereunder (other than provisions relating to the covenants described above under Section 4.15, except as set forth provided in clause (x) belowSections 3.09, 4.10 and 4.15 hereof); (iiic) reduce the rate of or change the time for payment of interest on any Note issued hereunderNote; (ivd) waive a Default or Event of Default in the payment of principal ofof or premium, or interest or premiumAdditional Interest, if any, on the outstanding Notes issued hereunder (except a rescission of acceleration of the Notes issued hereunder by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes issued hereunder with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (ve) make any Note payable in money currency other than that stated in the Notes; (vif) make any change in the provisions of this Indenture relating to waivers of past Defaults or impair Events of Default or the right rights of any Holder Holders of Notes to institute suit for receive payments of principal of or premium, if any, interest or Additional Interest, if any, on the enforcement of any payment on or with respect to the NotesNotes (except as permitted in clause (g) below); (viig) waive a redemption or repurchase payment with respect to any Note issued hereunder (other than a payment required by Section 4.15Sections 3.09, except as set forth in clause (x) below4.10 and 4.15 hereof); (viiih) make release any change Guarantor from any of its obligations under its Subsidiary Guarantee or this Indenture, except in accordance with the ranking or priority terms of any Note issued hereunder that would adversely affect the Holders; (ix) modify the Note Guarantees in any manner adverse to the Holders; (x) amend, change or modify in any material respect the obligation of the Issuer to make and consummate a Change of Control Offer in respect of a Change of Control that has occurredthis Indenture; or (xii) make any change in the preceding amendment amendment, supplement and waiver provisions. (c) . Upon the request of the Issuers accompanied by Board Resolutions authorizing their 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 9.06 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. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver waiver, but it shall be sufficient if such consent approves the substance thereof. (d) . After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall give send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental Indenture or waiver.

With Consent of Holders of Notes. (a) Subject to Section 6.07 and Section 9.02(b), Except as provided in the Issuer, the Guarantors next sentence and the Trusteenext two succeeding paragraphs, together, this Indenture and the Notes may be amended or supplemented with the written consent of the Holder or Holders of at least a majority in aggregate principal amount of the Notes then outstanding Outstanding voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the for Notes), may amend or supplement this Indenture or the Notes and, in such case, without prior written notice to any other Holders. Subject the Holders and subject to Section 6.04Sections 6.04 and 6.07 hereof, the Holder or Holders of a majority in aggregate principal amount of the Notes then outstanding may waive any existing default Default or Event of Default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then Outstanding Notes (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer forfor Notes). Subject to the requirements of the TIA, the Security Agreements, the Intercompany Notes) without notice to , the Intercompany Notes Guarantees and the provisions of Section 4.06, including any other Holders (except a default in respect of the payment of principal ofdefinition used therein, premium, if anyand Section 4.13 may be amended or supplemented, or interest on the Notes compliance with provisions contained therein or a covenant or provision of this Indenture which cannot be modified or amended without in any such definition waived, with the consent of the Holder Holders of each outstanding Note affectedat least 75% in principal amount of the Notes then Outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange offer for Notes). ; provided, however, that the amendment of (a) the definition of "Principal Maturity Date" or "Contingent Interest Maturity Date", (b) Notwithstanding the order of payments provided for in Section 9.02(a)4.06(a) hereof, without (c) the $0.95 and $0.05 figures contained in clause (v) of Section 4.06(a) hereof, (d) the 5.263% figure contained in clause (vi) of Section 4.06(a) hereof, and (e) the $100,000,000 amount and 95% and 5% figures set forth in clause (vii) of Section 4.06(a) hereof, shall require the consent of each Holder affected by such amendment. Upon the written request of an outstanding Note affectedthe Company accompanied by resolutions of the Board of Directors or other governing body of the Company authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.06 hereof, the Trustee shall join with the Company 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, but shall not be obligated to, enter into such amended or supplemental indenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders of each Note affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure or delay of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Without the consent of each Holder affected, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (i) reduce the percentage or principal amount of Notes issued hereunder whose Holders must consent to an amendment, supplement or waiver; (ii) reduce the principal of or change the fixed maturity Principal Maturity Date of any Note issued hereunder or alter the provisions with respect to the redemption of the outstanding Notes issued hereunder (other than provisions relating to the covenants described above under Section 4.15, except as set forth in clause (x) below)Note; (iii) reduce the rate of or change the time for payment of interest Interest on any Note issued hereunderNote; (iv) waive a Default or Event of Default in the payment of principal of, of or interest or premium, if any, Interest on the outstanding Notes issued hereunder (except a rescission of acceleration of the Notes issued hereunder by the Holders of at least a majority in aggregate principal amount of the then outstanding Outstanding Notes issued hereunder with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (v) make any Note payable in money other than that stated in the Notes;; or (vi) make change the place or currency of payment of principal of or Interest on, any change in the provisions of this Indenture relating to waivers of past Defaults or Note; (vii) impair the right of any Holder to institute suit for the enforcement of any payment on or with respect to after the Notes; (vii) waive a redemption payment with respect to Principal Maturity Date of any Note issued hereunder (other than a payment required by Section 4.15, except as set forth in clause (x) below);Note; or (viii) make any change in the ranking or priority of any Note issued hereunder that would adversely affect the Holders; (ix) modify the Note Guarantees in any manner adverse to the Holders; (x) amend, change or modify in any material respect the obligation of the Issuer to make and consummate a Change of Control Offer in respect of a Change of Control that has occurred; or (xi) make any change in the preceding foregoing amendment and waiver provisions. (c) It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, supplement or waiver but it shall be sufficient if such consent approves the substance thereof. (d) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

With Consent of Holders of Notes. (a) Subject to Except as provided below in this Section 6.07 and Section 9.02(b)9.02, the Issuer, the Guarantors Company and the Trustee, together, Trustee may amend or supplement this Indenture and the Notes with the written consent of the Holder or Holders of at least a majority in aggregate principal amount of the Notes Notes, including Additional Notes, if any, then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, of or tender offer or exchange offer for, for the Notes), may amend or supplement this Indenture or the Notes without notice and, subject to any other Holders. Subject to Section 6.04Sections 6.04 and 6.07, the Holder or Holders of a majority in aggregate principal amount of the Notes then outstanding may waive any existing default Default or Event of Default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the Notes, including Additional Notes, if any, then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, of or tender offer or exchange offer for, for the Notes) without notice to any other Holders (except a default in respect of the payment of principal of, premium, if any, or interest on the Notes or a covenant or provision of this Indenture which cannot be modified or amended without the consent of the Holder of each outstanding Note affected). (b) Notwithstanding Section 9.02(a), without . Without the consent of each Holder of an outstanding Note affected, an amendment, supplement amendment or waiver, including waiver may not (with respect to any Notes held by a waiver pursuant to Section 6.04, may not:non-consenting Holder): (i1) reduce the principal amount of Notes issued hereunder whose Holders must consent to an amendment, supplement or waiver; (ii2) reduce the principal of or change the fixed maturity of any Note issued hereunder or alter the provisions with respect to the redemption or repurchase of the outstanding Notes issued hereunder (other than provisions relating to the covenants described above under Section 4.15, except as set forth in clause 4.17 hereof (x) belowand any applicable definitions); (iii3) reduce the rate of or change the time for payment of interest on any Note issued hereunderNote; (iv4) waive a Default or Event of Default in the payment of principal of, or interest or premium, or Additional Interest, if any, on the outstanding Notes issued hereunder (except a rescission of acceleration of the Notes issued hereunder by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes issued hereunder with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (v5) make any Note payable in money other than that stated in the Notes; (vi6) make any change in the provisions (including applicable definitions) of this the Indenture relating to waivers of past Defaults or impair the right rights of any Holder Holders of Notes to institute suit for the enforcement receive payments of any payment principal of, or interest or premium or Additional Interest, if any, on or with respect to the Notes; (vii7) waive a redemption or repurchase payment with respect to any Note issued hereunder (other than including a payment required by Section 4.15, except as set forth in clause (x) below)the provisions described under Sections 4.12 or 4.17 hereof; (viii) 8) make any change in the ranking or priority of any Note issued hereunder that would adversely affect the Holders; (ix) modify the Note Guarantees Notes in any a manner adverse to the Holders; (x) amend, change or modify in any material respect the obligation Holders of the Issuer to make and consummate a Change of Control Offer in respect of a Change of Control that has occurredNotes; or (xi9) make any change in the preceding amendment and waiver provisions. (c) . The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any supplemental indenture. If a record date is fixed, the Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 120 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver waiver, but it shall be sufficient if such consent approves the substance thereof. (d) . After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall give mail to the Holders Holder of each Note affected thereby to such Holder’s address appearing in the Security Register a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to give mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental indenture or waiver.

With Consent of Holders of Notes. (a) Subject to Except as provided above in Section 6.07 9.01 and below in this Section 9.02(b)9.02, the IssuerIssuers, the Guarantors and the Trustee, together, Trustee may amend or supplement this Indenture and the Notes may be amended or supplemented with the written consent of the Holder or Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), may amend or supplement this Indenture or the Notes without notice and, subject to any other Holders. Subject to Section 6.04Sections 6.04 and 6.07 hereof, the Holder or Holders of a majority in aggregate principal amount of the Notes then outstanding may waive any existing default Default or Event of Default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the for Notes) without notice to any other Holders (except a default in respect of the payment of principal of, premium, if any, or interest on the Notes or a covenant or provision of this Indenture which cannot be modified or amended without the consent of the Holder of each outstanding Note affected). (b) Notwithstanding Section 9.02(a). However, without the consent of each Holder of an outstanding Note affected, an amendment, supplement or waiver, including waiver may not (with respect to any Notes held by a waiver pursuant to Section 6.04, may not:non-consenting Holder): (ia) reduce the percentage of principal amount of Notes issued hereunder whose Holders must consent to an amendment, supplement or waiver; (iib) reduce the principal of or change the fixed maturity of any Note issued hereunder or alter any of the provisions with respect to the redemption or repurchase of the outstanding Notes issued hereunder (other than the provisions relating to the covenants described above under Section 4.15in Sections 3.09, except as set forth in clause (x) below4.10 and 4.15 hereof); (iiic) reduce the rate of or change the time for payment of interest interest, including default interest, on any Note issued hereunderNote; (ivd) waive a Default or Event of Default in the payment of principal of, or interest interest, premium, or premiumAdditional Interest, if any, on on, the outstanding Notes issued hereunder (except a rescission of acceleration of the Notes issued hereunder by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes issued hereunder with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (ve) make any Note payable in money other than that stated in the Notes; (vif) make any change in the provisions of this Indenture relating to waivers of past Defaults or impair Events of Default or the right rights of any Holder Holders of Notes to institute suit for receive payments of principal of, or interest, premium, or Additional Interest, if any, on, the enforcement of any payment on or with respect to the NotesNotes (except as permitted in clause (g) below); (viig) waive a redemption or repurchase payment with respect to any Note issued hereunder (other than a payment required by Section 4.15Sections 3.09, except as set forth in clause (x) below4.10 and 4.15 hereof); (viiih) make release any change Guarantor from any of its obligations under its Subsidiary Guarantee or this Indenture, except in accordance with the ranking or priority terms of any Note issued hereunder that would adversely affect the Holders; (ix) modify the Note Guarantees in any manner adverse to the Holders; (x) amend, change or modify in any material respect the obligation of the Issuer to make and consummate a Change of Control Offer in respect of a Change of Control that has occurredthis Indenture; or (xii) make any change in the preceding amendment amendment, supplement and waiver provisions. (c) . Upon the request of the Issuers accompanied by Board Resolutions authorizing their 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 9.06 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. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver waiver, but it shall be sufficient if such consent approves the substance thereof. (d) . After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall give mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to give mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental Indenture or waiver.

With Consent of Holders of Notes. (a) Subject to Except as provided below in this Section 6.07 and Section 9.02(b)9.02, the IssuerCompany, any Guarantor, any other obligor under the Guarantors Notes and the Trustee, together, Trustee may amend or supplement this Indenture or the Notes with the written consent of the Holder or Holders of at least a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), may amend or supplement this Indenture or the Notes without notice and, subject to any other Holders. Subject to Section 6.04Sections 6.04 and 6.07 hereof, the Holder or Holders of a majority in aggregate principal amount of the Notes then outstanding may waive any existing default Default or Event of Default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). However, without the Notes) without notice consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any other Holders Notes held by a non-consenting Holder): (except i) change the Stated Maturity of the principal of, or any installment of interest on, or change to an earlier date any redemption date of, or waive a default in respect of the payment of the principal of, premium, if any, or interest on, any such Note or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change the coin or currency in which the principal of any such Note or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment after the Stated Maturity thereof (or, in the case of redemption, on or after the redemption date); (ii) amend, change or modify, (a) after the obligation of the Company to make a Prepayment Offer with respect to an Asset Sale has arisen, in accordance with Section 4.11 hereof, the obligation of the Company to make such Prepayment Offer or (b) the obligation of the Company, after the occurrence of a Change of Control, to make a Prepayment Offer in accordance with Section 4.19 hereof; (iii) reduce the percentage in principal amount of such outstanding Notes, the consent of whose Holders is required for any such amendment or supplemental indenture, or the consent of whose Holders is required for any waiver or compliance with certain provisions of this Indenture; (iv) modify any of the provisions relating to supplemental indentures requiring the consent of Holders or relating to the waiver of past defaults or relating to the waiver of certain covenants, except to increase the percentage of such outstanding Notes required for such actions or a covenant or provision to provide that certain other provisions of this Indenture which cannot be modified or amended waived without the consent of the Holder of each outstanding such Note affected)affected thereby; (v) voluntarily release, other than in accordance with this Indenture, the Guarantee of any Guarantor; or (vi) amend or modify any of the provisions of this Indenture in any manner which subordinates the Notes issued hereunder in right of payment to any other Indebtedness of the Company or which subordinates any Guarantee in right of payment to any other Indebtedness of the Guarantor issuing any such Guarantee. (b) Notwithstanding Section 9.02(a)The Company may, without but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent of each Holder of an outstanding Note affected, an to any amendment, waiver or supplement hereto. If a record date is fixed, the Holders on such record date, or waiverits duly designated proxies, including a waiver pursuant and only such Persons, shall be entitled to Section 6.04, may not: (i) reduce the principal amount of Notes issued hereunder whose Holders must consent to an such amendment, supplement waiver or waiver; (ii) reduce supplement, whether or not such Holders remain Holders after such record date; provided that unless such consent shall have become effective by virtue of the principal of or change the fixed maturity of any Note issued hereunder or alter the provisions with respect requisite percentage having been obtained prior to the redemption of the outstanding Notes issued hereunder (other than provisions relating to the covenants described above under Section 4.15date which is 90 days after such record date, except as set forth in clause (x) below); (iii) reduce the rate of or change the time for payment of interest on any Note issued hereunder; (iv) waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, on the outstanding Notes issued hereunder (except a rescission of acceleration of the Notes issued hereunder such consent previously given shall automatically and without further action by the Holders of a majority in aggregate principal amount of the then outstanding Notes issued hereunder with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (v) make any Note payable in money other than that stated in the Notes; (vi) make any change in the provisions of this Indenture relating to waivers of past Defaults or impair the right of any Holder to institute suit for the enforcement be canceled and of any payment on or with respect to the Notes; (vii) waive a redemption payment with respect to any Note issued hereunder (other than a payment required by Section 4.15, except as set forth in clause (x) below); (viii) make any change in the ranking or priority of any Note issued hereunder that would adversely affect the Holders; (ix) modify the Note Guarantees in any manner adverse to the Holders; (x) amend, change or modify in any material respect the obligation of the Issuer to make and consummate a Change of Control Offer in respect of a Change of Control that has occurred; or (xi) make any change in the preceding amendment and waiver provisionsno further effect. (c) Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amendment, waiver or supplement, and upon the filing with the Trustee of evidence reasonably 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 9.06 and Section 12.04 hereof, the Trustee shall join with the Company in the execution of such amendment, waiver or supplement unless such amendment, waiver or supplement directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amendment, waiver or supplement. (d) It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement waiver or waiver supplement, but it shall be sufficient if such consent approves the substance thereof. (de) After an amendment, waiver or supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall give mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to give mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement waiver or waiversupplement.

With Consent of Holders of Notes. (a) Subject to Section 6.07 and Section 9.02(b)6.07, the IssuerCompany, the Guarantors and the Trustee, together, with the written consent of the Holder or Holders of at least a majority in aggregate principal amount of the outstanding Notes then outstanding (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), may amend or supplement this Indenture or the Notes without notice to any other Holders. Subject to Section 6.046.07, the Holder or Holders of a majority in aggregate principal amount of the Notes then outstanding Notes may waive any existing default or compliance with any provision of this Indenture or the Notes (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes) without notice to any other Holders (except a default in respect of the payment of principal of, premium, if any, or interest on the Notes or a covenant or provision of this Indenture which cannot be modified or amended without the consent of the Holder of each outstanding Note affectedNotes). (b) Notwithstanding Section 9.02(a), without the consent of each Holder of an outstanding Note affected, an amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may not: (i) reduce the principal amount of Notes issued hereunder whose Holders must consent to an amendment, supplement or waiver; (ii) reduce the principal of or change the fixed maturity of any Note issued hereunder or alter the provisions with respect to the redemption of the outstanding Notes issued hereunder (other than provisions relating to the covenants described above under Section 4.15, except as set forth in clause (x) below); (iii) reduce the rate of or change the time for payment of interest on any Note issued hereunder; (iv) waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, on the outstanding Notes issued hereunder (except a rescission of acceleration of the outstanding Notes issued hereunder by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes issued hereunder with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (v) make any Note payable in money other than that stated in the Notes; (vi) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders hereunder to receive payments of principal of, or interest or premium, if any, on the Notes or impair the right of any Holder to institute suit for the enforcement of any payment on or with respect to the Notes; (vii) waive a redemption payment with respect to any Note issued hereunder (other than a payment required by Section 4.15, except as set forth in clause (x) below); (viii) make any change in the ranking or priority of any Note issued hereunder that would adversely affect the Holders; (ix) modify the Note Guarantees in any manner adverse to the Holders; (x) amend, change or modify in any material respect the obligation of the Issuer Company to make and consummate a Change of Control Offer in respect of a Change of Control that has occurred; or (xi) make any change in the preceding amendment and waiver provisions. (c) It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, supplement or waiver but it shall be sufficient if such consent approves the substance thereof. (d) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

With Consent of Holders of Notes. (a) Subject to Except as provided above in Section 6.07 9.01 and below in this Section 9.02(b)9.02, the IssuerIssuers, the Guarantors and the TrusteeTrustee may amend or supplement this Indenture, togetherthe Notes and the Security Documents may be amended or supplemented, in each case, with the written consent of the Holder or Holders of a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes, and subject, in the Notescase of the Security Documents, to any further requirements in the Collateral Trust Agreement), may amend or supplement this Indenture or the Notes without notice and, subject to any other Holders. Subject to Section 6.04Sections 6.04 and 6.07 hereof, the Holder or Holders of a majority in aggregate principal amount of the Notes then outstanding may waive any existing default Default or Event of Default or compliance with any provision of this Indenture or the Notes or the Security Documents may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer forfor Notes and subject, in the Notes) without notice case of the Security Documents, to any other Holders (except a default further requirements in respect of the payment of principal of, premium, if any, or interest on the Notes or a covenant or provision of this Indenture which cannot be modified or amended without the consent of the Holder of each outstanding Note affectedCollateral Trust Agreement). (b) Notwithstanding Section 9.02(a). However, without the consent of each Holder of an outstanding Note affected, an amendment, supplement or waiver, including waiver may not (with respect to any Notes held by a waiver pursuant to Section 6.04, may not:non-consenting Holder): (ia) reduce the principal amount of Notes issued hereunder whose Holders must consent to an amendment, supplement or waiver; (iib) reduce the principal of or change the fixed maturity of any Note issued hereunder or alter any of the provisions with respect to the redemption or repurchase of the outstanding Notes issued hereunder (other than Sections 3.09, 4.10 and 4.15 hereof and provisions relating to the covenants described above under Section 4.15, except as set forth in clause (x) belowthereto); (iiic) reduce the rate of or change the time for payment of interest on any Note issued hereunderNote; (ivd) waive a Default or Event of Default in the payment of principal of, of or interest or premium, if any, any on the outstanding Notes issued hereunder (except a rescission of acceleration of the Notes issued hereunder by the Holders of a majority in aggregate principal amount of the then outstanding Notes issued hereunder with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (ve) make any Note payable in money currency other than that stated in the Notes; (vif) make any change in the provisions of this Indenture relating to waivers of past Defaults or Events of Default or the rights of Holders of Notes to receive payments of principal of or interest or premium, if any, on the Notes (except as permitted in clause (g) below) (it being understood that changes to covenants or definitions or other actions that do not expressly change provisions of the Notes or this Indenture providing for payments of principal, interest or premium, if any, will not be deemed for any purpose in this Indenture or the Notes to change or impair the right rights of any Holder holders to institute suit for the enforcement receive payments of any payment principal, interest or premium, if any, on or with respect to the Notes); (viig) waive a redemption or repurchase payment with respect to any Note issued hereunder (other than a payment required by Section 4.15Sections 3.09, except as set forth in clause (x) below4.10 and 4.15 hereof); (viiih) make release any change Guarantor from any of its obligations under its Subsidiary Guarantee or this Indenture, except in accordance with the ranking or priority terms of any Note issued hereunder that would adversely affect the Holders; (ix) modify the Note Guarantees in any manner adverse to the Holders; (x) amend, change or modify in any material respect the obligation of the Issuer to make and consummate a Change of Control Offer in respect of a Change of Control that has occurredthis Indenture; or (xii) make any change in the preceding amendment amendment, supplement and waiver provisions. provisions or the next paragraph regarding the consent of Holders required to release all or substantially all of the Collateral from the Liens securing the Notes. In addition, any amendment to, or waiver of, the provisions of this Indenture or any Security Document that has the effect of releasing all or substantially all of the Collateral from the Liens securing the Notes (cother than in accordance with the Note Documents) will require the consent of the Holders of at least 66-2/3% in aggregate principal amount of the Notes then outstanding. Upon the request of the Issuers accompanied by Board Resolutions authorizing their 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 9.06 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. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver waiver, but it shall be sufficient if such consent approves the substance thereof. (d) . After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall give mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to give mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental Indenture or waiver.

With Consent of Holders of Notes. (a) Subject to Except as provided above in Section 6.07 10.01 and below in this Section 9.02(b)10.02, the IssuerIssuers, the Guarantors and the Trustee, together, Trustee may amend or supplement this Indenture and the Notes may be amended or supplemented with the written consent of the Holder or Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), may amend or supplement this Indenture or the Notes without notice and, subject to any other Holders. Subject to Section 6.04Sections 7.04 and 7.07 hereof, the Holder or Holders of a majority in aggregate principal amount of the Notes then outstanding may waive any existing default Default or Event of Default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the for Notes) without notice to any other Holders (except a default in respect of the payment of principal of, premium, if any, or interest on the Notes or a covenant or provision of this Indenture which cannot be modified or amended without the consent of the Holder of each outstanding Note affected). (b) Notwithstanding Section 9.02(a). However, without the consent of each Holder of an outstanding Note affected, an amendment, supplement or waiver, including waiver may not (with respect to any Notes held by a waiver pursuant to Section 6.04, may not:non-consenting Holder): (ia) reduce the principal amount of Notes issued hereunder whose Holders must consent to an amendment, supplement or waiver; (iib) reduce the principal of or change the fixed maturity of any Note issued hereunder or alter any of the provisions with respect to the redemption or repurchase of the outstanding Notes issued hereunder (other than provisions relating to the covenants described above under Section 4.15, except as set forth provided in clause (x) belowSections 4.09, 5.10 and 5.15 hereof); (iiic) reduce the rate of or change the time for payment of interest on any Note issued hereunderNote; (ivd) waive a Default or Event of Default in the payment of principal of, or interest of or premium, if any, or interest on the outstanding Notes issued hereunder (except a rescission of acceleration of the Notes issued hereunder by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes issued hereunder with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (ve) make any Note payable in money other than that stated in the Notes; (vif) make any change in the provisions of this Indenture relating to waivers of past Defaults or impair Events of Default or the right rights of any Holder Holders of Notes to institute suit for receive payments of principal of or premium, if any, or interest on the enforcement of any payment on or with respect to the NotesNotes (except as permitted in clause (g) below); (viig) waive a redemption or repurchase payment with respect to any Note issued hereunder (other than a payment required by Section 4.15Sections 4.09, except as set forth in clause (x) below5.10 and 5.15 hereof); (viiih) make release any change Guarantor from any of its obligations under its Guarantee or this Indenture, except in accordance with the ranking or priority terms of any Note issued hereunder that would adversely affect the Holders; (ix) modify the Note Guarantees in any manner adverse to the Holders; (x) amend, change or modify in any material respect the obligation of the Issuer to make and consummate a Change of Control Offer in respect of a Change of Control that has occurredthis Indenture; or (xii) make any change in the preceding amendment amendment, supplement and waiver provisions. (c) . Upon the request of the Issuers accompanied by Board Resolutions authorizing their 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 10.06 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, liabilities 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. It shall not be necessary for the consent of the Holders of Notes under this Section 10.02 to approve the particular form of any proposed amendment, supplement or waiver waiver, but it shall be sufficient if such consent approves the substance thereof. (d) . After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall give mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to give mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental Indenture or waiver.

With Consent of Holders of Notes. (a) Subject to Except as provided below in this Section 6.07 and Section 9.02(b)9.02, the Issuer, the Guarantors Company and the Trustee, together, Trustee may amend or supplement this Indenture and the Notes with the written consent of the Holder or Holders of at least a majority in aggregate principal amount of the Notes Notes, including Additional Notes, if any, then outstanding voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, for the Notes), may amend or supplement this Indenture or the Notes without notice and, subject to any other Holders. Subject to Section 6.04Sections 6.04 and 6.07 hereof, the Holder or Holders of a majority in aggregate principal amount of the Notes then outstanding may waive any existing default Default or compliance with any provision Event of this Indenture or the Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes) without notice to any other Holders Default (except a default continuing Default or Event of Default (i) in respect of the payment of principal ofprincipal, premium, if any, or interest on the Notes or and (ii) in respect of a covenant or provision of which under this Indenture which cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment ) or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of at least a majority in principal amount of the Notes, including Additional Notes, if any, then outstanding Note affectedvoting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). (b) Notwithstanding Section 9.02(a), without . Without the consent of each Holder of an outstanding Note affectedHolder, an amendment, supplement amendment or waiver, including waiver under this Section 9.02 may not (with respect to any Notes held by a waiver pursuant to Section 6.04, may not:non-consenting Holder): (ia) reduce the principal amount of Notes issued hereunder whose Holders must consent to an amendment, supplement or waiver; (iib) reduce the principal of or change the fixed maturity Stated Maturity of any Note issued hereunder or alter the provisions with respect to the redemption of the outstanding Notes issued hereunder (other than provisions relating to the covenants described above under Section 4.15, except as set forth in clause (x) below)Notes; (iiic) reduce the rate of or change the time for payment of interest on any Note issued hereunderNote; (ivd) waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, on the outstanding Notes issued hereunder (Notes, except a rescission of acceleration of the Notes issued hereunder by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes issued hereunder with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (ve) make any Note payable in money other than that stated in the Notes; (vif) make any change in the provisions of this Indenture relating to waivers of past Defaults or impair the right rights of any Holder Holders of Notes to receive payments of principal of, or interest or premium, if any, on the Notes, or to institute suit for the enforcement of any payment on or with respect to the Notessuch Holders’ Notes or any Subsidiary Guarantee; (vii) waive a redemption payment with respect to any Note issued hereunder (other than a payment required by Section 4.15, except as set forth in clause (x) below); (viii) make any change in the ranking or priority of any Note issued hereunder that would adversely affect the Holders; (ix) modify the Note Guarantees in any manner adverse to the Holders; (xg) amend, change or modify in any material respect the obligation of the Issuer Company to make and consummate an Asset Sale Offer with respect to any Asset Sale in accordance with the provisions of Section 4.12 hereof after the obligation to make and consummate such Asset Sale Offer has arisen or the obligation of the Company to make and consummate a Change of Control Offer in respect the event of a Change of Control that Triggering Event in accordance with the provisions of Section 4.18 hereof after such Change of Control Triggering Event has occurred, including, in each case, amending, changing or modifying any definition relating thereto; (h) except as otherwise permitted under the provisions of Section 5.01 hereof, consent to the assignment or transfer by the Company or any Subsidiary Guarantor of any of their rights or obligations under this Indenture; (i) subordinate the Notes or any Subsidiary Guarantee to any other obligation of the Company or the applicable Subsidiary Guarantor; (j) amend or modify the provisions of Section 4.20 hereof; (k) amend or modify any Subsidiary Guarantee in a manner that would adversely affect the Holders of the Notes or release any Subsidiary Guarantor from any of its obligations under its Subsidiary Guarantee or this Indenture (except in accordance with the terms of this Indenture); or (xil) make any change in the preceding amendment and waiver provisions. (c) . For the avoidance of doubt, no amendment or deletion of any of Sections 4.03, 4.08, 4.09, 4.10, 4.11, 4.13, 4.14, 4.17, 4.19, 4.21, 4.22, 4.23 and 5.01 hereof in accordance with the amendment provisions set forth herein, or action taken in compliance with such covenants in effect at the time of such action, shall be deemed to make any change in the provisions herein relating to the legal right of any Holder of the Notes to receive payments of principal of, premium on, if any, or interest, if any, on the Note. The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any supplemental indenture. If a record date is fixed, the Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 120 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendmentamendment or waiver, supplement or waiver but it shall be sufficient if such consent approves the substance thereof. (d) . After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall give send to the Holders Holder of each Note affected thereby to such Holder’s address appearing in the Security Register a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to give mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental indenture or waiver.

With Consent of Holders of Notes. (a) Subject With the consent of the Holders of not less than a majority in principal amount of the Outstanding Notes, by act of said Holders delivered to Section 6.07 the Issuer and Section 9.02(b)the Trustee, the Issuer, the Guarantors any Guarantor (with respect to any Guarantee to which it is a party or this Indenture) and the TrusteeTrustee may amend or supplement this Indenture, togetherany Guarantee and the Notes, and the Notes Collateral Agent may amend the Notes Collateral Documents, in each case for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions or of modifying in any manner the rights of the Holders hereunder or thereunder (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes) and any existing Default or Event of Default or compliance with any provision of this Indenture, the Notes, the Guarantees or the Notes Collateral Documents may be waived with the written consent of the Holders of not less than a majority in principal amount of the Outstanding Notes, other than Notes beneficially owned by the Issuer or its Affiliates (including consents obtained in connection with a purchase of or tender offer or exchange offer for Notes); provided that, without consent of the Holder of each Outstanding Note affected thereby, no such amendment, supplement or waiver shall, with respect to any Notes held by a non-consenting Holder: (1) reduce the principal amount of the Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of or change the Stated Maturity of any such Note or reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed pursuant to Section 3.07; (3) reduce the rate of or change the time for payment of interest on any Note; (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Notes issued under this Indenture, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any guarantee which cannot be amended or modified without the consent of all Holders of the Notes; (5) make any Note payable in money other than that stated in the Notes; (6) make any change in Section 6.08 or the rights of Holders of the Notes to receive payments of principal of or premium, if any, or interest on the Notes; (7) make any changes to this Section 9.02; (8) impair the right of any Holder to receive payment of principal of, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; or (9) make any change to or modify the ranking of any Note or related Guarantee that would adversely affect the Holders of the Notes. (b) Notwithstanding the provisions of Section 9.02(a), without the consent of the Holders of at least two-thirds 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, the Notes), may amend or supplement this Indenture or the Notes without notice to any other Holders. Subject to Section 6.04, the Holder or Holders of a majority in aggregate principal amount of the Notes then outstanding may waive any existing default or compliance with any provision of this Indenture or the Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes) without notice to any other Holders (except a default in respect of the payment of principal of, premium, if any, or interest on the Notes or a covenant or provision of this Indenture which cannot be modified or amended without the consent of the Holder of each outstanding Note affected). (b) Notwithstanding Section 9.02(a), without the consent of each Holder of an outstanding Note affected, an amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may not: (i) reduce release all or substantially all of the principal amount of Collateral, except as otherwise permitted by this Indenture or the Notes issued hereunder whose Holders must consent to an amendment, supplement or waiver;Collateral Documents; or (ii) reduce modify the principal of Intercreditor Agreements or change the fixed maturity of any Note issued hereunder or alter the provisions in this Indenture dealing with respect to the redemption of the outstanding Notes issued hereunder (other than provisions relating to the covenants described above under Section 4.15, except as set forth in clause (x) below); (iii) reduce the rate of or change the time for payment of interest on any Note issued hereunder; (iv) waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, on the outstanding Notes issued hereunder (except a rescission of acceleration of the Notes issued hereunder by the Holders of a majority in aggregate principal amount of the then outstanding Notes issued hereunder with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (v) make any Note payable in money other than that stated in the Notes; (vi) make any change in the provisions of this Indenture relating to waivers of past Defaults or impair the right of any Holder to institute suit for the enforcement of any payment on or with respect to the Notes; (vii) waive a redemption payment with respect to any Note issued hereunder (other than a payment required by Section 4.15, except as set forth in clause (x) below); (viii) make any change in the ranking or priority of any Note issued hereunder that would adversely affect the Holders; (ix) modify the Note Guarantees Collateral Documents in any manner materially adverse to the Holders; (x) amend, change except as otherwise permitted by this Indenture or modify in any material respect the obligation of the Issuer to make and consummate a Change of Control Offer in respect of a Change of Control that has occurred; or (xi) make any change in the preceding amendment and waiver provisionsNotes Collateral Documents. (c) It shall not be necessary for the consent of the Holders of Notes under this Section 9.01 to approve the particular form of any proposed amendmentamendment or waiver, supplement or waiver but it shall be sufficient if such consent approves the substance thereof. (d) After an amendment, supplement . A consent to any amendment or waiver under either this Section 9.02 becomes effectiveIndenture, the Issuer shall give to the Holders affected thereby a notice briefly describing the amendmentNotes, supplement or waiver. Any failure of the Issuer to give such noticeas applicable, or any defect thereinGuarantee, by any Holder given in connection with a tender or exchange of such Holder’s Notes shall not, however, in any way impair not be rendered invalid by such tender or affect the validity of any such amendment, supplement or waiverexchange.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture (a) Subject to including, without limitation, Section 6.07 3.11, 4.10 and Section 9.02(b4.15 hereof), the Issuer, the Guarantors Note Guarantees and the Trustee, together, Notes with the written consent of the Holder Holders of at least a majority in principal amount of the Notes (including, without limitation, Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or Liquidated Damages, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Note Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Notwithstanding the foregoing, without the consent of at least 75% in principal amount of the Notes (including Additional Notes, if any) then outstanding (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, such Notes), no waiver or amendment to this Indenture may: (1) release all or substantially all of the Note Collateral from the Lien of this Indenture or the Collateral Documents (other than in accordance with this Indenture and the Collateral Documents); or (2) release any Guarantor from any of its obligations under its Note Guarantee of this Indenture (other than in accordance with this Indenture). Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with voting as a purchase of, or tender offer or exchange offer for, the Notes), may amend or supplement this Indenture or the Notes without notice to any other Holders. Subject to Section 6.04, the Holder or Holders of a majority in aggregate principal amount of the Notes then outstanding single class may waive any existing default or compliance in a particular instance by the Company with any provision of this Indenture or the Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer forIndenture, the Notes) without notice to any other Holders (except a default in respect of the payment of principal of, premium, if any, or interest on the Notes or a covenant or provision of this Indenture which cannot be modified or amended without the consent of the Holder of each outstanding Note affected). (b) Notwithstanding Section 9.02(a)Guarantees. However, without the consent of each Holder of an outstanding Note affected, an amendment, supplement or waiver, including waiver under this Section 9.02 may not (with respect to any Notes held by a waiver pursuant to Section 6.04, may not:non-consenting Holder): (i1) reduce the principal amount of Notes issued hereunder whose Holders must consent to an amendment, supplement or waiver; (ii2) reduce the principal of or change the fixed maturity of any Note issued hereunder or alter or waive any of the provisions with respect to the redemption of the outstanding Notes issued hereunder (other than provisions relating to the covenants described above under Section 4.15, except as set forth in clause (x) below)provided above with respect to Sections 3.11, 4.10 and 4.15 hereof; (iii3) reduce the rate of or change the time for payment of interest interest, including default interest, on any Note issued hereunderNote; (iv4) waive a Default or Event of Default in the payment of principal of, of or interest premium or premiumLiquidated Damages, if any, or interest on the outstanding Notes issued hereunder (except a rescission of acceleration of the Notes issued hereunder by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes issued hereunder with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (v5) make any Note payable in money other than that stated in the Notes; (vi6) make any change in the provisions of this Indenture relating to waivers of past Defaults or impair the right rights of any Holder Holders of Notes to institute suit for the enforcement receive payments of any payment principal of, or interest or premium or Liquidated Damages, if any, on or with respect to the Notes; (vii7) waive a redemption payment with respect to any Note issued hereunder (other than a payment required by Section 4.15Sections 3.11, except as set forth in clause (x) below4.10 or 4.15 hereof);; or (viii) 8) make any change in the ranking or priority of any Note issued hereunder that would adversely affect the Holders; (ix) modify the Note Guarantees in any manner adverse this Article 9 relating to the Holders; (x) amend, change or modify in any material respect the obligation of the Issuer to make and consummate a Change of Control Offer in respect of a Change of Control that has occurred; or (xi) make any change in the preceding amendment and waiver provisions. (c) It shall not be necessary for . Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee's own rights, duties or immunities under this Section to approve the particular form of any proposed amendment, supplement Indenture or waiver but it shall be sufficient if such consent approves the substance thereof. (d) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to give such notice, or any defect therein, shall not, howeverotherwise, in any way impair which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or affect the validity of any such amendment, supplement or waiversupplemental Indenture.

With Consent of Holders of Notes. (a) Subject to Section 6.07 and Section 9.02(b)The Company, the Issuer, the Guarantors and the TrusteeTrustee may amend or supplement this Indenture, together, the Notes or the Guarantees or any amended or supplemental Indenture with the written consent of the Holder or Holders of Notes of at least a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for the Notes), may amend or supplement this Indenture or the Notes without notice to any other Holders. Subject to Section 6.04, the Holder or Holders of a majority in aggregate principal amount of the Notes then outstanding may waive and any existing default Default and its consequences 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 (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer forfor the Notes). Notwithstanding the foregoing, (a) Sections 3.09, 4.10 and 4.15 of this Indenture (including, in each case, the related definitions) may not be amended or waived without the written consent of at least 66-2/3% in principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for the Notes) without notice to any other Holders (except a default in respect of the payment of principal of, premium, if any, or interest on the Notes or a covenant or provision of this Indenture which cannot be modified or amended without the consent of the Holder of each outstanding Note affected). and (b) Notwithstanding Section 9.02(a), without the consent of each Holder of an outstanding Note affected, an amendment, supplement amendment or waiver, including waiver may not (with respect to any Notes held by a waiver pursuant to Section 6.04, may not:non-consenting Holder of Notes): (i) reduce the aggregate principal amount of Notes issued hereunder whose Holders must consent to an amendment, supplement or waiver; (ii) reduce the principal of or change the fixed maturity of any Note issued hereunder or alter the provisions with respect to the redemption of the outstanding Notes issued hereunder (other than provisions relating to the covenants described above under Section 4.15, except as set forth in clause (x) below)Notes; (iii) reduce the rate of or change the time for payment of interest on any Note issued hereunderNote; (iv) waive a Default or Event of Default in the payment of principal of, or interest of or premium, if any, or interest on the outstanding Notes issued hereunder (except a rescission of acceleration of the Notes issued hereunder by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes issued hereunder with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (v) make any Note payable in money other than that stated in the Notes; (vi) make any change in the provisions of this Indenture relating to waivers of past Defaults or impair the right rights of any Holder Holders of Notes to institute suit for the enforcement receive payments of any payment principal of or interest on or with respect to the Notes; (vii) waive a redemption payment with respect to any Note issued hereunder (other than a payment required by Section 4.15, except as set forth in clause (x) below);Note; or (viii) make any change in the ranking or priority of any Note issued hereunder that would adversely affect the Holders; (ix) modify the Note Guarantees in any manner adverse to the Holders; (x) amend, change or modify in any material respect the obligation of the Issuer to make and consummate a Change of Control Offer in respect of a Change of Control that has occurred; or (xi) make any change in the preceding foregoing amendment and waiver provisions. (c) . Upon the request of the Company accompanied by a resolution of the Board of Directors of the Company and each Guarantor 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 9.06, the Trustee shall join with the Company 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. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendmentamendment or waiver, supplement or waiver but it shall be sufficient if such consent approves the substance thereof. (d) . After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall give mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to give mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental Indenture or waiver. Subject to Sections 6.04 and 6.07, the Holders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes.

With Consent of Holders of Notes. (a) Subject to Except as provided below in this Section 6.07 and Section 9.02(b)9.02, the Issuer, the Guarantors Company and the Trustee, together, Trustee may amend or supplement this Indenture and the Notes with the written consent of the Holder or Holders of a majority in aggregate principal amount of the Notes Notes, then outstanding voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, for the Notes), may amend or supplement this Indenture or the Notes without notice and, subject to any other Holders. Subject to Section 6.04Sections 6.04 and 6.07 hereof, the Holder or Holders of a majority in aggregate principal amount of the Notes then outstanding may waive any existing default Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest on the Notes) or compliance with any provision of this Indenture or the Notes (includingexcept for certain covenants and provisions of this Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of a majority in principal amount of the Notes, without limitation, then outstanding voting as a single class (including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, for the Notes) without notice to any other Holders (except a default in respect of the payment of principal of, premium, if any, or interest on the Notes or a covenant or provision of this Indenture which cannot be modified or amended without the consent of the Holder of each outstanding Note affected). (b) Notwithstanding Section 9.02(a), without . Without the consent of each Holder of an outstanding Note affectedHolder, an amendment, supplement amendment or waiver, including waiver under this Section 9.02 may not (with respect to any Notes held by a waiver pursuant to Section 6.04, may not:non-consenting Holder): (ia) reduce the principal amount of Notes issued hereunder whose Holders must consent to an amendment, supplement or waiver; (ii) reduce the principal of or change the fixed maturity of any Note issued hereunder or alter the provisions with respect to the redemption of the outstanding Notes issued hereunder (other than provisions relating to the covenants described above under Section 4.15, except as set forth in clause (x) below); (iiib) reduce the rate of or change the time for payment of interest interest, including defaulted interest, on any Note issued hereunderNotes; (ivc) reduce the principal of or change the Stated Maturity of any Notes, or change the date on which any Notes may be subject to redemption or repurchase (except, in the case of repurchases, as would otherwise be permitted under clause (g)), or reduce the redemption or repurchase price for those Notes; (d) make any Note payable in money other than that stated in the Note and this Indenture; (e) impair the right of any Holder to receive payment of principal, premium or interest on that Holder’s Notes on or after the due dates for those payments, or to bring suit to enforce that payment on or with respect to such Holder’s Notes; (f) modify Section 6.04 or 6.07 hereof or this Section; (g) at any time after the Company is obligated to make an Offer to Purchase pursuant to Section 4.14 or 4.21 hereof, change the time at which such offer to purchase must be made or at which the Notes must be repurchased pursuant thereto; (h) reduce the percentage of the principal amount of outstanding Notes necessary for amendment to or waiver of compliance with any provision of this Indenture or the Notes or for waiver of any Default in respect thereof; (i) waive a Default or Event of Default in the payment of principal of, interest on, or interest or premiumredemption payment with respect to, if any, on the outstanding Notes issued hereunder (except a rescission of acceleration of the Notes issued hereunder by the Holders of a majority thereof provided as in aggregate principal amount of the then outstanding Notes issued hereunder with respect to a nonpayment default Section 6.02 and a waiver of the payment default that resulted from such acceleration); (vj) make any Note payable subordinate in money other than that stated in the Notes; (vi) make any change in the provisions of this Indenture relating to waivers of past Defaults or impair the right of any Holder to institute suit for payment the enforcement of any payment on Notes or with respect to the Notes; (vii) waive a redemption payment with respect Subsidiary Guarantees to any Note issued hereunder (other than a payment required by Section 4.15, except as set forth in clause (x) below); (viii) make any change in the ranking or priority of any Note issued hereunder that would adversely affect the Holders; (ix) modify the Note Guarantees in any manner adverse to the Holders; (x) amend, change or modify in any material respect the obligation debt of the Issuer to make and consummate a Change of Control Offer in respect of a Change of Control that has occurredCompany; or (xik) make other than releases permitted by the indenture (i) release the Subsidiary Guarantee of any change in Subsidiary Guarantor that is a Significant Subsidiary or (ii) release the preceding amendment Subsidiary Guarantees of a group of Subsidiary Guarantors that together constitute a Significant Subsidiary. The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any supplemental indenture. If a record date is fixed, the Holders on such record date, or their duly designated proxies, and waiver provisions. (c) only such Persons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 120 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendmentamendment or waiver, supplement or waiver but it shall be sufficient if such consent approves the substance thereof. (d) . After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall give mail to the Holders Holder of each Note affected thereby to such Holder’s address appearing in the Note Register a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to give mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental indenture or waiver.

With Consent of Holders of Notes. (a) Subject to Except as provided below in this Section 6.07 and Section 9.02(b9.02, the Company, the Guarantors (if any), the IssuerTrustee and the Collateral Agent, as applicable, may amend or supplement this Indenture (including, without limitation, Sections 4.10, 4.15 and 4.16), the Guarantors and Notes, the TrusteeNote Guarantees, togetherthe Collateral Documents and, with the written consent of the Holder or required lenders under the Revolving Credit Facility, the Intercreditor Agreement with the consent of the Holders of 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, the Notes), may amend or supplement this Indenture or the Notes without notice to any other Holders. Subject to Section 6.04, the Holder or Holders of a majority in aggregate principal amount of the Notes then outstanding may waive any existing default or compliance with any provision of this Indenture or the Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes) without notice ), and, subject to Sections 6.04 and 6.07, any existing Default or Event of Default (other Holders (except than a default Default or Event of Default in respect of the payment of the principal of, premiumpremium or Special Interest, if any, or interest on on, the Notes Notes, except a payment default resulting solely from an acceleration that has been rescinded) or a covenant or compliance with any provision of this Indenture which cannot Indenture, the Notes, the Note Guarantees or, subject to the Intercreditor Agreement, the Collateral Documents may be modified or amended without waived with the consent of the Holder Holders of each a majority in aggregate principal amount of the then outstanding Note affectedNotes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). (b) Notwithstanding Section 9.02(a)Subject to Sections 6.04 and 6.07, without the Holders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes, the Note Guarantees or the Collateral Documents. (c) Without the consent of each Holder of an outstanding Note affected, an amendment, supplement or waiver, including waiver under this Section 9.02 may not (with respect to any Notes held by a waiver pursuant to Section 6.04, may not:non-consenting Holder): (i1) reduce the principal amount of Notes issued hereunder whose the consent of the Holders must consent to of which is required for an amendment, supplement or waiver; (ii2) reduce the principal of or change the fixed maturity of any Note issued hereunder or alter the provisions with respect to the redemption of the outstanding Notes issued hereunder (other than provisions relating as provided above with respect to the covenants described above under Section 4.15Sections 4.10, except as set forth in clause (x) below4.15 and 4.16); (iii3) reduce the rate of or change the time for payment of interest interest, including default interest, on any Note issued hereunderNote; (iv4) waive a Default or Event of Default in the payment of principal of, or interest (including Special Interest, if any) or premium, if any, on on, the outstanding Notes issued hereunder (except a rescission of acceleration of the Notes issued hereunder by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes issued hereunder with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (v5) make any Note payable in money other than that stated in the Notes; (vi6) make any change in the provisions of this Indenture relating to waivers of past Defaults or impair the right rights of any Holder Holders of Notes to institute suit for the enforcement receive payments of any payment on principal of, or with respect to interest (including Special Interest, if any) or premium, if any, on, the Notes; (vii7) waive a redemption payment with respect to any Note issued hereunder (other than a payment required by Section 4.15Sections 4.10, except as set forth in clause (x) below4.15 or 4.16); (viii) make 8) release any change Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the ranking or priority terms of any Note issued hereunder that would adversely affect the Holdersthis Indenture; (ix9) modify the Note Guarantees in any manner adverse to the Holders; (x) amend, change release all or modify in any material respect the obligation substantially all of the Issuer to make and consummate a Change of Control Offer in respect of a Change of Control that has occurredCollateral; or (xi10) make any change in the preceding amendment and waiver provisions. (cd) Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amendment or supplement, and upon the filing with the Trustee and the Collateral Agent, as applicable, of evidence satisfactory to the Trustee and the Collateral Agent, as applicable, of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee and the Collateral Agent, as applicable, of the documents described in Sections 7.02 and 9.06, the Trustee and the Collateral Agent, as applicable, will join with the Company and the Guarantors (if any) in the execution of such amendment or supplement unless such amendment or supplement affects the Trustee’s or the Collateral Agent’s, as the case may be, own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee and the Collateral Agent, as applicable, may in its discretion, but will not be obligated to, enter into such amendment or supplement. (e) It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver waiver, but it shall be is sufficient if such consent approves the substance thereof. (df) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall give Company will mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to give mail such notice, or any defect therein, shall will not, however, in any way impair or affect the validity of any such amendment, amendment or supplement or waiver.

With Consent of Holders of Notes. (a) Subject to Section 6.07 and Section 9.02(b)The Company, the IssuerSubsidiary Guarantors, the Guarantors if any, and the TrusteeTrustee may amend or supplement this Indenture (including, togetherwithout limitation, Sections 3.08, 4.10 and 4.14 hereof) and the Notes with the written consent of the Holder or Holders of at least a majority in aggregate principal amount of the Notes (including, without limitation, Additional Notes, if any) then outstanding Outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), may amend and, subject to Sections 6.04 and 6.07 hereof, any existing Default or supplement this Indenture Event of Default (other than a Default or Event of Default in the Notes without notice to payment of the principal of, or any other Holders. Subject to Section 6.04premium or interest on, the Holder or Holders of Notes, except a majority in aggregate principal amount of the Notes then outstanding may waive any existing payment default resulting from an acceleration that has been rescinded) 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, including Additional Notes, if any (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes) without notice to any other Holders (except a default in respect of the payment of principal of, premium, if any, or interest on the Notes or a covenant or provision of this Indenture which cannot be modified or amended without the consent of the Holder of each outstanding Note affected). (b) Notwithstanding Section 9.02(a), ; provided that without the consent of each Holder of an outstanding Note affected, an amendment, supplement amendment or waiver, including waiver under this Section 9.02 may not (with respect to any Notes held by a waiver pursuant to Section 6.04, may not:non-consenting Holder): (i1) reduce the principal amount of Notes issued hereunder whose Holders must consent to an amendment, supplement or waiver; (ii2) reduce the principal of any Note, amend any provision hereof or of the Notes, with respect to the place where any Note or interest thereon may be payable or change the fixed maturity date on which such payment or any payment of any Note issued hereunder interest thereon is scheduled to be made or alter or waive any of the provisions with respect to the redemption of the outstanding Notes issued hereunder (other than provisions relating to the covenants described above under Section 4.15, except as set forth in clause (x) below)provided above with respect to Sections 3.08, 4.10 and 4.14 hereof; (iii3) reduce the rate of or change the time for payment of interest on any Note issued hereunderNote; (iv4) waive a Default or Event of Default in the payment of principal of, or any premium or interest or premiumon, if any, on the outstanding Notes issued hereunder (except a rescission of acceleration of the Notes issued hereunder by the Holders of at least a majority in aggregate principal amount of the then outstanding Outstanding Notes issued hereunder with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (v5) make any Note payable in money other than that stated in the Notes; (vi6) 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 any premium on, the Notes or impair the right of any Holder to institute suit for the enforcement of any such payment on or with respect to after the Notesdate it is due; (vii7) waive a redemption payment with respect to any Note issued hereunder (other than a payment required by under Section 4.153.08, except as set forth in clause (x) below4.10 or 4.14 hereof); (viii8) release any Subsidiary Guarantor from any of its obligations under its Subsidiary Guarantee or this Indenture, except in accordance with the terms of this Indenture; or (9) make any change in the ranking Sections 6.04 or priority of any Note issued hereunder that would adversely affect the Holders; (ix) modify the Note Guarantees in any manner adverse to the Holders; (x) amend, change 6.07 hereof or modify in any material respect the obligation of the Issuer to make and consummate a Change of Control Offer in respect of a Change of Control that has occurred; or (xi) make any change in the preceding foregoing amendment and waiver provisions. (c) provisions in this Section 9.02. Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, the Trustee will join with the Company in the execution of such amended or supplemental Indenture unless such amended or supplemental Indenture directly affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture. It shall is not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendmentamendment or waiver, supplement or waiver but it shall be is sufficient if such consent approves the substance thereof. (d) . After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall give Company will mail to the Holders affected thereby of Notes a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to give mail such notice, or any defect therein, shall will not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then Outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes.

With Consent of Holders of Notes. (a) Subject to Except as provided below in this Section 6.07 and Section 9.02(b)9.02, the Issuer, the Subsidiary Guarantors and the TrusteeTrustee may amend or supplement this Indenture, together, the Notes and the Subsidiary Guarantees with the written consent of the Holder or Holders of at least a majority in aggregate principal amount of the Notes then outstanding voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for the Notes), may amend or supplement this Indenture or the Notes without notice to any other Holders. Subject and, subject to Section 6.046.04 and Section 6.07 hereof, the Holder or Holders of a majority in aggregate principal amount of the Notes then outstanding may waive any existing default Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest, if any, on the Notes) or compliance with any provision of this Indenture or the Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes) without notice to any other Holders (except a default in respect of the payment of principal of, premium, if any, or interest on the Notes or a covenant or provision for certain covenants and provisions of this Indenture which cannot be modified or amended without the consent of each Holder) may be waived with the Holder consent of each the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Note affectedvoting as a single class (including consents obtained in connection with a tender offer or exchange offer for Notes). (b) Notwithstanding Section 9.02(a), without . Without the consent of each Holder of an outstanding Note affectedNote, an amendment, supplement amendment or waiver, including a waiver pursuant to under this Section 6.04, 9.02 may not: (ia) reduce the principal amount of Notes issued hereunder whose Holders must consent to an amendment, supplement amendment or waiver; (iib) reduce the rate of or extend the time for payment of interest, if any, on any Note; (c) reduce the principal of or change extend the fixed maturity Stated Maturity of any Note issued hereunder or alter the provisions with respect to the redemption of the outstanding Notes issued hereunder (other than provisions relating to the covenants described above under Section 4.15, except as set forth in clause (x) below)Note; (iii) reduce the rate of or change the time for payment of interest on any Note issued hereunder; (iv) waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, on the outstanding Notes issued hereunder (except a rescission of acceleration of the Notes issued hereunder by the Holders of a majority in aggregate principal amount of the then outstanding Notes issued hereunder with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (vd) make any Note payable in money other than that stated in the NotesNote; (vie) make any change in the provisions of this Indenture relating to waivers of past Defaults or impair the right of any Holder of Notes to receive payment of principal, premium, if any, and interest, if any, on such Holder’s Notes on or after the due dates therefor, or to institute suit for the enforcement of any payment on or with respect to the such Holder’s Notes; (viif) waive a redemption subordinate the Notes in right of payment with respect to any Note issued hereunder (other than a payment required by Section 4.15, except as set forth in clause (x) below)obligation of the Issuer or the applicable Subsidiary Guarantor; (viiig) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed, as described in Section 3.07 hereof; (h) reduce the premium payable upon a Change of Control or, at any time after a Change of Control has occurred, change the time at which the Change of Control Offer relating thereto must be made or at which the Notes must be repurchased pursuant to such Change of Control Offer; (i) at any time after the Issuer is obligated to make an Asset Sale Offer with the Excess Proceeds from Asset Sales, change the time at which such Asset Sale Offer must be made or at which the Notes must be repurchased pursuant thereto; (j) make any change in the ranking provisions of this Article 9 which require the consent of each Holder or priority of any Note issued hereunder that would adversely affect in the Holders; (ix) modify the Note Guarantees in any manner adverse to the Holders; (x) amend, change or modify in any material respect the obligation of the Issuer to make and consummate a Change of Control Offer in respect of a Change of Control that has occurredwaiver provisions; or (xik) make release any change in Subsidiary from its obligations under its Subsidiary Guarantee of the preceding amendment Notes or this Indenture other than pursuant to the terms of this Indenture relating to the release of Subsidiary Guarantors of the Notes. The Issuer may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any supplemental indenture. If a record date is fixed, the Holders on such record date, or their duly designated proxies, and waiver provisions. (c) only such Persons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 120 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver waiver, but it shall be sufficient if such consent approves the substance thereof. (d) . After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall give mail to the Holders Holder of each Note affected thereby to such Holder’s address appearing in the Security Register a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to give mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement amendment or supplemental indenture or waiver. Subject to Section 6.04 and Section 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Issuer with any provision of this Indenture or the Notes.

With Consent of Holders of Notes. (a) Subject to Except as provided below in this Section 6.07 and Section 9.02(b)9.02, the Issuer, the Guarantors Company and the Trustee, together, Trustee may amend or supplement this Indenture and the Notes with the written consent of the Holder or Holders of at least a majority in aggregate principal amount of the Notes Notes, including Additional Notes, if any, then outstanding voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, for the Notes), may amend or supplement this Indenture or the Notes without notice and, subject to any other Holders. Subject to Section 6.04Sections 6.08 and 6.13, the Holder or Holders of a majority in aggregate principal amount of the Notes then outstanding may waive any existing default Default or compliance with any provision Event of this Indenture or the Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes) without notice to any other Holders Default (except a default continuing Default or Event of Default in respect of (i) the payment of principal ofprincipal, premium, if any, or interest on the Notes or and (ii) in respect of a covenant or provision of which under this Indenture which cannot be modified or amended without the consent of the Holder of each outstanding Note affected). (baffected by such modification or amendment) Notwithstanding Section 9.02(a), without or compliance with any provision of this Indenture or the Notes may be waived with the consent of each Holder of an outstanding Note affected, an amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may not: (i) reduce the principal amount of Notes issued hereunder whose Holders must consent to an amendment, supplement or waiver; (ii) reduce the principal of or change the fixed maturity of any Note issued hereunder or alter the provisions with respect to the redemption of the outstanding Notes issued hereunder (other than provisions relating to the covenants described above under Section 4.15, except as set forth in clause (x) below); (iii) reduce the rate of or change the time for payment of interest on any Note issued hereunder; (iv) waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, on the outstanding Notes issued hereunder (except a rescission of acceleration of the Notes issued hereunder by the Holders of at least a majority in aggregate principal amount of the Notes, including Additional Notes, if any, then outstanding Notes issued hereunder voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Without the consent of each Holder, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a nonpayment default and a waiver non-consenting Holder): (a) change the stated maturity of the payment default that resulted from such acceleration); (v) make principal of, or any Note payable in money other than that stated in installment of principal of or interest on the Notes; (vib) make reduce the amount of, or any premium or interest on, the Notes; (c) change in the provisions place or currency of this Indenture relating to waivers payment of past Defaults principal of, or any premium or interest on, the Notes; (d) impair the right of any Holder to institute suit for the enforcement of any payment on or with respect to the Notes; (viie) waive a redemption payment reduce the percentage in principal amount of Notes, the consent of whose Holders is required for modification or amendment of this Indenture; (f) reduce the percentage in principal amount of Notes necessary for waiver of certain defaults; or (g) modify such provisions with respect to modification and waiver. The Holders of a majority in principal amount of Notes may on behalf of the Holders of all Notes waive any Note issued hereunder (other than a payment required by Section 4.15past default under this Indenture, except as set forth in clause (x) below); (viii) make any change a default in the ranking or priority of any Note issued hereunder that would adversely affect the Holders; (ix) modify the Note Guarantees in any manner adverse to the Holders; (x) amend, change or modify in any material respect the obligation payment of the Issuer to make and consummate a Change principal of Control Offer or premium, if any, or interest on the Notes or in respect of a Change provision which under this Indenture cannot be modified or amended without the consent of Control each Holder affected. The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any supplemental indenture. If a record date is fixed, the Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided that has occurred; or (xi) make unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 120 days after such record date, any change in the preceding amendment such consent previously given shall automatically and waiver provisions. (c) without further action by any Holder be cancelled and of no further effect. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendmentamendment or waiver, supplement or waiver but it shall be sufficient if such consent approves the substance thereof. (d) . After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall give mail to the Holders Holder of each Note affected thereby to such Holder’s address appearing in the Security Register a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to give mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental indenture or waiver.

With Consent of Holders of Notes. (a) Subject to Section 6.07 Except as provided in Sections 9.02(b) and Section 9.02(b9.02(c), the IssuerCompany and the Trustee may amend or supplement this Indenture (including Sections 4.10 and 4.14), the Guarantors Notes, the Subsidiary Guarantees and the Trustee, together, Security Documents with the written consent of the Holder or Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), may amend and, subject to Sections 6.04 and 6.07, any existing Default or supplement this Indenture Event of Default (other than a Default or Event of Default in the Notes without notice to any other Holders. Subject to Section 6.04, the Holder or Holders of a majority in aggregate principal amount payment of the Notes then outstanding may waive any existing principal of or premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture Indenture, the Notes or the Subsidiary Guarantees may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes) without notice ). Sections 2.08 and 2.09 shall determine which Notes are considered to any other Holders (except a default in respect of the payment of principal of, premium, if any, or interest on the Notes or a covenant or provision be “outstanding” for purposes of this Indenture which cannot be modified or amended without the consent of the Holder of each outstanding Note affected)Section 9.02. (b) Notwithstanding Section 9.02(a), without Without the consent of each Holder of an outstanding Note affected, an amendment, supplement amendment or waiver, including waiver under this Section 9.02 may not (with respect to any Notes held by a waiver pursuant to Section 6.04, may not:non-consenting Holder): (i) reduce the principal amount of Notes issued hereunder whose Holders must consent to an amendment, supplement or waiver; (ii) reduce the principal of or change the fixed maturity of any Note issued hereunder or alter the provisions with respect to the redemption of the outstanding Notes issued hereunder (other than provisions relating to the covenants described above under Section 4.15, except as set forth in clause (x) below)Notes; (iii) reduce the rate of or change the time for payment of interest on any Note issued hereunderNote; (iv) waive a Default or Event of Default in the payment of principal of, or interest or premiumpremium on, if any, on the outstanding Notes issued hereunder (except a rescission of acceleration of the Notes issued hereunder by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes issued hereunder with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (v) make any Note payable in money currency other than that stated in the Notes; (vi) make any change in the provisions of this Indenture relating to waivers of past Defaults or impair the right rights of any Holder Holders of Notes to institute suit for the enforcement receive payments of any payment principal of, or interest or premium, if any, on or with respect to the Notes; (vii) waive a redemption payment with respect to any Note issued hereunder (other than a payment required by Section 4.15, except as set forth in clause (x) below)Note; (viii) impair the right of any Holder to receive payment of principal of, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (ix) release any Guarantor from any of its Obligations under its Subsidiary Guarantee or this Indenture, except in accordance with the terms of this Indenture; or (x) make any change in the ranking or priority of any Note issued hereunder that would adversely affect the Holders; (ix) modify the Note Guarantees in any manner adverse to the Holders; (x) amend, change or modify in any material respect the obligation of the Issuer to make and consummate a Change of Control Offer in respect of a Change of Control that has occurred; or (xi) make any change in the preceding foregoing amendment and waiver provisions. (c) It shall not be necessary for the consent . For avoidance of the Holders under doubt, this Section 9.02(b) does not apply to approve the particular form of any proposed amendmentSections 4.10 and 4.14, supplement or waiver but it shall be sufficient if such consent approves the substance thereof. (d) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.definitions and other provisions related thereto and payments required thereunder; provided that Sections 4.10 and

With Consent of Holders of Notes. (a) Subject Except as expressly stated otherwise in this Section 9.2, and subject to Section 6.07 Sections 6.4 and Section 9.02(b)6.7 hereof, the IssuerCompany, the Guarantors and the TrusteeTrustee may amend or supplement this Indenture, togetherthe Notes and the Guarantees, with the written consent of the Holder or Holders of 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, the Notes), may amend and, subject to Sections 6.4 and 6.7 hereof, any existing Default or supplement this Indenture Event of Default (other than a Default or Event of Default in the Notes without notice to any other Holders. Subject to Section 6.04, the Holder or Holders of a majority in aggregate principal amount payment of the Notes then outstanding may waive any existing principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes) without notice ). Subject to any other Holders (except a default in respect of the payment of principal ofSections 6.4 and 6.7 hereof, premium, if any, or interest on the Notes or a covenant or provision of this Indenture which cannot be modified or amended without the consent of the Holder of each outstanding Note affected). (b) Notwithstanding Section 9.02(a), without the consent of each Holder of an outstanding Note affected, an amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may not: (i) reduce the principal amount of Notes issued hereunder whose Holders must consent to an amendment, supplement or waiver; (ii) reduce the principal of or change the fixed maturity of any Note issued hereunder or alter the provisions with respect to the redemption of the outstanding Notes issued hereunder (other than provisions relating to the covenants described above under Section 4.15, except as set forth in clause (x) below); (iii) reduce the rate of or change the time for payment of interest on any Note issued hereunder; (iv) waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, on the outstanding Notes issued hereunder (except a rescission of acceleration of the Notes issued hereunder by the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes issued hereunder may waive compliance in a particular instance by the Company or any Subsidiary with any provision of this Indenture or the Notes. However, without the consent of each Holder affected (it being understood that, except as expressly stated otherwise in clauses (a) through (e) below, Section 4.13 and 4.14 hereof may be amended, waived or modified in accordance with the first paragraph of this Section 9.2) an amendment or waiver may not (with respect to any Notes held by a nonpayment default and a waiver of the payment default that resulted from such acceleration);non-consenting Holder): (va) make change the Stated Maturity on any Note, or reduce the principal amount thereof or the rate (or extend the time for payment) of interest thereon or any premium payable upon the redemption thereof at the Company's option, or change the city of payment where, or the coin or currency in which, any Note payable in money other than that stated in or any premium or the Notes; (vi) make any change in the provisions of this Indenture relating to waivers of past Defaults interest thereon is payable, or impair the right of any Holder to institute suit for the enforcement of any such payment on or with respect after the Stated Maturity thereof (or, in the case of redemption at our option, on or after the Redemption Date), or reduce the Change of Control Purchase Price or the Asset Sale Offer Price or otherwise modify such covenants in a manner adverse to the Notes; Holders after the corresponding Asset Sale or Change of Control has occurred or alter the provisions (viiincluding the defined terms used therein) waive regarding the Company's right to redeem the Notes as a redemption payment with respect to any Note issued hereunder (other than right, or at the Company's option, in a payment required by Section 4.15, except as set forth in clause (x) below); (viii) make any change in the ranking or priority of any Note issued hereunder that would adversely affect the Holders; (ix) modify the Note Guarantees in any manner adverse to the Holders; (xb) amend, change or modify reduce the percentage in any material respect the obligation principal amount of the Issuer outstanding Notes, the consent of whose Holders is required for any such amendment, supplemental indenture or waiver provided for in this Indenture; (c) modify any of the waiver provisions, except to make and consummate a Change increase any required percentage or to provide that certain other provisions of Control Offer this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby; (d) cause the Notes or any Guarantee to become contractually subordinate in respect right of a Change payment to any other Indebtedness of Control that has occurredthe Company or the applicable Guarantor, as the case may be; or (xie) make any change changes in the preceding amendment foregoing clauses (a) through (d) or this clause (e) hereof, in a manner adverse to the Holders of the Notes. In connection with any amendment, supplement or waiver under this Article IX, the Company may, but shall not be obligated to, offer to any Holder who consents to such amendment, supplement or waiver, or to all Holders, consideration for such Holder's consent to such amendment, supplement or waiver. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and waiver provisions. (c) 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 9.6 hereof, the Trustee shall join with the Company in the execution of such amended or supplemental Indenture unless such amended or supplemental Indenture adversely affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.2 to approve the particular form of any proposed amendmentamendment or waiver, supplement or waiver but it shall be sufficient if such consent approves the substance thereof. (d) . After an amendment, supplement or waiver under this Section 9.02 9.2 becomes effective, the Issuer Company shall give mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to give mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental Indenture or waiver.

With Consent of Holders of Notes. (a) Subject to Except as provided below in this Section 6.07 and Section 9.02(b)9.02, the Issuer, the Guarantors Company and the Trustee, together, Trustee may amend or supplement this Indenture and the Notes with the written consent of the Holder or Holders of at least a majority in aggregate principal amount of the Notes Notes, including Additional Notes, if any, then outstanding voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, for the Notes), may amend or supplement this Indenture or the Notes without notice and, subject to any other Holders. Subject to Section 6.04Sections 6.04 and 6.07 hereof, the Holder or Holders of a majority in aggregate principal amount of the Notes then outstanding may waive any existing default Default or compliance with any provision Event of this Indenture or the Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes) without notice to any other Holders Default (except a default continuing Default or Event of Default (i) in respect of the payment of principal ofprincipal, premium, if any, or interest on the Notes or and (ii) in respect of a covenant or provision of which under this Indenture which cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment ) or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of at least a majority in principal amount of the Notes, including Additional Notes, if any, then outstanding Note affectedvoting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). (b) Notwithstanding Section 9.02(a), without . Without the consent of each Holder of an outstanding Note affectedHolder, an amendment, supplement amendment or waiver, including waiver under this Section 9.02 may not (with respect to any Notes held by a waiver pursuant to Section 6.04, may not:non-consenting Holder): (ia) reduce the principal amount of Notes issued hereunder whose Holders must consent to an amendment, supplement or waiver; (iib) reduce the principal of or change the fixed maturity Stated Maturity of any Note issued hereunder or alter the provisions with respect to the redemption of the outstanding Notes issued hereunder (other than provisions relating to the covenants described above under Section 4.15, except as set forth in clause (x) below)Notes; (iiic) reduce the rate of or change the time for payment of interest on any Note issued hereunderNote; (ivd) waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, on the outstanding Notes issued hereunder (Notes, except a rescission of acceleration of the Notes issued hereunder by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes issued hereunder with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (ve) make any Note payable in money other than that stated in the Notes; (vif) make any change in the provisions of this Indenture relating to waivers of past Defaults or impair the right rights of any Holder Holders of Notes to receive payments of principal of, or interest or premium, if any, on the Notes, or to institute suit for the enforcement of any payment on or with respect to the Notessuch Holders’ Notes or any Subsidiary Guarantee; (vii) waive a redemption payment with respect to any Note issued hereunder (other than a payment required by Section 4.15, except as set forth in clause (x) below); (viii) make any change in the ranking or priority of any Note issued hereunder that would adversely affect the Holders; (ix) modify the Note Guarantees in any manner adverse to the Holders; (xg) amend, change or modify in any material respect the obligation of the Issuer Company to make and consummate an Asset Sale Offer with respect to any Asset Sale in accordance with the provisions of Section 4.12 hereof after the obligation to make and consummate such Asset Sale Offer has arisen or the obligation of the Company to make and consummate a Change of Control Offer in respect the event of a Change of Control that Triggering Event in accordance with the provisions of Section 4.18 hereof after such Change of Control Triggering Event has occurred, including, in each case, amending, changing or modifying any definition relating thereto; (h) except as otherwise permitted under the provisions of Section 5.01 hereof, consent to the assignment or transfer by the Company or any Subsidiary Guarantor of any of their rights or obligations under this Indenture; (i) subordinate the Notes or any Subsidiary Guarantee to any other obligation of the Company or the applicable Subsidiary Guarantor; (j) amend or modify the provisions of Section 4.20 hereof; (k) amend or modify any Subsidiary Guarantee in a manner that would adversely affect the Holders of the Notes or release any Subsidiary Guarantor from any of its obligations under its Subsidiary Guarantee or this Indenture (except in accordance with the terms of this Indenture); or (xil) make any change in the preceding amendment and waiver provisions. (c) . The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any supplemental indenture. If a record date is fixed, the Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 120 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendmentamendment or waiver, supplement or waiver but it shall be sufficient if such consent approves the substance thereof. (d) . After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall give mail to the Holders Holder of each Note affected thereby to such Holder’s address appearing in the Security Register a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to give mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental indenture or waiver.

With Consent of Holders of Notes. (a) Subject to Except as provided above in Section 6.07 9.01 and below in this Section 9.02(b)9.02, the IssuerIssuers, the Guarantors and the Trustee, together, Trustee may amend or supplement this Indenture and the Notes may be amended or supplemented with the written consent of the Holder or Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, including any Additional Notes) issued under this Indenture (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), may amend or supplement this Indenture or the Notes without notice and, subject to any other Holders. Subject to Section 6.04Sections 6.04 and 6.07 hereof, the Holder or Holders of a majority in aggregate principal amount of the Notes then outstanding may waive any existing default Default or Event of Default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including, without limitation, including any Additional Notes) issued under this Indenture including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the for Notes) without notice to any other Holders (except a default in respect of the payment of principal of, premium, if any, or interest on the Notes or a covenant or provision of this Indenture which cannot be modified or amended without the consent of the Holder of each outstanding Note affected). (b) Notwithstanding Section 9.02(a). However, without the consent of each Holder of an outstanding Note affected, an amendment, supplement or waiver, including waiver may not (with respect to any Notes held by a waiver pursuant to Section 6.04, may not:non-consenting Holder): (i1) reduce the principal amount of Notes issued hereunder whose Holders must consent to an amendment, supplement or waiver; (ii2) reduce the principal of or change the fixed maturity of any Note issued hereunder or alter any of the provisions with respect to the redemption of the outstanding Notes issued hereunder (other than provisions relating to the covenants described above under Section 4.15, except as set forth provided in clause (x) belowSections 3.09, 4.10 and 4.15 hereof); (iii3) reduce the rate of or change the time for payment of interest on any Note issued hereunderNote; (iv4) waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, on the outstanding Notes issued hereunder (except a rescission of acceleration of the Notes issued hereunder by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes issued hereunder with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (v5) make any Note payable in money currency other than that stated in the Notes; (vi6) make any change in the provisions of this Indenture relating to waivers of past Defaults or impair Events of Default or the right rights of any Holder Holders of Notes to institute suit for receive payments of principal of, or interest or premium, if any, on the enforcement of any payment on or with respect to the NotesNotes (other than payments required by Sections 3.09, 4.10 and 4.15 hereof); (vii7) waive a redemption payment with respect to any Note issued hereunder (other than a payment required by Section 4.15Sections 3.09, except as set forth in clause (x) below4.10 and 4.15 hereof); (viii) make 8) release any change Guarantor from any of its obligations under its Subsidiary Guarantee or this Indenture, except in accordance with the ranking or priority terms of any Note issued hereunder that would adversely affect the Holders; (ix) modify the Note Guarantees in any manner adverse to the Holders; (x) amend, change or modify in any material respect the obligation of the Issuer to make and consummate a Change of Control Offer in respect of a Change of Control that has occurredthis Indenture; or (xi9) make any change in the preceding amendment amendment, supplement and waiver provisions. (c) . Upon the request of the Issuers accompanied by Board Resolutions authorizing their 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 9.06 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. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver waiver, but it shall be sufficient if such consent approves the substance thereof. (d) . After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall give mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to give mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

With Consent of Holders of Notes. (a) Subject to Section 6.07 and Section 9.02(b), the The Issuer, the Subsidiary Guarantors and the TrusteeTrustee may amend or supplement this Indenture, together, the Notes or any amended or supplemental indenture with respect to the Notes with the written consent of the Holder or Holders holders of 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, the Notes), may amend and, subject to Sections 6.7 and 6.10, any existing Default or supplement Event of Default and its consequences or compliance with any provisions of this Indenture or the Notes without notice to any other Holders. Subject to Section 6.04, may be waived with the Holder or Holders consent of a majority the holders of in aggregate excess of 50% of the principal amount of the Notes then outstanding may waive any existing default or compliance with any provision of this Indenture or the Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes) without notice to any other Holders (except a default in respect of the payment of principal of, premium, if any, or interest on the Notes or a covenant or provision of this Indenture which cannot be modified or amended without the consent of the Holder of each outstanding Note affected). (b) Notwithstanding Section 9.02(a). However, without the consent of each Holder holder of an outstanding Note affected, an amendment, supplement no amendment or waiver, including a waiver pursuant to Section 6.04, may notmay: (i1) reduce the principal amount of Notes issued hereunder whose Holders holders must consent to an amendment, supplement or waiver; (ii2) reduce the principal of or change the fixed maturity of any Note issued hereunder or alter the provisions with respect to the redemption of the outstanding Notes issued hereunder (other than provisions relating to the covenants described above under Section 4.15, except as set forth in clause (x) below); (iii) reduce the stated rate of or change extend the stated time for payment of interest on any Note issued hereunderNote; (iv3) waive a Default reduce the principal of or Event extend the Stated Maturity of Default any Note; (4) reduce the premium payable upon the redemption or repurchase of any Note or change the time at which any Note may be redeemed or repurchased as described in the payment of principal of, or interest or premium, if any, on the outstanding Notes issued hereunder (except a rescission of acceleration Paragraphs 7 and 8 of the Notes issued hereunder by the Holders of a majority in aggregate principal amount of the then outstanding Notes issued hereunder with respect to a nonpayment default and a Sections 4.9 and 4.14 hereof or any similar provision, whether through an amendment or waiver of provisions in the payment default that resulted from such acceleration)covenants, definitions or otherwise; (v5) make any Note payable in money other than that stated in the NotesNote; (vi6) make any change in the provisions of this Indenture relating to waivers of past Defaults or impair the right of any Holder holder of the Notes to receive payment of premium, if any, Additional Amounts, if any, principal of and interest on such holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to the such holder’s Notes; (vii7) waive a redemption payment with respect to release any Note issued hereunder (other than a payment required by Section 4.15Subsidiary Guarantor from its obligations under the Subsidiary Guarantee or this Indenture, except as set forth in clause (x) below)accordance with this Indenture; (viii8) directly or indirectly release the pledges except as permitted by the terms of this Indenture and the Security Documents; or (9) make any change in the ranking amendment provisions which require the consent of each holder of the Notes or priority in the waiver provisions. Upon the request of the Issuer, accompanied by a Board Resolution authorizing the execution of any Note issued hereunder that would adversely affect such amended or supplemental indenture, and upon the Holders; (ix) modify filing with the Note Guarantees in any manner adverse Trustee of evidence satisfactory to the Holders; (x) amend, change or modify in any material respect the obligation Trustee of the consent of the holders of the Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.5, the Trustee shall join with the Issuer to make and consummate a Change of Control Offer in respect of a Change of Control that has occurred; or (xi) make any change the Subsidiary Guarantors in the preceding amendment and waiver provisions. (c) execution of such amended or supplemental indenture unless such amended or supplemental indenture adversely affects the Trustee’s own rights, duties or immunities hereunder or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. It shall not be necessary for the consent of the Holders holders under this Section 9.2 to approve the particular form of any proposed amendmentamendment or waiver, supplement or waiver but it shall be sufficient if such consent approves the substance thereof. (d) . After an amendment, supplement or waiver under this Section 9.02 9.2 becomes effective, the Issuer shall give mail to the Holders affected thereby holders of the Notes (with a copy to the Trustee) a notice briefly describing the amendment, supplement or waiver. Any However, the failure of the Issuer to give such noticenotice to all holders of the Notes, or any defect therein, shall not, however, will not in any way impair or affect the validity of such amended or supplemented indenture or waiver. In addition, for so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of such exchange so require, the Issuer will publish notice of any such amendment, supplement and waiver in The Grand Duchy of Luxembourg in a daily newspaper with general circulation in The Grand Duchy of Luxembourg (which is expected to be the d’Wort) or waiveron the website of the Luxembourg Stock Exchange at xxx.xxxxxx.xx.

With Consent of Holders of Notes. (a) Subject to Section 6.07 and Except as provided below in Section 9.02(b)) below, and subject to Sections 6.04 and 6.07 hereof: (1) the Issuer, the Guarantors and the TrusteeTrustee may amend or supplement this Indenture (including, togetherwithout limitation, Sections 4.10 and 4.14 hereof), the Guarantees and the Notes with the written consent of the Holder or Holders of at least a majority in aggregate principal amount of the Notes then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes); and (2) any existing Default or Event of Default (except a Default or Event of Default in the payment of the principal of, may amend premium or supplement this Indenture or interest, if any, on the Notes without notice to any Notes, other Holders. Subject than a payment default resulting from a declaration of acceleration pursuant to Section 6.04, the Holder or Holders of a majority 6.02 hereof that has been rescinded in aggregate principal amount of the Notes then outstanding may waive any existing default accordance with Article Six); or compliance with any provision of this Indenture Indenture, the Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes) without notice to any other Holders (except a default in respect of the payment of principal of, premium, if any, or interest on the Notes or a covenant or provision of this Indenture which cannot be modified or amended without the consent of the Holder of each outstanding Note affected). (b) Notwithstanding Section 9.02(a), without Without the consent of each Holder of an outstanding Note affectedaffected thereby, an no amendment, supplement or waiver, including a waiver pursuant Section 6.04 or an amendment, supplement or waiver pursuant to Section 6.049.01, may not:(with respect to any Notes held by a non-consenting Holder): (i1) reduce the principal amount of Notes issued hereunder whose Holders must consent to an amendment, supplement or waiver; (ii2) reduce the principal of or change the fixed maturity of any Note issued hereunder or or, alter the provisions with respect to the redemption or purchase of the outstanding Notes issued hereunder (other than the provisions relating to the covenants described above under Section 4.15, except as set forth in clause (x) belowSections 4.10 and 4.14 hereof); (iii3) reduce the rate of or change the time for payment of interest interest, including default interest, on any Note issued hereunderNote; (iv4) waive a Default or Event of Default in the payment of principal ofof or premium, or interest or premiuminterest, if any, on the outstanding Notes issued hereunder (except a rescission of acceleration of the Notes issued hereunder by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes issued hereunder with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (v5) make any Note payable in money other than that stated in the Notes; (vi6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of, or interest or premium, if any, on the Notes; (7) release any Guarantor from any of its obligations under its Guarantee or this Indenture, except the release of a Subsidiary Guarantor from its obligations under a Subsidiary Guarantee in accordance with the provisions of Article Ten hereof or any supplemental indenture in respect of such Subsidiary Guarantee; (8) waive a redemption payment with respect to any Note (other than a payment required by Section 4.10 or Section 4.14 hereof); (9) amend or modify any of the provisions of this Indenture or the related definitions affecting the ranking of the Notes or any Guarantee in any manner adverse to the Holders or any Guarantee; (10) impair the right of any Holder to institute suit for the enforcement of any payment on or with respect to the Notes;Notes or the Guarantees; or (vii) waive a redemption payment with respect to any Note issued hereunder (other than a payment required by Section 4.15, except as set forth in clause (x) below); (viii11) make any change in the ranking or priority of any Note issued hereunder that would adversely affect the Holders; (ix) modify the Note Guarantees in any manner adverse to the Holders; (x) amend, change or modify in any material respect the obligation of the Issuer to make and consummate a Change of Control Offer in respect of a Change of Control that has occurred; or (xi) make any change in the preceding amendment and waiver provisionsthis Section 9.02. (c) Section 2.08 and Section 2.09 of this Indenture shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. (d) It shall is not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendmentamendment or waiver, supplement or waiver but it shall be is sufficient if such consent approves the substance thereof. (d) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

With Consent of Holders of Notes. (a) Subject to Except as provided below in this Section 6.07 and Section 9.02(b)9.02, the IssuerIssuers, the Guarantors and the TrusteeTrustee may amend or supplement this Indenture (including, togetherwithout limitation, Section 3.10, 4.10, 4.15 and 4.16 hereof), the Notes, the Note Guarantees and, subject to the terms of the Intercreditor Agreement and this Indenture, the Collateral Documents, with the written consent of the Holder or Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), may amend and, subject to Sections 6.04 and 6.07 hereof, any existing Default or supplement Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or Liquidated Damages, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes without notice to any other Holders. Subject to Section 6.04Indenture, the Holder or Notes, the Note Guarantees or, subject to the terms of the Intercreditor Agreement and this Indenture, the Collateral Documents, may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding may waive any existing default or compliance with any provision of this Indenture or the Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with purchase of, or a tender offer or exchange offer for, the Notes). Notwithstanding any other provision in this Indenture, the Notes, the Note Guarantees or the Collateral Documents, any amendment or modification to the definition of “Excluded Assets” in the Pledge and Security Agreement or the definition of “Excluded Property” in the Deeds of Trust shall require, in addition to the other consents required pursuant to Section 10.01(b) hereof and the Intercreditor Agreement, the consent of at least a majority in principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consent obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), if as a result of such amendment or modification, the Notes) without notice to any other Holders (except a default in respect Notes will not be secured by substantially all of the payment assets of principal ofthe Issuers and the Guarantors. Upon the request of the Issuers accompanied by a resolution of their respective Boards of Directors authorizing the execution of any such amended or supplemental Indenture, premium, if any, or interest on and upon the Notes or a covenant or provision filing with the Trustee of this Indenture which cannot be modified or amended without evidence satisfactory to the Trustee of the consent of the Holder of each outstanding Note affected). (b) Notwithstanding Section 9.02(a), without the consent of each Holder of an outstanding Note affected, an amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may not: (i) reduce the principal amount Holders of Notes issued hereunder whose Holders must consent to an amendmentas aforesaid, supplement or waiver; (ii) reduce and upon receipt by the principal of or change the fixed maturity of any Note issued hereunder or alter the provisions with respect to the redemption Trustee of the outstanding Notes issued hereunder (other than provisions relating to documents described in Section 7.02 hereof, the covenants described above under Section 4.15, except as set forth in clause (x) below); (iii) reduce Trustee shall join with the rate of or change Issuers and the time for payment of interest on any Note issued hereunder; (iv) waive a Default or Event of Default Guarantors in the payment execution of principal ofsuch amended or supplemental Indenture unless such amended or supplemental Indenture directly affects the Trustee’s own rights, duties or interest or premium, if any, on the outstanding Notes issued hereunder (except a rescission of acceleration of the Notes issued hereunder by the Holders of a majority in aggregate principal amount of the then outstanding Notes issued hereunder with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (v) make any Note payable in money other than that stated in the Notes; (vi) make any change in the provisions of immunities under this Indenture relating to waivers of past Defaults or impair otherwise, in which case the right of any Holder to institute suit for the enforcement of any payment on or with respect to the Notes; (vii) waive a redemption payment with respect to any Note issued hereunder (other than a payment required by Section 4.15Trustee may in its discretion, except as set forth in clause (x) below); (viii) make any change in the ranking or priority of any Note issued hereunder that would adversely affect the Holders; (ix) modify the Note Guarantees in any manner adverse to the Holders; (x) amend, change or modify in any material respect the obligation of the Issuer to make and consummate a Change of Control Offer in respect of a Change of Control that has occurred; or (xi) make any change in the preceding amendment and waiver provisions. (c) It but shall not be obligated to, enter into such amended or supplemental Indenture. It is not necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendmentamendment or waiver, supplement or waiver but it shall be is sufficient if such consent approves the substance thereof. (d) . After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Issuers shall give mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Issuers to give mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Issuers with any provision of this Indenture or the Notes or by the Guarantors with any provision of the Note Guarantees. However, without the consent of each Holder affected or, in the case of clauses (h), (i) and (j) below only, without the consent of the Holders of at least 95% in the aggregate principal amount of the Notes then outstanding, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes, except as provided above with respect to Sections 3.10, 4.10, 4.15 and 4.16 hereof; (c) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (d) waive a Default or Event of Default in the payment of principal of, or interest or premium or Liquidated Damages, if any, on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the 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 of, or interest or premium or Liquidated Damages, if any, on the Notes; (g) waive a redemption payment with respect to any Note (other than a payment required by Sections 3.10, 4.10, 4.15 and 4.16 hereof); (h) release all or substantially all of the Collateral, in each case, except in accordance with the provisions of the Collateral Documents; (i) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture if the assets or properties of that Guarantor constitute all or substantially all of the Collateral, except in accordance with the terms of this Indenture; (j) amend the provisions of Section 10.03 hereof; or (k) make any change in the foregoing amendment and waiver provisions.

With Consent of Holders of Notes. (a) Subject to Except as provided below in this Section 6.07 and Section 9.02(b)9.02, the Issuer, the Guarantors Issuers and the Trustee, together, Trustee may amend or supplement this Indenture and the Notes with the written consent of the Holder or Holders of a majority in aggregate principal amount of the Notes Notes, including Additional Notes, if any, then outstanding voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, for the Notes), may amend or supplement this Indenture or the Notes without notice and, subject to any other Holders. Subject to Section 6.04Sections 6.04 and 6.07 hereof, the Holder or Holders of a majority in aggregate principal amount of the Notes then outstanding may waive any existing default Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest on the Notes) or compliance with any provision of this Indenture or the Notes (includingexcept for certain covenants and provisions of this Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of a majority in principal amount of the Notes, without limitationincluding Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, for the Notes) without notice to any other Holders (except a default in respect of the payment of principal of, premium, if any, or interest on the Notes or a covenant or provision of this Indenture which cannot be modified or amended without the consent of the Holder of each outstanding Note affected). (b) Notwithstanding Section 9.02(a), without . Without the consent of each Holder affected (whether in the aggregate holding a majority in principal amount of an outstanding Note affectedNotes or not), an amendment, supplement amendment or waiver, including waiver under this Section 9.02 may not (with respect to any Notes held by a waiver pursuant to Section 6.04, may not:non-consenting Holder): (ia) reduce the principal amount of Notes issued hereunder whose Holders must consent to an amendment, supplement or waiver; (ii) reduce the principal of or change the fixed maturity of any Note issued hereunder or alter the provisions with respect to the redemption of the outstanding Notes issued hereunder (other than provisions relating to the covenants described above under Section 4.15, except as set forth in clause (x) below); (iiib) reduce the rate of or change the time for payment of interest on any Note issued hereunderNotes; (ivc) waive a Default reduce the principal of or Event change the Stated Maturity of Default any Notes or change the date on which any Notes may be subject to redemption or repurchase (which excludes minimum notice requirements), or reduce the redemption or repurchase price for those Notes (except, in the payment case of principal ofrepurchases, or interest or premium, if any, on the outstanding Notes issued hereunder as would otherwise be permitted under clauses (except a rescission of acceleration of the Notes issued hereunder by the Holders of a majority in aggregate principal amount of the then outstanding Notes issued hereunder with respect to a nonpayment default g) and a waiver of the payment default that resulted from such acceleration(j) hereof); (vd) make any Note payable in money other than that stated in the NotesNote and this Indenture; (vie) make any change in the provisions of this Indenture relating to waivers of past Defaults or impair the legal right of any Holder to receive payment of principal of, premium and interest on that Holder’s Notes on or after the due dates for those payments, or to institute suit for the enforcement of any payment on or with respect to the Notessuch Holder’s Notes or any Subsidiary Guarantee; (viif) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed (which, for purposes of this clause (f) and all other clauses of this Section 9.02, excludes modifying minimum notice requirements), as described in Sections 3.07 and 4.19 hereof; (g) after the Issuers’ obligation to purchase the Notes arises under Section 4.16 hereof, amend, modify or change the obligation of the Issuers to make or consummate a Change of Control Offer or waive a redemption payment any default in the performance of that Change of Control Offer or modify any of the provisions or definitions with respect to any Note issued hereunder such offer; (h) subordinate the Notes or any Subsidiary Guarantee to any other than obligation of the Issuers or the applicable Subsidiary Guarantor (for the avoidance of doubt, the granting of a payment required by Section 4.15, except as set forth security interest in clause (x) belowany Property to secure any obligation shall not be deemed to result in the Notes being subordinated); (viiii) make any change to this Indenture or the Notes that would result in the Company, the Co-Issuer or any Subsidiary Guarantor being required to make any withholding or deduction from payments made under or with respect to the Notes (including payments made pursuant to any Subsidiary Guarantee); (j) make any change in the ranking or priority provisions of any Note issued hereunder that would adversely affect this Article 9 which require the Holdersconsent of each Holder; (ix) modify the Note Guarantees in any manner adverse to the Holders; (x) amend, change or modify in any material respect the obligation of the Issuer to make and consummate a Change of Control Offer in respect of a Change of Control that has occurred; or (xik) make any change in the preceding amendment and waiver provisions.provisions of Section 4.19 hereof that adversely affects the rights of any Holder or beneficial owner or amend the terms of the Notes or this Indenture in a way that would result in a loss to any Holder of an exemption from any of the Taxes described thereunder; (cl) It shall not at any time after the Issuers are obligated to make an Asset Sale Offer pursuant to Section 4.12 hereof with the Excess Proceeds from Asset Sales, change the time at which such offer to purchase must be necessary for made or at which the consent of the Holders under this Section to approve the particular form of any proposed amendment, supplement or waiver but it shall Notes must be sufficient if such consent approves the substance thereof.repurchased pursuant thereto; or (dm) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to give such notice, or make any defect therein, shall not, however, change in any way impair or Subsidiary Guarantee that would adversely affect the validity rights of Holders to receive payments under the Subsidiary Guarantee, other than any such amendment, supplement or waiverrelease of a Subsidiary Guarantor in accordance with the provisions of this Indenture.

With Consent of Holders of Notes. (a) Subject to Except as provided below in this Section 6.07 and Section 9.02(b)9.2, the IssuerCompany, the Guarantors a Guarantor and the Trustee, together, Trustee may amend or supplement this Indenture and the Notes with the written consent of the Holder or Holders of at least a majority in aggregate principal amount of the Notes Notes, including Additional Notes, if any, then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer Exchange Offer for, the Notes), may amend or supplement this Indenture or the Notes without notice and, subject to any other Holders. Subject to Section 6.04Sections 6.4 and 6.7 hereof, the Holder or Holders of a majority in aggregate principal amount of the Notes then outstanding may waive any existing default Default or compliance with any provision Event of this Indenture or the Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes) without notice to any other Holders Default (except a default continuing Default or Event of Default (i) in respect of the payment of principal ofprincipal, premium, if any, or interest interest, if any, on the Notes or and (ii) in respect of a covenant or provision of which under this Indenture which cannot be modified or amended without the consent of the Holder of each outstanding Note affected). (baffected by such modification or amendment) Notwithstanding Section 9.02(a), without or compliance with any provision of this Indenture or the Notes may be waived with the consent of each Holder of an outstanding Note affected, an amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may not: (i) reduce the principal amount of Notes issued hereunder whose Holders must consent to an amendment, supplement or waiver; (ii) reduce the principal of or change the fixed maturity of any Note issued hereunder or alter the provisions with respect to the redemption of the outstanding Notes issued hereunder (other than provisions relating to the covenants described above under Section 4.15, except as set forth in clause (x) below); (iii) reduce the rate of or change the time for payment of interest on any Note issued hereunder; (iv) waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, on the outstanding Notes issued hereunder (except a rescission of acceleration of the Notes issued hereunder by the Holders of at least a majority in aggregate principal amount of the Notes, including Additional Notes, if any, then outstanding Notes issued hereunder voting as a single class (including consents obtained in connection with a purchase of, or tender offer or Exchange Offer for, the Notes). Without the consent of each Holder, an amendment or waiver under this Section 9.2 may not (with respect to any Notes held by a nonpayment default and a waiver non-consenting Holder): (a) change the stated maturity of the payment default that resulted from such acceleration)principal of, or any installment of interest on, any Note; (vb) make reduce the principal amount of, or the premium or rate of interest on, any Note payable in money other than that stated in the NotesNote; (vic) make extend the time for payment of any interest on any Note; (d) change the currency in which the provisions of this Indenture relating to waivers of past Defaults principal of, or any premium or interest on, any Note is payable; (e) impair the right of any Holder to institute suit for the enforcement of any payment on or with respect to the Notesany Note when due; (vii) waive a redemption payment with respect to any Note issued hereunder (other than a payment required by Section 4.15, except as set forth in clause (x) below); (viii) make any change in the ranking or priority of any Note issued hereunder that would adversely affect the Holders; (ixf) modify the Note Guarantees redemption provisions of the Indenture in any a manner adverse to the Holders; (xg) amend, change or modify in any material respect the obligation subordination provisions of the Issuer Indenture in a manner adverse to make and consummate the Holders; (h) modify the provisions of the Indenture relating to the Company's requirement to offer to repurchase Notes upon a Change of Control Offer or an Asset Sale in respect a manner adverse to the Holders; (i) reduce the percentage in principal amount of the outstanding Notes necessary to modify or amend the Indenture or to consent to any waiver provided for in the Indenture; (j) waive a Change default in the payment of Control that has occurredprincipal of, or any premium or interest on, any Note; or (xik) make release any change Guarantor from any of its obligations under its guarantee or the Indenture other than in accordance with the preceding amendment and waiver provisions. (c) terms of the Indenture. It shall not be necessary for the consent of the Holders under this Section 9.2 to approve the particular form of any proposed amendmentamendment or waiver, supplement or waiver but it shall be sufficient if such consent approves the substance thereof. (d) . After an amendment, supplement or waiver under this Section 9.02 9.2 becomes effective, the Issuer Company shall give mail to the Holders Holder of each Note affected thereby to such Holder's address appearing in the Security Register a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to give mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental indenture or waiver.

With Consent of Holders of Notes. (a) Subject to Except as provided below in this Section 6.07 and Section 9.02(b)9.02, the IssuerIssuers, the Guarantors and the TrusteeTrustee may amend or supplement this Indenture (including, togetherwithout limitation, Section 3.10, 4.10, 4.15 and 4.16 hereof) the Notes, the Note Guarantees and the Collateral Documents with the written consent of the Holder or Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), may amend and, subject to Sections 6.04 and 6.07 hereof, any existing Default or supplement this Indenture Event of Default (other than a Default or Event of Default in the Notes without notice to any other Holders. Subject to Section 6.04, the Holder or Holders of a majority in aggregate principal amount payment of the Notes then outstanding may waive any existing principal of, premium or Liquidated Damages, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture Indenture, the Notes, the Note Guarantees or the Collateral Documents may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with purchase of, or a tender offer or exchange offer for, the Notes). Notwithstanding any other provision in this Indenture, the Notes, the Note Guarantees or the Collateral Documents, any amendment or modification to the definition of “Excluded Assets” in the Pledge and Security Agreement or the definition of “Excluded Property” in the 2004 Deeds of Trust shall require the consent of at least a majority in principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consent obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), if as a result of such amendment or modification, the Notes) without notice to any other Holders (except a default in respect Notes will not be secured by substantially all of the payment assets of principal ofthe Issuers and the Guarantors. Upon the request of the Issuers accompanied by a resolution of their respective Boards of Directors authorizing the execution of any such amended or supplemental Indenture, premium, if any, or interest on and upon the Notes or a covenant or provision filing with the Trustee of this Indenture which cannot be modified or amended without evidence satisfactory to the Trustee of the consent of the Holder of each outstanding Note affected). (b) Notwithstanding Section 9.02(a), without the consent of each Holder of an outstanding Note affected, an amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may not: (i) reduce the principal amount Holders of Notes issued hereunder whose Holders must consent to an amendmentas aforesaid, supplement or waiver; (ii) reduce and upon receipt by the principal of or change the fixed maturity of any Note issued hereunder or alter the provisions with respect to the redemption Trustee of the outstanding Notes issued hereunder (other than provisions relating to documents described in Section 7.02 hereof, the covenants described above under Section 4.15, except as set forth in clause (x) below); (iii) reduce Trustee shall join with the rate of or change Issuers and the time for payment of interest on any Note issued hereunder; (iv) waive a Default or Event of Default Guarantors in the payment execution of principal ofsuch amended or supplemental Indenture unless such amended or supplemental Indenture directly affects the Trustee’s own rights, duties or interest or premium, if any, on the outstanding Notes issued hereunder (except a rescission of acceleration of the Notes issued hereunder by the Holders of a majority in aggregate principal amount of the then outstanding Notes issued hereunder with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (v) make any Note payable in money other than that stated in the Notes; (vi) make any change in the provisions of immunities under this Indenture relating to waivers of past Defaults or impair otherwise, in which case the right of any Holder to institute suit for the enforcement of any payment on or with respect to the Notes; (vii) waive a redemption payment with respect to any Note issued hereunder (other than a payment required by Section 4.15Trustee may in its discretion, except as set forth in clause (x) below); (viii) make any change in the ranking or priority of any Note issued hereunder that would adversely affect the Holders; (ix) modify the Note Guarantees in any manner adverse to the Holders; (x) amend, change or modify in any material respect the obligation of the Issuer to make and consummate a Change of Control Offer in respect of a Change of Control that has occurred; or (xi) make any change in the preceding amendment and waiver provisions. (c) It but shall not be obligated to, enter into such amended or supplemental Indenture. It is not necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendmentamendment or waiver, supplement or waiver but it shall be is sufficient if such consent approves the substance thereof. (d) . After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Issuers shall give mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Issuers to give mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Issuers with any provision of this Indenture or the Notes or by the Guarantors with any provision of the Note Guarantees. However, without the consent of each Holder affected or, in the case of clauses (h), (i) and (j) below only, without the consent of the Holders of at least 95% in the aggregate principal amount of the Notes then outstanding, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes, except as provided above with respect to Sections 3.10, 4.10, 4.15 and 4.16 hereof; (c) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (d) waive a Default or Event of Default in the payment of principal of, or interest or premium or Liquidated Damages, if any, on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the 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 of, or interest or premium or Liquidated Damages, if any, on the Notes; (g) waive a redemption payment with respect to any Note (other than a payment required by Sections 3.10, 4.10, 4.15 and 4.16 hereof); (h) release all or substantially all of the Collateral, in each case, except in accordance with the provisions of the Collateral Documents; (i) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture if the assets or properties of that Guarantor constitute all or substantially all of the Collateral, except in accordance with the terms of this Indenture; (j) amend the provisions of Section 10.03 hereof; or (k) make any change in the foregoing amendment and waiver provisions.

With Consent of Holders of Notes. (a) Subject to Except as provided above in Section 6.07 9.01 and below in this Section 9.02(b)9.02, the IssuerIssuers, the Guarantors Guarantors, the Trustee and Collateral Agent may amend or supplement this Indenture and the Trustee, together, Note Documents may be amended or supplemented with the written consent of the Holder or Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), may amend or supplement this Indenture or the Notes without notice to any other Holders. Subject and, subject to Section 6.046.04 and Section 6.07 hereof, the Holder or Holders of a majority in aggregate principal amount of the Notes then outstanding may waive any existing default Default or Event of Default or compliance with any provision of this Indenture or the Note Documents may be waived with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the for Notes) without notice to any other Holders (except a default in respect of the payment of principal of, premium, if any, or interest on the Notes or a covenant or provision of this Indenture which cannot be modified or amended without the consent of the Holder of each outstanding Note affected). (b) Notwithstanding Section 9.02(a). However, without the consent of each Holder of an outstanding Note affected, an amendment, supplement or waiver, including waiver may not (with respect to any Notes held by a waiver pursuant to Section 6.04, may not:non-consenting Holder): (ia) reduce the principal amount of Notes issued hereunder whose Holders must consent to an amendment, supplement or waiver; (iib) reduce the principal of or change the fixed maturity of any Note issued hereunder or alter any of the provisions with respect to the redemption or repurchase of the outstanding Notes issued hereunder (other than provisions relating to the covenants described above under Section 4.15, minimum required notice of optional redemption or except as set forth provided in clause (x) belowSection 3.08, Section 3.09, Section 4.10 and Section 4.15 hereof); (iiic) reduce the rate of or change the time for payment of interest on any Note issued hereunderNote; (ivd) waive a Default or Event of Default in the payment of principal ofof or premium, or interest or premiumAdditional Interest, if any, on the outstanding Notes issued hereunder (except a rescission of acceleration of the Notes issued hereunder by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes issued hereunder with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (ve) make any Note payable in money other than that stated in the Notes; (vif) make any change in the provisions of this Indenture relating to waivers of past Defaults or impair Events of Default or the right rights of any Holder Holders of Notes to institute suit for receive payments of principal of or premium, if any, interest or Additional Interest, if any, on the enforcement of any payment on or with respect to the NotesNotes (except as permitted in clause (g) below); (viig) waive a redemption or repurchase payment with respect to any Note issued hereunder (other than a payment required by Section 4.153.08, except as set forth in clause (x) belowSection 3.09, Section 4.10 and Section 4.15 hereof); (viiih) make release any change Guarantor from any of its obligations under its Subsidiary Guarantee or this Indenture, except in accordance with Article 10 of this Indenture, or amend any provision or term of Article 10 of this Indenture affecting the ranking or priority release of any Note issued hereunder that would adversely affect the Holders; (ix) modify the Note Guarantees in Guarantor from any manner adverse to the Holders; (x) amend, change of its obligations under its Subsidiary Guarantee or modify in any material respect the obligation of the Issuer to make and consummate a Change of Control Offer in respect of a Change of Control that has occurredthis Indenture; or (xii) make any change in the preceding amendment amendment, supplement and waiver provisions or the other amendment, supplement and waiver provisions. (c) . In addition, any amendment or supplement to, or waiver of, the provisions of this Indenture or any Note Document establishing the Parity Liens that has the effect of releasing or subordinating all or substantially all of the Collateral from the Liens securing the Notes will require the consent of the Majority Holders. The Trustee and Collateral Agent, as applicable, may enter into additional intercreditor and subordination agreements or amend, supplement or waive the Intercreditor Agreement or any such additional intercreditor or subordination agreements with the consent of Holders of 50.1% of the principal amount of the Notes. Notwithstanding the foregoing, amendment or waiver of the specific provisions of the Note Purchase Agreement shall be limited by Section 22 thereof. Upon the request of the Issuers accompanied by Board Resolutions authorizing their 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 9.06 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. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver waiver, but it shall be sufficient if such consent approves the substance thereof. (d) . After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall give mail to the Holders affected thereby of Notes a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to give mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental Indenture or waiver.

With Consent of Holders of Notes. (a) Subject to Section 6.07 and Section 9.02(b)6.07, the Issuer, the Guarantors and the Trustee, together, with the written consent of the Holder or Holders of 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, the Notes), may amend or supplement this Indenture or the Notes without notice to any other Holders. Subject to Section 6.046.07, the Holder or Holders of a majority in aggregate principal amount of the Notes then outstanding may waive any existing default or compliance with any provision of this Indenture or the Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes) without notice to any other Holders (except a default in respect of the payment of principal of, premium, if any, or interest on the Notes or a covenant or provision of this Indenture which cannot be modified or amended without the consent of the Holder of each outstanding Note affected). (b) Notwithstanding Section 9.02(a), without the consent of each Holder of an outstanding Note affected, an amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may not: (i) reduce the principal amount of Notes issued hereunder whose Holders must consent to an amendment, supplement or waiver; (ii) reduce the principal of or change the fixed maturity of any Note issued hereunder or alter the provisions with respect to the redemption of the outstanding Notes issued hereunder (other than provisions relating to the covenants described above under Section 4.15, except as set forth in clause (x) below); (iii) reduce the rate of or change the time for payment of interest on any Note issued hereunder; (iv) waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, on the outstanding Notes issued hereunder (except a rescission of acceleration of the Notes issued hereunder by the Holders of a majority in aggregate principal amount of the then outstanding Notes issued hereunder with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (v) make any Note payable in money other than that stated in the Notes; (vi) make any change in the provisions of this Indenture relating to waivers of past Defaults or impair the right of any Holder to institute suit for the enforcement of any payment on or with respect to the Notes; (vii) waive a redemption payment with respect to any Note issued hereunder (other than a payment required by Section 4.15, except as set forth in clause (x) below); (viii) make any change in the ranking or priority of any Note issued hereunder that would adversely affect the Holders; (ix) modify the Note Guarantees in any manner adverse to the Holders; (x) amend, change or modify in any material respect the obligation of the Issuer to make and consummate a Change of Control Offer in respect of a Change of Control that has occurred; or (xi) make any change in the preceding amendment and waiver provisions. (c) It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, supplement or waiver but it shall be sufficient if such consent approves the substance thereof. (d) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

With Consent of Holders of Notes. (a) Subject to Except as provided below in this Section 6.07 and Section 9.02(b)9.02, the Issuer, the Guarantors Company and the Trustee, together, Trustee may amend or supplement this Indenture and the Notes with the written consent of the Holder or Holders of a majority in aggregate principal amount of the Notes Notes, including Additional Notes, if any, then outstanding voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, for the Notes), may amend or supplement this Indenture or the Notes without notice and, subject to any other Holders. Subject to Section 6.04Sections 6.04 and 6.07 hereof, the Holder or Holders of a majority in aggregate principal amount of the Notes then outstanding may waive any existing default Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest on the Notes) or compliance with any provision of this Indenture or the Notes (includingexcept for certain covenants and provisions of this Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of a majority in principal amount of the Notes, without limitationincluding Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, for the Notes) without notice to any other Holders (except a default in respect of the payment of principal of, premium, if any, or interest on the Notes or a covenant or provision of this Indenture which cannot be modified or amended without the consent of the Holder of each outstanding Note affected). (b) Notwithstanding Section 9.02(a), without . Without the consent of each Holder of an outstanding Note affectedHolder, an amendment, supplement amendment or waiver, including waiver under this Section 9.02 may not (with respect to any Notes held by a waiver pursuant to Section 6.04, may not:non-consenting Holder): (ia) reduce the principal amount of Notes issued hereunder whose Holders must consent to an amendment, supplement or waiver; (iib) reduce the rate of or change the time for payment of interest, including defaulted interest, on any Notes; (c) reduce the principal of or change the fixed maturity of any Note issued hereunder Notes, or alter change the provisions with respect date on which any Notes may be subject to redemption or repurchase, or reduce the redemption or repurchase price for those Notes (except, in the case of the outstanding Notes issued hereunder repurchases, as would otherwise be permitted under clauses (other than provisions relating to the covenants described above under Section 4.15, except as set forth in clause g) and (xj) belowhereof); (iii) reduce the rate of or change the time for payment of interest on any Note issued hereunder; (iv) waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, on the outstanding Notes issued hereunder (except a rescission of acceleration of the Notes issued hereunder by the Holders of a majority in aggregate principal amount of the then outstanding Notes issued hereunder with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (vd) make any Note payable in money other than that stated in the NotesNote and this Indenture; (vie) make any change in the provisions of this Indenture relating to waivers of past Defaults or impair the right of any Holder to institute suit receive payment of principal, premium or interest on that Holder's Notes on or after the due dates for the enforcement of any those payments, or to brxxx xxit to enforce that payment on or with respect to the such Holder's Notes; (vii) waive a redemption payment with respect to any Note issued hereunder (other than a payment required by Section 4.15, except as set forth in clause (x) below); (viii) make any change in the ranking or priority of any Note issued hereunder that would adversely affect the Holders; (ixf) modify the Note Guarantees in any manner adverse to the Holders; (x) amend, change or modify in any material respect the obligation of the Issuer to make and consummate a Change of Control Offer in respect of a Change of Control that has occurredSection 6.04 hereof; or (xig) at any time after the Company is obligated to make an Asset Sale Offer pursuant to Section 4.12 hereof, change the time at which such offer to purchase must be made or at which the Notes must be repurchased pursuant thereto. The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any change in supplemental indenture. If a record date is fixed, the preceding amendment Holders on such record date, or their duly designated proxies, and waiver provisions. (c) only such Persons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 120 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendmentamendment or waiver, supplement or waiver but it shall be sufficient if such consent approves the substance thereof. (d) . After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall give mail to the Holders Holder of each Note affected thereby to such Holder's address appearing in the Note Register a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to give mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes, including Additional Notes, if any, then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes.

With Consent of Holders of Notes. (a) Subject to Section 6.07 and Section 9.02(b), With the Issuer, the Guarantors and the Trustee, together, with the written consent of the Holder or Holders of not less than 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, the Notes), the Issuer, the Co-Issuer, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture or Indenture, the Notes without notice to or any other Holders. Subject to Section 6.04, the Holder Subsidiary Guarantees or Holders of a majority in aggregate principal amount of the Notes then outstanding may waive any existing default Default or Event of Default or compliance with any provision of this Indenture or the Notes Notes; provided, however, that no such amendment, supplement or waiver shall, without the consent of the Holder of each outstanding Note affected thereby (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes): (1) without notice to any other Holders (except a default in respect change the Stated Maturity of the payment of principal of, premiumor any installment of interest on, if any, or interest on the Notes or a covenant or provision of this Indenture which cannot be modified or amended without the consent of the Holder of each outstanding Note affected).any Note; (b) Notwithstanding Section 9.02(a), without the consent of each Holder of an outstanding Note affected, an amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may not: (i2) reduce the principal amount of Notes issued hereunder whose Holders must consent to an amendmentof, supplement (or waiverthe premium) or interest on, any Note; (ii3) reduce change the place or currency of payment of principal of (or change the fixed maturity of premium), or interest on, any Note issued hereunder or alter the provisions with respect to the redemption of the outstanding Notes issued hereunder (other than provisions relating to the covenants described above under Section 4.15, except as set forth in clause (x) below)Note; (iii4) reduce the rate of or change the time for payment of interest on (i) modify, in any Note issued hereunder; (iv) waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, on the outstanding Notes issued hereunder (except a rescission of acceleration of the Notes issued hereunder by manner adverse to the Holders of a majority in aggregate principal amount of the then outstanding Notes issued hereunder with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (v) make any Note payable in money other than that stated in the Notes; (vi) make any change in the provisions of this Indenture relating to waivers of past Defaults or impair , the right of any Holder to institute suit for the enforcement of any payment of principal of (or, premium) or interest on or with respect to any Note when due, or (ii) waive any payment in respect thereof except a default in payment arising solely from an acceleration of the NotesNotes that has been rescinded; (vii5) waive a modify any provisions of this Indenture relating to the modification and amendment of this Indenture or the waiver of past defaults or covenants which require each Holder’s consent; (6) amend any provisions relating to the redemption payment with respect to any Note issued hereunder of the Notes (other than a payment required notice provisions) to reduce the premium payable or change the dates on which the Notes may be redeemed, it being understood that for the avoidance of doubt, the provisions described under Section 4.10 and Section 4.13 shall not be covered by Section 4.15, except as set forth in this clause (x) below6); (viii) make any change in the ranking or priority of any Note issued hereunder that would adversely affect the Holders; (ix7) modify the Note Subsidiary Guarantees in any manner adverse to the Holders; (x) amend, change or modify except in any material respect the obligation of the Issuer to make and consummate a Change of Control Offer in respect of a Change of Control that has occurredaccordance with this Indenture; or (xi) make 8) modify any change in of the preceding amendment and waiver provisions. (c) provisions of this Indenture adversely affecting the ranking of the Notes. It shall not be necessary for the consent of the Holders under this Section 9.2 to approve the particular form of any proposed amendmentamendment or waiver, supplement or waiver but it shall be sufficient if such consent approves the substance thereof. (d) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

With Consent of Holders of Notes. (a) Subject to Except as provided below in this Section 6.07 and Section 9.02(b)9.02, the Issuer, the Guarantors Company and the Trustee, together, Trustee may amend or supplement this Indenture and the Notes with the written consent of the Holder or Holders of at least a majority in aggregate principal amount of the Notes Notes, including Additional Notes, if any, then outstanding voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, for the Notes), may amend or supplement this Indenture or the Notes without notice and, subject to any other Holders. Subject to Section 6.04Sections 6.04 and 6.07 hereof, the Holder or Holders of a majority in aggregate principal amount of the Notes then outstanding may waive any existing default Default or compliance with any provision Event of this Indenture or the Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes) without notice to any other Holders Default (except a default continuing Default or Event of Default (i) in respect of the payment of principal ofprincipal, premium, if any, or interest on the Notes or and (ii) in respect of a covenant or provision of which under this Indenture which cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment ) or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of at least a majority in principal amount of the Notes, including Additional Notes, if any, then outstanding Note affectedvoting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). (b) Notwithstanding Section 9.02(a), without . Without the consent of each Holder of an outstanding Note affectedHolder, an amendment, supplement amendment or waiver, including waiver under this Section 9.02 may not (with respect to any Notes held by a waiver pursuant to Section 6.04, may not:non-consenting Holder): (ia) reduce the principal amount of Notes issued hereunder whose Holders must consent to an amendment, supplement or waiver; (iib) reduce the principal of or change the fixed maturity Stated Maturity of any Note issued hereunder or alter the provisions with respect to the redemption of the outstanding Notes issued hereunder (other than provisions relating to the covenants described above under Section 4.15, except as set forth in clause (x) below)Notes; (iiic) reduce the rate of or change the time for payment of interest on any Note issued hereunderNote; (ivd) waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, on the outstanding Notes issued hereunder (Notes, except a rescission of acceleration of the Notes issued hereunder by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes issued hereunder with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (ve) make any Note payable in money other than that stated in the Notes; (vif) make any change in the provisions of this Indenture relating to waivers of past Defaults or impair the right rights of any Holder Holders of Notes to receive payments of principal of, or interest or premium, if any, on the Notes, or to institute suit for the enforcement of any payment on or with respect to the such Holders’ Notes; (vii) waive a redemption payment with respect to any Note issued hereunder (other than a payment required by Section 4.15, except as set forth in clause (x) below); (viii) make any change in the ranking or priority of any Note issued hereunder that would adversely affect the Holders; (ix) modify the Note Guarantees in any manner adverse to the Holders; (xg) amend, change or modify in any material respect the obligation of the Issuer Company to make and consummate an Asset Sale Offer with respect to any Asset Sale in accordance with the provisions of Section 4.12 hereof after the obligation to make and consummate such Asset Sale Offer has arisen or the obligation of the Company to make and consummate a Change of Control Offer in respect the event of a Change in Control in accordance with the provisions of Section 4.18 hereof after such Change of Control that has occurred, including, in each case, amending, changing or modifying any definition relating thereto; (h) except as otherwise permitted under the provisions of Section 5.01 hereof, consent to the assignment or transfer by the Company of any of their rights or obligations under this Indenture; (i) subordinate the Notes to any other obligation of the Company; (j) amend or modify the provisions of Section 4.20 hereof; or (xik) make any change in the preceding amendment and waiver provisions. (c) . The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any supplemental indenture. If a record date is fixed, the Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 120 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendmentamendment or waiver, supplement or waiver but it shall be sufficient if such consent approves the substance thereof. (d) ; provided, however, that the Trustee shall have the right to require an Opinion of Counsel to the effect that the proposed amendment or waiver conforms in substance to the consent of the Holders. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall give mail to the Holders Holder of each Note affected thereby to such Holder’s address appearing in the Security Register a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to give mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental indenture or waiver.