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

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, the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). Sections 2.08 and 2.09 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the Company, 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 7.02, 9.06, 12.04 and 12.05 hereof, the Trustee will join with the Company in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental 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 amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company or Guarantors with any provision of this Indenture, the Notes or the Note Guarantees. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions relating to the dates on which the Notes may be redeemed or the redemption price thereof with respect to the redemption of the Notes; (3) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4) waive a Default or Event of Default in the payment of principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (5) make any Note payable in money other than that stated in the Notes; (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes; (7) modify the obligation of the Company to repurchase Notes pursuant to Section 3.09, 4.10 or 4.14 hereof, after the date of an event giving rise to such repurchase obligation; (8) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture; (9) make any change in the preceding amendment and waiver provisions; or (10) make any change to or modify, the ranking of the Notes in respect of right of payment that would adversely affect the Holders of the Notes.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company Issuers, the Guarantors and the Trustee may amend or supplement this IndentureIndenture (including Sections 3.09, 4.10 and 4.15 hereof) and the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Outstanding Notes (including, without limitation, including Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Sections 2.08 and 2.09 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the CompanyIssuers accompanied by resolutions of their Boards of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02, 9.06, 12.04 and 12.05 9.06 hereof, the Trustee will join with the Company Issuers and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indentureindenture. 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 amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company Issuers will mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuers to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company or Guarantors with any provision of this Indenture, the Notes or the Note Guarantees. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions relating to the dates on which the Notes may be redeemed or the redemption price thereof with respect to the redemption or repurchase of the NotesNotes (other than provisions relating to Sections 3.09, 4.10 or 4.15 hereof); (3) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4) waive a Default or Event of Default in the payment of principal ofprincipal, premium onpremium, if any, or interest or Additional Interest, if any, on, on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Outstanding Notes and a waiver of the payment default that resulted from such acceleration); (5) make any Note payable in money other than that stated in the Notes; (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, premium on, if any, or interest or Additional Interestpremium, if any, on, the NotesNotes (other than as permitted by clause (7) below); (7) modify the obligation of the Company waive a redemption or repurchase payment with respect to repurchase Notes pursuant to Section 3.09, any Note (other than a payment required by Sections 4.10 or 4.14 4.15 hereof, after the date of an event giving rise to such repurchase obligation); (8) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture;; or (9) make any change in the preceding amendment amendment, supplement and waiver provisions; or (10) make any change to or modify, the ranking of the Notes in respect of right of payment that would adversely affect the Holders of the Notes.

With Consent of Holders of Notes. Except as provided below in this Section 9.0210.02, the Company Company, the Guarantors and the Trustee may amend or supplement this Indenture, any Collateral Agreement, the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, including Additional Notes, if any) voting as a single class (includingincluding consents obtained in connection with a tender offer or exchange offer for, without limitationor purchase of, the Notes and Note Guarantees), and, subject to Sections 7.04 and 7.07 hereof, any existing Default or Event or Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a Payment Default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, any Collateral Agreement or the Notes and Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). Sections 2.08 and 2.09 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the CompanyCompany accompanied by a Board Resolution 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 7.02, 9.06, 12.04 and 12.05 8.02 hereof, the Trustee will shall join with the Company in the execution of such amended or supplemental indenture Indenture, the Notes, the Note Guarantees or any Collateral Agreement unless such amended or supplemental indenture Indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental Indenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 10.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture, Notes, Note Guarantees or Collateral Agreement or waiver. In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent under this Indenture, Notes owned by the Company, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, shall be considered as though not outstanding; provided, however, that no Holder shall be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control with the Company solely by reason of ownership of such Notes. A change in a defined term used in this Section 10.02 shall be deemed to be a change to this Section 10.02. Subject to Sections 6.04 7.04 and 6.07 7.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes (including Additional Notes, if any) voting as a single class may waive compliance by the Company, the Guarantors or the Trustee in a particular instance by the Company or Guarantors with any provision of this Indenture, any Collateral Agreement, the Notes or the Note Guarantees. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 10.02 may not (with respect to any Notes held by a non-consenting Holder): (1) reduce the aggregate principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions relating to the dates on which the Notes may be redeemed or the redemption price thereof with respect to the redemption of the Notes; (3) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4) waive a Default or Event of Default in the payment of principal of, premium or interest on, if any, or interest or Additional Interestpremium, 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 (including Additional Notes, if any) and a waiver of the payment default that resulted from such acceleration); (5) make any Note payable in money other than that stated in the Notes; (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, premium or interest on, if any, or interest or Additional Interestpremium, if any, on, the Notes; (7) modify release any Collateral from the obligation Liens of the Company to repurchase Notes pursuant to Section 3.09pledge and security agreements, 4.10 or 4.14 hereof, after except as contemplated by the date of an event giving rise to such repurchase obligationpledge and security agreements; (8) waive a redemption payment or mandatory redemption with respect to any Notes; (9) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture; (9) make any change in the preceding amendment and waiver provisions; or (10) make any change in Section 7.04 or 7.07 hereof or in the preceding provisions relating to or modifyamendment, the ranking of the Notes in respect of right of payment that would adversely affect the Holders of the Notessupplement and waiver.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company Issuers, the Guarantors and the Trustee may amend or supplement this IndentureIndenture (including, without limitation, Section 4.10 and Section 4.14 hereof), the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer Exchange Offer for, the Notes). Sections 2.08 , and, subject to Section 6.04 and 2.09 hereof shall determine which Notes are considered to be “outstanding” for purposes Section 6.07 hereof, any existing Default or Event of Default or compliance with any provision of this Section 9.02Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including consents obtained in connection with a purchase of, or tender offer or Exchange Offer for, Notes). Upon the request of the CompanyIssuers accompanied by resolutions of their respective Boards of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02, 9.06, 12.04 and 12.05 7.02 hereof, the Trustee will join with the Company Issuers and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indentureindenture. 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 amendment, supplement amendment or waiver, but it is sufficient if such consent approves the substance thereofof the proposed amendment or waiver. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail send such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture amendment, supplement or waiver. Subject to Sections Section 6.04 and Section 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes voting as a single class may waive compliance in a particular instance by the Company or Guarantors with any provision of this Indenture, the Notes or the Note Guarantees. However, without the consent of each Holder affected, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions relating to the dates on which the Notes may be redeemed or the redemption price thereof with respect to the redemption of the Notes; provided, however, that any purchase or repurchase of Notes, including pursuant to Section 4.10 and Section 4.14 hereof, shall not be deemed a redemption of the Notes; (3) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4) waive a Default or Event of Default in the payment of principal of, premium onpremium, if any, or interest or Additional Interestand 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); (5) make any Note payable in money other than that stated in the Notes; (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, premium onpremium, if any, or interest or Additional Interestand Liquidated Damages, if any, on, the Notes; (7) modify the obligation waive a redemption payment with respect to any Note; provided, however, that any purchase or repurchase of the Company to repurchase Notes Notes, including pursuant to Section 3.09, 4.10 or and Section 4.14 hereof, after shall not be deemed a redemption of the date of an event giving rise to such repurchase obligationNotes; (8) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture;; or (9) make any change in the preceding amendment amendment, supplement and waiver provisions; or (10) make any change to or modify, the ranking of the Notes in respect of right of payment that would adversely affect the Holders of the Notes.

With Consent of Holders of Notes. Except as provided below in this Section 9.0210.02, the Company Company, the Guarantors and the Trustee may amend or supplement this Indenture, any Collateral Agreement, the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, including Additional Notes, if any) voting as a single class (includingincluding consents obtained in connection with a tender offer or exchange offer for, without limitationor purchase of, the Notes and Note Guarantees), and, subject to Sections 7.04 and 7.07 hereof, any existing Default or Event or Default (other than a Default or Event of Default in the payment of the principal and Aggregate Accreted Principal Amount of, premium or interest on the Notes, except a Payment Default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, any Collateral Agreement or the Notes and Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). Sections 2.08 and 2.09 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the CompanyCompany accompanied by a Board Resolution 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 7.02, 9.06, 12.04 and 12.05 8.02 hereof, the Trustee will shall join with the Company in the execution of such amended or supplemental indenture Indenture, the Notes, the Note Guarantees or any Collateral Agreement unless such amended or supplemental indenture Indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental Indenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 10.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture, Notes, Note Guarantees or Collateral Agreement or waiver. In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent under this Indenture, Notes owned by the Company, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, shall be considered as though not outstanding; provided, however, that no Holder shall be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control with the Company solely by reason of ownership of such Notes. A change in a defined term used in this Section 10.02 shall be deemed to be a change to this Section 10.02. Subject to Sections 6.04 7.04 and 6.07 7.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes (including Additional Notes, if any) voting as a single class may waive compliance by the Company, the Guarantors or the Trustee in a particular instance by the Company or Guarantors with any provision of this Indenture, any Collateral Agreement, the Notes or the Note Guarantees. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 10.02 may not (with respect to any Notes held by a non-consenting Holder): (1) reduce the aggregate principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal or Aggregate Accreted Principal Amount of or change the fixed maturity of any Note or alter or waive any of the provisions relating to the dates on which the Notes may be redeemed or the redemption price thereof with respect to the redemption of the Notes; (3) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4) waive a Default or Event of Default in the payment of principal or Aggregate Accreted Principal Amount of, premium on, if any, or interest on, or Additional Interestpremium, 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 (including Additional Notes, if any) and a waiver of the payment default that resulted from such acceleration); (5) make any Note payable in money other than that stated in the Notes; (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal or Aggregate Accreted Principal Amount of, premium on, if any, or interest on, or Additional Interestpremium, if any, on, the Notes; (7) modify release any Collateral from the obligation Liens of the Company to repurchase Notes pursuant to Section 3.09pledge and security agreements, 4.10 or 4.14 hereof, after except as contemplated by the date of an event giving rise to such repurchase obligationpledge and security agreements; (8) waive a redemption payment or mandatory redemption with respect to any Notes; (9) adversely affect the conversion rights of the Holders set forth in Article 4 hereof; (10) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture;; or (911) make any change in Section 7.04 or 7.07 hereof or in the preceding amendment provisions relating to amendment, supplement and waiver provisions; or (10) make any change to or modify, the ranking of the Notes in respect of right of payment that would adversely affect the Holders of the Noteswaiver.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company Issuers, the Guarantors and the Trustee may amend or supplement this IndentureIndenture (including, without limitation, Sections 3.09, 4.10 and 4.14 hereof) and the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the for Notes). Sections 2.08 and 2.09 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the CompanyIssuers accompanied by resolutions of their Boards of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02, 9.06, 12.04 and 12.05 7.02 hereof, the Trustee will join with the Company Issuers and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indentureindenture. 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 amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company Issuers will promptly mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuers to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company Issuers or Guarantors any Guarantor with any provision of this Indenture, the Notes or the Note Guarantees. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (1a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions relating to the dates on which the Notes may be redeemed or the redemption price thereof with respect to the redemption of the NotesNotes (except as provided above with respect to Sections 3.09, 4.10 and 4.14 hereof); (3c) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4d) waive a Default or Event of Default in the payment of principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (5e) make any Note payable in money other than that stated in the Notes; (6f) 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, premium on, if any, or interest or Additional Interest, if any, on, the Notes; (7g) modify the obligation of the Company waive a redemption payment with respect to repurchase Notes pursuant to Section any Note (other than a payment required by Sections 3.09, 4.10 or 4.14 hereof, after the date of an event giving rise to such repurchase obligation); (8) h) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture;; or (9i) make any change in the preceding amendment and waiver provisions; or (10) make any change to or modify, the ranking of the Notes in respect of right of payment that would adversely affect the Holders of the Notes.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company Company, a Subsidiary Guarantor (with respect to a Subsidiary Guarantee or the Indenture to which it is a party) and the Trustee may amend or supplement this Indenture, the Notes and or the Note Subsidiary Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium onor interest or Liquidated Damages, if any, or interest or Additional Interest, if any, on, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, for the Notes). Sections 2.08 and 2.09 Any amendment to the provisions of Article 10 hereof shall determine which including the related definitions will require the consent of the Holders of at least 75% in aggregate principal amount of the Notes are considered to be “outstanding” for purposes then outstanding if such amendment would adversely affect the rights of this Section 9.02Holders of Notes. Upon the request of the CompanyCompany accompanied by a resolution of the Board of Directors of the Company or a Subsidiary Guarantor, as applicable, 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 7.02, 9.06, 12.04 and 12.05 7.02 hereof, the Trustee will shall join with the Company or such Subsidiary Guarantor in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture directly Indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental Indenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company or Guarantors with any provision of this Indenture, the Notes Indenture or the Note GuaranteesNotes. However, without the consent of each Holder affected, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (1a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions relating to the dates on which the Notes may be redeemed or the redemption price thereof with respect to the redemption of the NotesNotes (other than provisions relating to Sections 3.09, 4.10 and 4.15 hereof); (3c) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4d) waive a Default or Event of Default in the payment of principal of, of or interest or premium onor Liquidated Damages, if any, or interest or Additional Interest, if any, on, on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (5e) make any Note payable in money other than that stated in the Notes; (6f) 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, of or interest or premium onor Liquidated Damages, if any, or interest or Additional Interest, if any, on, on the Notes; (7g) modify waive a redemption payment with respect to any Note (other than a payment required by the obligation provisions of the Company to repurchase Notes pursuant to Section 3.09, 4.10 or 4.14 4.15 hereof, after the date of an event giving rise to such repurchase obligation); (8) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture; (9h) make any change in Section 6.04 or 6.07 hereof or in the preceding foregoing amendment and waiver provisions; or (10i) except as provided in Article 8 hereof or otherwise in accordance with the terms of this Indenture or any Subsidiary Guarantee, release a Subsidiary Guarantor from its obligations under its Subsidiary Guarantee or make any change to or modify, the ranking of the Notes in respect of right of payment a Subsidiary Guarantee that would adversely affect the Holders of the Notes.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company Issuers, the Subsidiary Guarantors and the Trustee may amend or supplement this IndentureIndenture (including without limitation, Section 4.09 and Section 4.13 hereof), the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Sections 2.08 and 2.09 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the CompanyIssuers accompanied by a Board Resolution 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 7.02, 9.06, 12.04 Sections 7.02 and 12.05 9.06 hereof, the Trustee will shall join with the Company Issuers and the Subsidiary Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indentureindenture. It is not 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, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail Issuers shall deliver to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuers to mail deliver such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company or Guarantors with any provision of this Indenture, the Notes or the Note Guarantees. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (1) reduce change the Stated Maturity of the principal amount of, or any installment of Notes whose Holders must consent to an amendmentinterest on, supplement or waiver;any Note; (2) reduce the principal of amount of, or change the fixed maturity of premium, if any, or interest on, any Note or alter or waive any of the provisions relating to the dates on which the Notes may be redeemed or the redemption price thereof with respect to the redemption of the Notes;Note; (3) reduce the rate of or change the time for place of payment of interestprincipal of, including default interestor premium, on if any, or interest on, any Note;Note; (4) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note; (5) reduce the above-stated percentages of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (6) waive a Default or Event of Default default in the payment of principal of, premium onpremium, if any, or interest on the Notes; (7) voluntarily release a Subsidiary Guarantor other than in accordance with this Indenture; (8) after the time an Offer to Purchase is required to have been made pursuant to Section 4.09 and Section 4.13 hereof, reduce the purchase amount or Additional Interest, if any, on, price or extend the Notes latest expiration date or purchase date thereunder; or (except a rescission of acceleration of 9) reduce the Notes by the Holders of at least a majority in percentage or aggregate principal amount of the then outstanding Notes and a the consent of whose Holders is necessary for waiver of the payment default that resulted from such acceleration); (5) make any Note payable in money other than that stated in the Notes; (6) make any change in the compliance with certain provisions of this Indenture relating to waivers or for waiver of past Defaults or the rights of Holders of Notes to receive payments of principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes; (7) modify the obligation of the Company to repurchase Notes pursuant to Section 3.09, 4.10 or 4.14 hereof, after the date of an event giving rise to such repurchase obligation; (8) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture; (9) make any change in the preceding amendment and waiver provisions; or (10) make any change to or modify, the ranking of the Notes in respect of right of payment that would adversely affect the Holders of the Notescertain defaults.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company Issuers, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes Indenture (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase ofSection 4.11 hereof), the Notes), the Note Guarantees 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 terms of the principal of, premium on, if any, or interest or Additional Interest, if any, onIntercreditor Agreement and this Indenture, the NotesPledge Agreement, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes, the Note Guarantees or, subject to the terms of the Intercreditor Agreement and this Indenture, the Pledge Agreement, may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with purchase of, or a tender offer or exchange offer for, the Notes). Sections 2.08 and 2.09 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the CompanyIssuers accompanied by a resolution of their respective Boards of Directors authorizing the execution of any such amended or supplemental Indenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02, 9.06, 12.04 and 12.05 7.02 hereof, the Trustee will shall join with the Company Issuers and the Guarantors in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture Indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental Indenture. It is not necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will Issuers shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuers to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company Issuers with any provision of this Indenture or the Notes or by the Guarantors with any provision of this Indenture, the Notes or the Note Guarantees. However, without the consent of each Holder affected, affected an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (1a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions relating to the dates on which the Notes may be redeemed or the redemption price thereof with respect to the redemption of the Notes, except as provided above with respect to Section 4.11 hereof; (3c) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4d) waive a Default or Event of Default in the payment of principal of, premium onor interest or premium, if any, or interest or Additional Interest, if any, on, on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (5e) make any Note payable in money other than that stated in the Notes; (6f) 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, premium onor interest or premium, if any, or interest or Additional Interest, if any, on, on the Notes; (7g) modify the obligation of the Company waive a redemption payment with respect to repurchase Notes pursuant to Section 3.09, 4.10 or 4.14 any Note (other than a payment required by Sections 4.11 hereof, after the date of an event giving rise to such repurchase obligation); (8) h) amend or modify any Note Guarantee in a manner that would adversely affect the holders of the Notes or release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, Indenture (except in accordance with the terms of this Indenture); (9i) release all or substantially all of the Collateral, in each case, except in accordance with the provisions of this Indenture, the Pledge Agreement and the Intercreditor Agreement; (j) amend the provisions of Section 10.03 hereof; or (k) make any change in the preceding foregoing amendment and waiver provisions; or (10) make any change to or modify, the ranking of the Notes in respect of right of payment that would adversely affect the Holders of the Notes.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company Issuers, the Guarantors and the Trustee may amend or supplement this IndentureIndenture (including, without limitation, Section 4.11 hereof), the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (includingGuarantees, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Note Guarantees, may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with purchase of, or a tender offer or exchange offer for, the Notes). Sections 2.08 and 2.09 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the CompanyIssuers accompanied by a resolution of their respective Boards of Directors authorizing the execution of any such amended or supplemental Indenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02, 9.06, 12.04 and 12.05 7.02 hereof, the Trustee will shall join with the Company Issuers and the Guarantors in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture Indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental Indenture. It is not necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail Issuers shall deliver to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuers to mail deliver such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company Issuers with any provision of this Indenture or the Notes or by the Guarantors with any provision of this Indenture, the Notes or the Note Guarantees. However, without the consent of each Holder affected, affected an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (1a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions relating to the dates on which the Notes may be redeemed or the redemption price thereof with respect to the redemption of the Notes, except as provided above with respect to Section 4.11 hereof; (3c) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4d) waive a Default or Event of Default in the payment of principal of, premium onor interest or premium, if any, or interest or Additional Interest, if any, on, on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (5e) make any Note payable in money other than that stated in the Notes; (6f) 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, premium onor interest or premium, if any, or interest or Additional Interest, if any, on, on the Notes; (7g) modify the obligation of the Company waive a redemption payment with respect to repurchase Notes pursuant to Section 3.09, 4.10 or 4.14 any Note (other than a payment required by Sections 4.11 hereof, after the date of an event giving rise to such repurchase obligation); (8) h) amend or modify any Note Guarantee in a manner that would adversely affect the holders of the Notes or release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, Indenture (except in accordance with the terms of this Indenture;); or (9i) make any change in the preceding foregoing amendment and waiver provisions; or (10) make any change to or modify, the ranking of the Notes in respect of right of payment that would adversely affect the Holders of the Notes.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company Company, the Trustee and the Trustee Collateral Agent may amend or supplement the Notes Documents (including, without limitation, Section 4.10 and Article 15 of this Indenture, the Notes and the Note Guarantees ) with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium onof or interest or premium, if any, or interest or Additional Interest, if any, on, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes or the Note Guarantees Documents may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Sections 2.08 and 2.09 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the CompanyCompany accompanied by a resolution of its Board of Directors authorizing the execution of any such amendment, supplement, or waiver to the Notes Documents, and upon the filing with delivery to the Trustee and the Collateral Agent of evidence reasonably satisfactory to the Trustee and the Collateral Agent 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, 12.04 and 12.05 7.02 hereof, the Trustee and the Collateral Agent will join with the Company in the execution of such amended amendment, supplement, or supplemental indenture waiver to the Notes Documents unless such amended amendment, supplement, or supplemental indenture waiver to the Notes Documents directly affects the Trustee’s or the Collateral Agent’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee and the Collateral Agent may in its their discretion, but will not be obligated to, enter into such amended amendment, supplement, or supplemental Indenturewaiver to the Notes Documents. 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 amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail deliver to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail deliver such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company or Guarantors with any provision of this Indenture, the Notes Indenture or the Note Guaranteesother Notes Documents. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions relating to the dates on which the Notes may be redeemed or the redemption price thereof with respect to the redemption of the NotesNotes (other than Section 4.10 or Article 15 hereof); (3) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4) waive a Default or Event of Default in the payment of principal of, premium onof or interest or premium, if any, or interest or Additional Interest, if any, on, on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (5) make any Note payable in money other than that stated in the Notes; (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, premium onof or interest or premium, if any, or interest or Additional Interest, if any, on, on the Notes; (7) modify the obligation of the Company waive a redemption payment with respect to repurchase Notes pursuant to any Note (other than a payment required by Section 3.09, 4.10 or 4.14 Article 15 hereof, after the date of an event giving rise to such repurchase obligation); (8) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indentureas set forth under Article 10 hereof; (9) make any change in the preceding amendment and waiver provisions; or (10) make any change to that adversely affects the conversion rights of any Notes. In addition, any amendment to, or modifywaiver of, the ranking provisions of this Indenture relating to the Collateral or the Collateral Documents that has the effect of releasing all or substantially all of the Collateral from the Liens securing the Notes will require the consent of the Holders of at least 66-2/3% in aggregate principal amount of the Notes in respect of right of payment that would adversely affect the Holders of the Notesthen outstanding.

With Consent of Holders of Notes. (a) Except as provided below in this clause (b) of Section 9.02, the Company Issuer, the Guarantors, as ap- plicable, the Trustee and the Trustee Collateral Trustee, as applicable, may amend or supplement this Indenture, the Notes and the Note Noteholder Collateral Platform Guarantees with respect to the Notes with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium onpremium, if any, or interest or Additional Interest, if any, on, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance compli- ance with any provision of this Indenture or the Notes or the Note Guarantees and its consequences may be waived with the consent con- sent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (includingin- cluding, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange ex- change offer for, the Notes). Sections 2.08 and 2.09 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the CompanyIssuer 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 7.02, 9.06, 12.04 and 12.05 14.02 hereof, the Trustee will shall join with the Company Issuer and the Guarantors, as applicable, in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties duties, liabilities or immunities under this Indenture indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental Indentureindenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular par- ticular form of any proposed amendment, supplement or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes be- comes effective, the Company will Issuer shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuer to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture inden- ture or waiver. . (b) Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company or Guarantors Issuer with any provision of this Indenture, the Notes Indenture or the Note GuaranteesNotes. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (1i) reduce the principal amount of Notes whose Holders must consent to an amendmentamend- ment, supplement or waiver; (2ii) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions relating to the dates on which the Notes may be redeemed or the redemption price thereof provi- sions (except those in Section 3.03) with respect to the redemption of the NotesNotes (other than provi- sions under Section 4.10 hereof); (3iii) reduce the rate of or change the time for payment of interest, including default interest, interest on any Note, including Additional Amounts; (4iv) waive a Default or Event of Default in the payment of principal of, premium onof and premium, if any, or interest or Additional Interest, if any, on, the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (5v) make any Note payable in money other than that stated in the Notes; (6vi) 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, premium onof and premium, if any, or interest or Additional Interest, if any, on, the Notes; (7vii) modify the obligation of the Company waive a redemption payment with respect to repurchase Notes pursuant to any Note (other than a payment re- quired by Section 3.09, 4.10 or 4.14 hereof, after the date of an event giving rise to such repurchase obligation); (8) release viii) modify or change any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms provision of this IndentureIndenture or the related definitions hereof affecting the ranking of the Notes (under the Noteholder Collateral Platform or otherwise) in a manner that materially adversely affects the Holders; (9ix) make any change in the preceding amendment and waiver provisions; or (10) make any change to provisions of this Indenture or modify, the ranking Noteholder Collateral Platform dealing with the application of the Notes in respect proceeds of right of payment Collateral that would materially adversely affect the Holders rights of any Holders; (x) release all or substantially all of the Notes.Collateral from the Security Documents or all or substantially all of the Noteholder Collateral Platform Guarantees, other than in accordance with the provisions of this Indenture and the Noteholder Collateral Platform; and

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 IndentureIndenture (including Section 3.09, 4.10 and 4.14 hereof) and the Notes and the Note Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, including Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), 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 onpremium, if any, on, or interest or Additional Interestinterest, if any, on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, including Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). Sections 2.08 and 2.09 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the CompanyCompany 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 7.027.02 hereof, 9.06, 12.04 and 12.05 hereofsubject to Section 9.05, the Trustee will join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indentureindenture. It is not 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, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail (or when the Notes are represented by Global Notes, send electronically pursuant to the applicable procedures of the Depositary) to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail give such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture amendment, supplement or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company or Guarantors with any provision of this Indenture, the Notes or the Note Guarantees. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (1) reduce the principal amount of Notes whose Holders holders must consent to an amendment, supplement or waiver; (2) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions relating to the dates on which the Notes may be redeemed or the redemption price thereof with respect to the redemption or repurchase of the NotesNotes (except those provisions relating to Section 3.09, Section 4.10 or Section 4.14, or the minimum notice provisions under Section 3.03); (3) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4) waive a Default or Event of Default in the payment of principal of, premium on, if any, or interest or Additional Interestinterest, 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); (5) make any Note payable in money other than that stated in the Notes; (6) make any change in the provisions of this Indenture hereof relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, premium onpremium, if any, on, or interest or Additional Interestinterest, if any, on, the NotesNotes (other than as permitted by clause (2) above or clause (7) below); (7) modify the obligation of the Company waive a redemption or repurchase payment with respect to repurchase Notes pursuant to any Note (other than a payment required by Section 3.09, 4.10 or 4.14 hereof, after the date of an event giving rise to such repurchase obligationSection 4.14); (8) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture;hereof; or (9) make any change in the preceding amendment amendment, supplement and waiver provisions; or (10) make any change to or modify, the ranking of the Notes in respect of right of payment that would adversely affect the Holders of the Notes.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company REIT, the Issuers, the Guarantors and the Trustee may amend or supplement this IndentureIndenture (including, without limitation, Section 4.10 and Section 4.15 hereof), the Notes and the Note Guarantees with the consent of the Holders of at least not less than a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing past Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Sections 2.08 and 2.09 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the CompanyOperating Partnership accompanied by a Board Resolution 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 7.02, 9.06, 12.04 and 12.05 7.02 hereof, the Trustee will join with the Company REIT, the Issuers and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indentureindenture. 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 amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company Operating Partnership will mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Operating Partnership to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company or Guarantors with any provision of this Indenture, the Notes or the Note Guarantees. However, without the consent of each Holder affected, an amendmentno modification, supplement waiver or waiver amendment under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):may: (1) reduce change the Stated Maturity of the principal amount of, or any installment of Notes whose Holders must consent to an amendmentinterest on, supplement or waiverany Note; (2) reduce the principal of amount of, or premium, if any, or interest on, any Note; (3) change the fixed maturity place or currency of payment of principal of, or premium, if any, or interest on, any Note or alter or waive any of Note; (4) change the provisions relating to the dates date on which the any Notes may be redeemed are subject to redemption or the redemption price thereof to be paid with respect to the redemption of the Notes; (3) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4) waive a Default or Event of Default Notes as set forth in the payment of principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration)Section 3.07 hereof; (5) make impair the right to institute suit for the enforcement of any Note payable in money other than that stated payment on or after the Stated Maturity (or, in the Notescase of a redemption, on or after the redemption date or, in the case of an Offer to Purchase, on or after the specified purchase date) of any Note; (6) make any change in the amendment or waiver provisions of this Indenture relating to waivers which require each Holder’s consent, or reduce the percentage of past Defaults or the rights of Holders outstanding principal amount of Notes the consent of whose Holders is necessary to receive payments modify or amend this Indenture; (7) waive a default in the payment of principal of, premium onpremium, if any, or interest or Additional Interest, if any, on, on the Notes; (7) modify the obligation 8) release a Guarantor of the Company to repurchase Notes pursuant to Section 3.09, 4.10 or 4.14 hereof, after the date of an event giving rise to such repurchase obligation; (8) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except other than in accordance with the terms of this Indenture; (9) make any change in after the preceding amendment and waiver provisionstime an Offer to Purchase is required to be made pursuant to Section 4.10 or Section 4.15 hereof, reduce the purchase price payable or the amount of Notes required to be purchased by the Issuers or extend the latest expiration date or purchase date thereunder; or (10) make any change to reduce the percentage or modify, aggregate principal amount of outstanding Notes the ranking consent of the Notes in respect whose Holders is necessary for waiver of right compliance with certain provisions of payment that would adversely affect the Holders this Indenture or for waiver of the Notescertain defaults.

With Consent of Holders of Notes. Except as provided in Section 9.01 and below in this Section 9.02, the Company Company, the Guarantors and the Trustee may amend or supplement this IndentureIndenture (including, without limitation, Section 3.09, 4.10 and 4.15 hereof) and the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer 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 onor Special Interest, if any, or interest or Additional Interest, if any, on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer Exchange Offer for, or purchase of, the Notes). Sections 2.08 and 2.09 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the CompanyCompany 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 7.02, 9.06, 12.04 and 12.05 9.06 hereof, the Trustee will join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture. It is not necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement supplement, waiver or waiverconsent, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company or Guarantors with any provision of this Indenture, Indenture or the Notes or the Note Guarantees. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions relating to the dates on which the Notes may be redeemed or the redemption price thereof with respect to the date of or redemption price payable in connection with the redemption of the NotesNotes (except as provided above with respect to Sections 3.09, 4.10 and 4.15 hereof); (3) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4) waive a Default or Event of Default in the payment of principal of, premium on, if any, or interest or Additional premium or Special Interest, if any, on, the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (5) make any Note payable in money other than that stated in the Notes; (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, premium on, if any, or interest or Additional premium or Special Interest, if any, on, the Notes; (7) modify the obligation of the Company waive a redemption payment with respect to repurchase Notes pursuant to Section any Note (other than a payment required by Sections 3.09, 4.10 or 4.14 4.15 hereof, after the date of an event giving rise to such repurchase obligation); (8) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture;; or (9) make any change in the preceding amendment and waiver provisions; or (10) make any change to or modify, the ranking of the Notes in respect of right of payment that would adversely affect the Holders of the Notes.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company Company, the Trustee and the Trustee Collateral Agent, as applicable, may amend or supplement this IndentureIndenture (including, without limitation, Section 3.09, 4.10 and 4.15 hereof), the Notes and Notes, the Note Guarantees Guarantees, the Collateral Documents and, with the consent of the First Priority Agent under the New Senior Secured Revolving Credit Facility, the Intercreditor Agreement with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium onor Special Interest, if any, or interest or Additional Interest, if any, on, the Notes, except a payment default resulting solely from an acceleration that has been rescinded) or compliance with any provision of this Indenture or Indenture, the Notes or Notes, the Note Guarantees or, subject to the Intercreditor Agreement, the Collateral Documents may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Sections 2.08 and 2.09 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the CompanyCompany 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 reasonably 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 Section 7.02, 9.06, 12.04 Sections 7.02 and 12.05 9.06 hereof, the Trustee and the Collateral Agent, as applicable, will join with the Company in the execution of such amended amendment or supplemental indenture supplement unless such amended amendment or supplemental indenture directly 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 amended amendment or supplemental Indenturesupplement. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended amendment or supplemental indenture supplement or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company or Guarantors with any provision of this Indenture, the Notes Notes, the Note Guarantees or the Note GuaranteesCollateral Documents. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions relating to the dates on which the Notes may be redeemed or the redemption price thereof with respect to the redemption of the NotesNotes (except as provided above with respect to Sections 3.09, 4.10 and 4.15 hereof); (3) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4) waive a Default or Event of Default in the payment of principal of, premium on, if any, or interest (including Special Interest) or Additional Interestpremium, 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); (5) make any Note payable in money other than that stated in the Notes; (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, premium on, if any, or interest (including Special Interest) or Additional Interestpremium, if any, on, the Notes; (7) modify the obligation of the Company waive a redemption payment with respect to repurchase Notes pursuant to Section any Note (other than a payment required by Sections 3.09, 4.10 or 4.14 4.15 hereof, after the date of an event giving rise to such repurchase obligation); (8) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture;; or (9) make any change in the preceding amendment and waiver provisions; or (10) make . Notwithstanding the foregoing, any change to amendment to, or modifywaiver of, the ranking provisions of this Indenture or any Collateral Document that has the effect of releasing all or substantially all of the Collateral from the Liens securing the Notes will require the consent of the Holders of at least 662/3%% in aggregate principal amount of the Notes in respect of right of payment that would adversely affect the Holders of the Notesthen outstanding.

With Consent of Holders of Notes. Except as provided below otherwise in Section 9.01 and this Section 9.02, the Company Issuer and the Trustee may amend or supplement this IndentureIndenture (including, without limitation, Section 4.14), the Notes and the Note Guarantees any supplemental indenture with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), ) and, subject to Sections Section 6.04 and Section 6.07 hereof, any existing Default or Event of Default (other than a continuing Default or Event of Default in the payment of the principal of, interest and premium onand Additional Amounts, if any, or interest or Additional Interest, if any, on, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or Indenture, the Notes or the Note Guarantees and any supplemental indenture may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). Sections 2.08 and 2.09 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the Company, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Notes as aforesaidIssuer, and upon receipt by the Trustee of the documents described in Section 7.02, 9.06, 12.04 and 12.05 hereof7.02(b), the Trustee will join with the Company Issuer in the execution of such amended or supplemental indenture or other document unless such amended or supplemental indenture or other document directly affects the Trustee’s own rights, duties duties, immunities, privileges or immunities indemnities under this Indenture or otherwiseIndenture, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indentureindenture or other document. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company Issuer will mail or otherwise deliver in accordance with Section 12.01 to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuer to mail or otherwise deliver such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof6.07, the Holders of a majority in aggregate principal amount of the Notes then outstanding outstanding, voting as a single class class, may waive compliance in a particular instance by the Company or Guarantors Issuer with any provision of this Indenture, the Notes or the Note Guaranteesany supplemental indenture. However, unless consented to by the Holders of at least 90% of the aggregate principal amount of 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), without the consent of each Holder of Notes affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (1a) change the Stated Maturity of the principal of, or any installment of or Additional Amounts or interest on, any Note; (b) reduce the principal amount of any Note (or Additional Amounts or premium, if any) or the rate of or change the time for payment of interest on any Note; (c) change the coin or currency in which the principal of any Note or any premium or any Additional Amounts or the interest thereon is payable; (d) impair the right of any Holder of Notes 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); (e) reduce the principal amount of Notes whose Holders must consent to an any amendment, supplement or waiver; (2) reduce the principal waiver of or change the fixed maturity provisions of any Note or alter or waive any of the provisions relating to the dates on which the Notes may be redeemed or the redemption price thereof with respect to the redemption of the Notes; (3) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4) waive a Default or Event of Default in the payment of principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes this Indenture (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 Payment Default that resulted from such acceleration); (5f) make modify any Note payable in money of the provisions relating to supplemental indentures requiring the consent of Holders of the Notes or relating to the waiver of past defaults or relating to the waiver of certain covenants, except to increase the percentage of outstanding Notes required for such actions or to provide that certain other than that stated in the Notes; (6) make any change in the provisions of this Indenture relating to waivers cannot be modified or waived without the consent of past Defaults or the rights Holder of Holders of Notes to receive payments of principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes;each Note affected thereby; or (7) modify the obligation of the Company to repurchase Notes pursuant to Section 3.09, 4.10 or 4.14 hereof, after the date of an event giving rise to such repurchase obligation; (8) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture; (9g) make any change in the preceding amendment and waiver provisions; or (10) make any change . Any amendment, supplement or waiver consented to or modify, the ranking by at least 90% of the Notes in respect of right of payment that would adversely affect the Holders aggregate principal amount of the Notesthen outstanding Notes will be binding against any non-consenting Holders.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company Company, the Parent Guarantor, the Subsidiary Guarantors and the Trustee may amend or supplement this IndentureIndenture (including Section 3.09, 4.10 and 4.14 hereof), the Notes Notes, the Indenture Guarantees, either of the Security Agreements and either of the Note Guarantees Intercreditor Agreements with the consent of the Holders of at least a majority in aggregate principal amount at maturity of the then outstanding Notes (including, without limitation, including 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 onpremium, if any, or interest or Additional Interest, if any, on, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes, the Indenture Guarantees, either of the Security Agreements or either of the Notes or the Note Guarantees Intercreditor Agreements may be waived with the consent of the Holders of at least a majority in aggregate principal amount at maturity of the then outstanding Notes (including, without limitation, including Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Sections 2.08 and 2.09 hereof shall determine which Notes are considered Notwithstanding anything to the contrary contained in the Indenture, each of the Security Agreements may also be “outstanding” for purposes amended pursuant to the terms of this Section 9.02the applicable Intercreditor Agreement without the consent of the Holders of at least a majority in principal amount at maturity of the Notes. Upon the request of the Company, the Parent Guarantor and the Subsidiary Guarantors accompanied by a resolution of each of their Boards of Directors authorizing the execution of any such amended or supplemental Indenture, Indenture Guarantee, Security Agreement or Intercreditor Agreement, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, if necessary, and upon receipt by the Trustee of the documents described in Section 7.02, 9.06, 12.04 and 12.05 7.02 hereof, the Trustee will shall join with the Company Company, the Parent Guarantor and the Subsidiary Guarantors in the execution of (or, in the case of any Security Agreement, directing the Collateral Agent to execute) such amended or supplemental indenture Indenture, Indenture Guarantee, Security Agreement or Intercreditor Agreement unless such amended or supplemental indenture Indenture, Indenture Guarantee, Security Agreement or Intercreditor Agreement directly affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into (or, if applicable, direct the Collateral Agent to enter into) such amended or supplemental Indenture, Indenture Guarantee, Security Agreement or Intercreditor Agreement. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount at maturity 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 or Guarantors with any provision of this Indenture, the Notes Indenture or the Note GuaranteesNotes. However, without the consent of each Holder affected, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (1a) reduce the principal amount at maturity of Notes whose Holders must consent to an amendment, supplement or waiver; (2b) reduce the principal Accreted Value of or change the fixed maturity of any Note or alter or waive any of the provisions relating to the dates on which the Notes may be redeemed or the redemption price thereof with respect to the redemption of the NotesNotes except as provided above with respect to Sections 3.09, 4.10 and 4.14 hereof; (3c) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4d) waive a Default or Event of Default in the payment of principal Accreted Value of, premium on, if any, or interest or Additional Interestpremium, 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 at maturity of the then outstanding Notes (including Additional Notes, if any) and a waiver of the payment default that resulted from such acceleration); (5e) make any Note payable in money other than that stated in the Notes; (6f) 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, premium onof or interest or premium, if any, or interest or Additional Interest, if any, on, on the Notes; (7g) modify the obligation of the Company waive a redemption payment with respect to repurchase Notes pursuant to Section any Note other than a payment required by Sections 3.09, 4.10 or and 4.14 hereof, after the date of an event giving rise to such repurchase obligation; (8) h) release any Guarantor portion of the Collateral from any the Lien of its obligations under its Note Guarantee or this Indenturethe Security Agreements, except in accordance with the terms of this Indenture;thereof; or (9i) make any change in Section 6.04 or 6.07 hereof or in the preceding foregoing amendment and waiver provisions; or (10) make any change to or modify, the ranking of the Notes in respect of right of payment that would adversely affect the Holders of the Notes.

With Consent of Holders of Notes. Except as provided below in this Section ‎Section 9.02, the Company and the Trustee may amend or supplement this IndentureIndenture (including, without limitation, ‎Section 3.09, ‎4.10 and ‎4.15 hereof) and the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 ‎6.04 and 6.07 ‎6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Sections ‎Section 2.08 and 2.09 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section ‎Section 9.02. Upon the request of the CompanyCompany 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 7.02, 9.06, 12.04 and 12.05 ‎Section 7.02 hereof, the Trustee will join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture. It is not necessary for the consent of the Holders of Notes under this Section ‎Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section ‎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 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 ‎6.04 and 6.07 ‎6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company or Guarantors with any provision of this Indenture, the Notes or the Note Guarantees. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section ‎Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of or change the fixed maturity of any Note, reduce the amount payable upon the redemption of any Note, or change the times at which any Note or alter or waive any of the provisions relating to the dates on which the Notes may be redeemed or or, once notice of redemption has been given, the time at which it must thereupon be redeemed (other than a conditional notice of redemption price thereof as provided under Section 3.04 with respect to the redemption of the NotesSections 3.07, 3.09, ‎4.10 and ‎4.15 hereof); (3) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4) waive a Default or Event of Default in the payment of principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (5) make any Note payable in money other than that stated in the Notes; (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes; (7) modify the obligation of the Company waive a redemption payment with respect to repurchase Notes pursuant to any Note (other than a payment required by Section 3.09, 4.10 or 4.14 4.15 hereof, after the date of an event giving rise to such repurchase obligation); (8) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture;; or (9) impair the right of any Holder of Notes to receive any principal payment or interest payment on such Holder’s Notes, on or after the Stated Maturity thereof, or to institute suit for the enforcement of any such payment; or (10) make any change in the preceding amendment and waiver provisions; or (10) make any change to or modify, the ranking of the Notes in respect of right of payment that would adversely affect the Holders of the Notes.

With Consent of Holders of Notes. Except as provided below in Section 9.01 or in this Section 9.02, the Company Issuer, the Notes Collateral Agent and the Trustee may amend or supplement this Indenture, any related Guarantee, the Notes Notes, the Security Documents, any Equal Priority Intercreditor Agreement, any Junior Priority Intercreditor Agreement and the Note Guarantees Escrow Agreement with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (includingoutstanding, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof6.07, any existing Default or Event of Default (other than a Default or Event of continuing Default in the payment of the principal ofinterest on, premium onpremium, if any, or interest or Additional Interestthe principal of, if any, on, the Notesany Note, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes issued under this Indenture, the Escrow Agreement, any Equal Priority Intercreditor Agreement, any Junior Priority Intercreditor Agreement or the Note Guarantees any Security Document may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). Sections 2.08 and 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon Notwithstanding the request of the Companyforegoing, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of without the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee at least 66 2/3% in aggregate principal amount of the documents described Notes then outstanding, no amendment or waiver may (A) make any change in Section 7.02any Security Document, 9.06any Equal Priority Intercreditor Agreement, 12.04 and 12.05 hereofany Junior Priority Intercreditor Agreement or the provisions in this Indenture dealing with Collateral or application of trust proceeds of the Collateral with the effect of releasing the Liens on all or substantially all of the Collateral which secure the Secured Notes Obligations or (B) change or alter the priority of the Liens securing the Secured Notes Obligations in any material portion of the Collateral in any way materially adverse, taken as a whole, to the Holders, other than, in each case, as provided under the terms of this Indenture, the Trustee will join with the Company in the execution of such amended Security Documents, any Equal Priority Intercreditor Agreement 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 Indentureany Junior Priority Intercreditor Agreement. It is not necessary for the The consent of the Holders of Notes is not necessary under this Section 9.02 Indenture to approve the particular form of any proposed amendment, supplement or waiver, but it . It is sufficient if such consent approves the substance thereofof the proposed amendment. A consent to any amendment or waiver under this Indenture by any Holder given in connection with a tender of such Holder’s Notes shall not be rendered invalid by such tender. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will Issuer shall deliver electronically or mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuer to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture amendment, supplement or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company or Guarantors with any provision of this Indenture, the Notes or the Note Guarantees. However, without Without the consent of each affected Holder affectedof Notes, an amendment, supplement amendment or waiver under this Section 9.02 may not (not, with respect to any Notes held by a non-consenting Holder):: (1) reduce the percentage of the aggregate principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions relating to the dates on which the Notes may be redeemed or the redemption price thereof with respect to the redemption of the Notessuch Note; (3) reduce the rate of or change the time for payment of interest, including default interest, interest on any Note; (4) waive a Default or Event of Default in the payment of principal of, premium onof or premium, if any, or interest or Additional Intereston the Notes, 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); (5) make any Note payable in money other than that stated in the Notessuch Note; (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, premium onof or premium, if any, or interest or Additional Interest, if any, on, on the Notes; (7) modify reduce the obligation premium payable upon, or otherwise alter or waive in a manner that would materially adversely affect any Holder the provisions with respect to, the redemption of any Note or change the Company time at which any Note may be redeemed as described under Section 3.07 (other than any change to repurchase Notes pursuant to Section 3.09, 4.10 or 4.14 hereof, after the date of an event giving rise notice periods with respect to such repurchase obligationredemption); (8) release impair the right of any Guarantor from Holder to institute suit for the enforcement of any of its obligations under its Note Guarantee payment on or this Indenture, except in accordance with the terms of this Indenturerespect to such Holder’s Notes; (9) make the Notes (or any change Guarantee) subordinated in right of payment to any other obligations or otherwise modify the preceding amendment and waiver provisionsranking of the Notes in a way that would materially adversely affect the Holder; or (10) make any change to or modify, the ranking of the Notes in respect of right of payment that would adversely affect the Holders of the Notesthese amendment and waiver provisions.

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 IndentureIndenture (including, without limitation, Section 4.08 hereof) and the Notes and the Note Guarantees may be amended or supplemented with the consent of the Holders of at least a majority 50% in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Secondary 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 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 onpremium, if any, or interest or Additional Interest, if any, on, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority 50% in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Secondary Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a the purchase of, or tender offer or exchange offer for, the Notes). Sections 2.08 and 2.09 hereof shall determine which Notes are considered to be “"outstanding” " for purposes of this Section 9.02. Upon the request of the CompanyCompany 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 7.02, 9.06, 12.04 and 12.05 7.02 hereof, the Trustee will shall join with the Company in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture Indenture directly affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental Indenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes (including, without limitation, Secondary Notes, if any) then outstanding voting as a single class may waive compliance in a particular instance by the Company or Guarantors with any provision of this Indenture, the Notes Indenture or the Note GuaranteesNotes. However, without the consent of each Holder affected, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (1a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;, (2b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions relating to the dates on which the Notes may be redeemed or the redemption price thereof with respect to the redemption or repurchase of the Notes;Notes (other than Section 4.07 hereof), (3c) reduce the rate of or change extend the time for payment of interest, including default interest, interest on any Note;, (4d) waive a Default or Event of Default in the payment of principal of, premium onof or premium, if any, or interest or Additional Interest, if any, on, on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration);, (5e) make any Note payable in money other than that stated in the Notes;, (6f) 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, premium on, if any, or interest or Additional Interest, if any, on, the Notes;Defaults, (7g) modify the obligation of the Company waive a redemption or repurchase payment with respect to repurchase Notes pursuant to any Note (other than Section 3.094.07 hereof), 4.10 or 4.14 hereof, after the date of an event giving rise to such repurchase obligation;or (8) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture; (9h) make any change in the preceding foregoing amendment and waiver provisions; or (10) make any change to or modify, the ranking of the Notes in respect of right of payment that would adversely affect the Holders of the Notes.

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 IndentureIndenture (including, without limitation, Sections 3.09, 4.10 and 4.15 hereof) and the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium onor premium, if any, or interest or Additional Interest, if any, on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Sections 2.08 and 2.09 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the CompanyCompany 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 7.02, 9.06, 12.04 and 12.05 7.02 hereof, the Trustee will join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture. It is not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company or Guarantors with any provision of this Indenture, Indenture or the Notes or the Note Guarantees. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of or change the fixed maturity of any Note or alter reduce the premium payable upon the redemption of any Note or waive change the time at which any of the provisions relating to the dates on which the Notes Note may be redeemed or the redemption price thereof (except with respect to the redemption of the Notesrepurchases required by Sections 4.10 and 4.15 hereof); (3) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4) waive a Default or Event of Default in the payment of principal of, premium onor premium, if any, or interest or Additional Interest, if any, on, the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (5) make any Note payable in money other than that stated in the Notes; (6) make any change in the provisions of this Indenture relating to waivers of past Defaults Defaults, Events of Default or the rights of Holders of Notes to receive payments of principal of, premium on, if any, or interest or Additional Interestpremium, if any, on, the Notes; (7) modify the obligation of the Company waive a redemption payment payable with respect to repurchase Notes pursuant to Section 3.09, any Note (other than a payment required by Sections 4.10 or 4.14 4.15 hereof, after the date of an event giving rise to such repurchase obligation); (8) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture;; or (9) make any change in the preceding amendment and waiver provisions; or (10) make . In addition, any change to amendment to, or modifywaiver of, the ranking 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 will require the consent of the Holders of at least 66-2/3% in aggregate principal amount of the Notes in respect of right of payment that would adversely affect the Holders of the Notesthen outstanding.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company Company, the Guarantors and the Trustee may amend this Indenture (including Sections 3.09, 4.08 and 4.11 hereof) or supplement this Indenture, the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium onpremium, if any, or interest or Additional Special Interest, if any, on, the on such Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). Sections 2.08 and 2.09 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the CompanyCompany accompanied by a Board Resolution 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 Sections 7.02, 9.06, 12.04 and 12.05 hereof, the Trustee will shall join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental Indenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereofhereof and except as otherwise provided below in this Section 9.02, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company or Guarantors with any provision of this Indenture, the Notes Indenture or the Note GuaranteesNotes. However, without the consent of each Holder affected, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (1a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions relating to the dates on which the Notes may be redeemed or the redemption price thereof with respect to the redemption of the NotesNotes except as provided above with respect to Sections 3.09, 4.09 and 4.11 hereof and other than notice provisions with respect to any optional redemption by the Company; (3c) reduce the rate of or change the time for payment of interest, including default interest, interest on any Note; (4d) waive a Default or Event of Default in the payment of principal of, premium on, if any, or interest or Additional Interest, if any, on, premium 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); (5e) make any Note payable in money other than that stated in the Notes; (6f) 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, premium on, if any, or interest or Additional Interest, if any, premium on, the Notes; (7g) modify the obligation of the Company to repurchase Notes pursuant to Section 3.09, 4.10 or 4.14 hereof, after the date of an event giving rise to such repurchase obligationa redemption, waive a redemption payment with respect to any Note (other than a payment required by Sections 3.09, 4.08 or 4.11 hereof); (8) h) release any Guarantor from any of its obligations under its Note Subsidiary Guarantee or this Indenture, except in accordance with the terms of this Indenture;; or (9i) make any change in the preceding amendment and waiver provisions; or (10) make any change to or modify, the ranking of the Notes in respect of right of payment that would adversely affect the Holders of the Notes.

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 IndentureIndenture (including Section 3.09, 4.10 and 4.15 hereof) and the Notes and the Note Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a tender offer or exchange offer for, or purchase of, for 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 onpremium, if any, or interest or Additional Interest, if any, on, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for the Notes). Sections 2.08 and 2.09 Without the consent of at least 75% in principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for such Notes), no waiver or amendment to this Indenture may make any change in the provisions of Article 10 hereof shall determine which Notes are considered to be “outstanding” for purposes that adversely affects the rights of this Section 9.02any Holder of Notes. Upon the request of the CompanyCompany 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 7.02, 9.06, 12.04 and 12.05 7.02 hereof, the Trustee will shall join with the Company in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture directly Indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental Indenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company or Guarantors with any provision of this Indenture, the Notes Indenture or the Note GuaranteesNotes. However, without the consent of each Holder affected, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (1a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions relating to the dates on which the Notes may be redeemed or the redemption price thereof with respect to the redemption of the NotesNotes except as provided above with respect to Sections 3.09, 4.10 and 4.15 hereof; (3c) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4d) waive a Default or Event of Default in the payment of principal of, premium onof or premium, if any, or interest or Additional Interest, if any, on, on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (5e) make any Note payable in money other than that stated in the Notes; (6f) 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, premium on, if any, of or interest or Additional Interest, if any, on, on the Notes;; or (7) modify the obligation of the Company to repurchase Notes pursuant to Section 3.09, 4.10 or 4.14 hereof, after the date of an event giving rise to such repurchase obligation; (8) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture; (9g) make any change in Section 6.04 or 6.07 hereof or in the preceding foregoing amendment and waiver provisions; or (10) make any change to or modify, the ranking of the Notes in respect of right of payment that would adversely affect the Holders of the Notes.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, (i) the Company Company, the Guarantors, the Trustee and the Trustee Collateral Agent, as applicable, may amend or supplement this IndentureIndenture (including Sections 3.09, 4.06 and 4.07 hereof), the Note Guarantees, the Notes and the Note Guarantees Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium onpremium, if any, or interest or Additional Interest, if any, on, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or Indenture, the Note Guarantees, the Notes or the Security Documents (as they relate to the Notes and the Note Guarantees Guarantees) may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for the Notes). Sections 2.08 and 2.09 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the CompanyCompany accompanied by a resolution of the Board of Directors of the Company and each of the Guarantors authorizing the execution of any such amendment or supplement to this Indenture or the Security Documents, and upon the filing with the Trustee or the Collateral Agent, as applicable, of evidence reasonably satisfactory to the Trustee or the Collateral Agent, as applicable, 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 7.02, 9.06, 12.04 and 12.05 7.02 hereof, the Trustee will or the Collateral Agent, as applicable, shall join with the Company and each of the Guarantors in the execution of such amended amendment or supplemental indenture supplement unless such amended amendment or supplemental indenture directly supplement affects the Trustee’s or the Collateral Agent’s own rights, duties or immunities under this Indenture Indenture, the Security Documents or otherwise, in which case the Trustee or the Collateral Agent, as applicable, may in its discretion, but will shall not be obligated to, enter into such amended or supplemental Indenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company or Guarantors with any provision of this Indenture, the Notes Indenture or the Note GuaranteesNotes. However, without the consent of each Holder affected, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (1a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions relating to the dates on which the Notes may be redeemed or the redemption price thereof with respect to the redemption of the NotesNotes (other than provisions relating to Sections 3.09, 4.06 and 4.07 hereof); (3c) reduce the rate of or change the time for payment of interest, including default interest, interest on any Note; (4d) waive a Default or Event of Default in the payment of principal of, premium onof or premium, if any, or interest or Additional Interest, if any, on, on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (5e) make any Note Notes payable in money other than that stated in the Notes; (6f) 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, premium onof or premium, if any, or interest or Additional Interest, if any, on, on the Notes; (7g) modify the obligation of the Company waive a redemption payment with respect to repurchase Notes pursuant to Section any Note (other than a payment required by Sections 3.09, 4.10 4.06 or 4.14 hereof, after the date of an event giving rise to such repurchase obligation4.07; (8) h) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, or amend the provisions of this Indenture relating to the release of Guarantors, except as set forth in this Indenture; (i) release all or substantially all of the Collateral from the Liens of the Security Documents otherwise than in accordance with the terms of this Indenture;Indenture or the Security Documents; or (9j) make any change in the preceding amendment and waiver provisions; or (10) make any change to or modify, the ranking of the Notes in respect of right of payment that would adversely affect the Holders of the Notes.

With Consent of Holders of Notes. Except as provided below in this Section 9.028.02, the Company Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Indenture or the Notes and the Note and/or any Subsidiary Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class may be amended or supplemented (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for, Notes) of the holders of at least a majority in aggregate principal amount of Outstanding Notes affected by such modifications or purchase of, the Notes), amendments; and, subject to Sections 6.04 and 6.07 hereofSection 7.06 of the Base Indenture, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium onpremium, if any, or interest or Additional Interest, if any, on, 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 Indenture, the Notes or the Note Subsidiary Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). Sections 2.08 and 2.09 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. Upon the written request of the CompanyCompany 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 any document requested by it pursuant to Section 11.02(e) of the documents described in Section 7.02, 9.06, 12.04 and 12.05 hereofBase Indenture, the Trustee will shall join with the Company and the Guarantors in the execution of such amended or supplemental indenture Indenture and to make any further appropriate agreements and stipulations that may be therein contained, unless such amended or supplemental indenture Indenture directly affects the Trustee’s own rights, duties or immunities under this the Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental Indenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 8.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 8.02 becomes effective, the Company will shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver. Subject to Sections 6.04 and 6.07 hereofSection 7.06, the Holders of a majority in aggregate principal amount of the Notes then outstanding Outstanding voting as a single class may waive compliance in a particular instance by the Company or and/or the Guarantors with any provision of this Indenture, the Notes or the Note Subsidiary Guarantees. However, without the consent of each Holder affected, an amendment, supplement amendment or waiver under this Section 9.02 8.02 may not (with respect to any Notes held by a non-consenting Holder): (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions relating to the dates on which the Notes may be redeemed or the redemption price thereof with respect to the redemption of Notes (other than provisions relating to the Notescovenants described in Section 4.01 of this Supplemental Indenture); (3) reduce the rate of or change the time for payment of interest, including default interest, interest on any Note; (4) waive a Default or Event of Default in the payment of principal of, premium on, if any, or of and interest or Additional Interest, if any, on, on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Outstanding Notes and a waiver of the payment default that resulted from such acceleration); (5) make any Note payable in money other than that stated in the Notes; (6) make any change in the provisions of this the Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, premium on, if any, of or interest or Additional Interest, if any, on, on the Notes; (7) modify the obligation waive a redemption payment with respect to any Note (other than a payment required by one of the Company to repurchase Notes pursuant to covenants described in Section 3.09, 4.10 or 4.14 hereof, after the date 4.01 of an event giving rise to such repurchase obligationthis Supplemental Indenture); (8) release make any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except change in accordance with the terms of this Indentureforegoing amendment and waiver provisions; (9) make any change in modify, without the preceding amendment and waiver provisionswritten consent of the Trustee, the rights, duties or immunities of the Trustee; or (10) make release any change to or modifyGuarantor that is a Significant Subsidiary from its Subsidiary Guarantee, except as provided in the ranking of the Notes in respect of right of payment that would adversely affect the Holders of the NotesIndenture.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company Issuers, the Guarantors and the Trustee may amend or supplement this IndentureIndenture (including without limitation, Section 4.10 and Section 4.15 hereof), the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Sections 2.08 and 2.09 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the CompanyCompany accompanied by a Board Resolution 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 7.02, 9.06, 12.04 and 12.05 7.02 hereof, the Trustee will join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indentureindenture. 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 amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company or Guarantors with any provision of this Indenture, the Notes or the Note Guarantees. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (1) reduce change the Stated Maturity of the principal amount of, or any installment of Notes whose Holders must consent to an amendmentinterest on, supplement or waiverany Note; (2) reduce the principal of amount of, or change the fixed maturity of premium, if any, or interest on, any Note or alter or waive any of the provisions relating to the dates on which the Notes may be redeemed or the redemption price thereof with respect to the redemption of the NotesNote; (3) reduce the rate of or change the time for place of payment of interestprincipal of, including default interestor premium, on if any, or interest on, any Note; (4) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note; (5) reduce the above-stated percentages of outstanding Notes the consent of whose holders is necessary to modify or amend this Indenture; (6) waive a Default or Event of Default default in the payment of principal of, premium onpremium, if any, or interest or Additional Interest, if any, on, the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (5) make any Note payable in money other than that stated in the Notes; (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, premium on, if any, or interest or Additional Interest, if any, on, on the Notes; (7) modify the obligation of the Company to repurchase Notes pursuant to Section 3.09, 4.10 or 4.14 hereof, after the date of an event giving rise to such repurchase obligation; (8) voluntarily release any a Guarantor from any of its obligations under its Note Guarantee or this Indenture, except other than in accordance with the terms of this Indenture; (9) make any change in 8) after the preceding amendment time an Offer to Purchase is required to have been made pursuant to Section 4.10 and waiver provisionsSection 4.15 hereof, reduce the purchase amount or price or extend the latest expiration date or purchase date thereunder; or (109) make any change to reduce the percentage or modify, aggregate principal amount of outstanding Notes the ranking consent of the Notes in respect whose Holders is necessary for waiver of right compliance with certain provisions of payment that would adversely affect the Holders this Indenture or for waiver of the Notescertain defaults.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company Issuers, the Subsidiary Guarantors and the Trustee may amend or supplement this IndentureIndenture (including without limitation, Section 4.09 and Section 4.13 hereof), the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Sections 2.08 and 2.09 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the CompanyIssuers accompanied by a Board Resolution 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 7.02, 9.06, 12.04 Sections 7.02 and 12.05 9.05 hereof, the Trustee will shall join with the Company Issuers and the Subsidiary Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indentureindenture. It is not 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, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will Issuers shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuers to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company or Guarantors with any provision of this Indenture, the Notes or the Note Guarantees. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (1) reduce change the Stated Maturity of the principal amount of, or any installment of Notes whose Holders must consent to an amendmentinterest on, supplement or waiverany Note; (2) reduce the principal of amount of, or change the fixed maturity of premium, if any, or interest on, any Note or alter or waive any of the provisions relating to the dates on which the Notes may be redeemed or the redemption price thereof with respect to the redemption of the NotesNote; (3) reduce the rate of or change the time for place of payment of interestprincipal of, including default interestor premium, on if any, or interest on, any Note; (4) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note; (5) reduce the above-stated percentages of outstanding Notes the consent of whose holders is necessary to modify or amend this Indenture; (6) waive a Default or Event of Default default in the payment of principal of, premium onpremium, if any, or interest or Additional Interest, if any, on, the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (5) make any Note payable in money other than that stated in the Notes; (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, premium on, if any, or interest or Additional Interest, if any, on, on the Notes; (7) modify the obligation of the Company to repurchase Notes pursuant to Section 3.09, 4.10 or 4.14 hereof, after the date of an event giving rise to such repurchase obligation; (8) voluntarily release any a Subsidiary Guarantor from any of its obligations under its Note Guarantee or this Indenture, except other than in accordance with the terms of this Indenture; (9) make any change in 8) after the preceding amendment time an Offer to Purchase is required to have been made pursuant to Section 4.09 and waiver provisionsSection 4.13 hereof, reduce the purchase amount or price or extend the latest expiration date or purchase date thereunder; or (109) make any change to reduce the percentage or modify, aggregate principal amount of outstanding Notes the ranking consent of the Notes in respect whose Holders is necessary for waiver of right compliance with certain provisions of payment that would adversely affect the Holders this Indenture or for waiver of the Notescertain defaults.

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 IndentureIndenture (including Section 3.09, 4.10 and 4.15 hereof) and the Notes and the Note Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a tender offer or exchange offer for, or purchase of, for 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 onpremium, if any, or interest or Additional Interest, if any, on, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for the Notes). Sections 2.08 and 2.09 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the CompanyCompany 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 7.02, 9.06, 12.04 and 12.05 7.02(b) hereof, the Trustee will shall join with the Company in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture directly Indenture, by its express terms, affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental Indenture. 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 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 180 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. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company or Guarantors with any provision of this Indenture, the Notes Indenture or the Note GuaranteesNotes. However, without the consent of each Holder affected, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (1a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions relating to the dates on which the Notes may be redeemed or the redemption price thereof with respect to the redemption of the NotesNotes except as provided above with respect to Sections 4.10 and 4.15 hereof; (3c) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4d) waive a Default or Event of Default in the payment of principal of, premium onof or premium, if any, or interest or Additional InterestLiquidated Damages, if any, on, on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (5e) make any Note payable in money other than that stated in the Notes; (6f) 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, premium on, if any, or interest or Additional Interest, if any, on, premium or Liquidated Damages on the Notes; (7g) modify the obligation of the Company waive a redemption payment with respect to repurchase Notes pursuant to Section 3.09, any Note (other than a payment required by Sections 4.10 or 4.14 and 4.15 hereof, after the date of an event giving rise to such repurchase obligation); (8) h) release any Guarantor from any of its obligations under its Note Subsidiary Guarantee or this Indenture, except in accordance with the terms of this Indenture;; or (9i) make any change in the preceding foregoing amendment and waiver provisions; or (10) make any change to or modify, the ranking of the Notes in respect of right of payment that would adversely affect the Holders of the Notes.

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, Indenture and the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (includingNotes, without limitation, including Additional Notes, if any) , then outstanding voting as a single class (including, without limitation, including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium onpremium, if any, or interest or Additional Interest, if any, on, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (includingNotes, without limitation, including Additional Notes, if any) , voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Sections 2.08 and 2.09 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the CompanyCompany accompanied by a Board Resolution 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 7.02, 9.06, 12.04 and 12.05 7.02 hereof, the Trustee will shall join with the Company in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture Indenture directly affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental Indenture. 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 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 90 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 is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will shall mail to the Holders of Notes affected thereby to such Holder's address appearing in the Security Register a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes Notes, including Additional Notes, if any, then outstanding voting as a single class may waive compliance in a particular instance by the Company or Guarantors with any provision of this Indenture, the Notes Indenture or the Note GuaranteesNotes. However, without Without the consent of each Holder affectedHolder, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):not: (1a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;, (2b) reduce the rate of or extend the time for payment of interest or Additional Interest on any Note, (c) reduce the principal of or change extend the fixed maturity Stated Maturity of any Note or alter or waive any of the provisions relating to the dates on which the Notes may be redeemed or the redemption price thereof with respect to the redemption of the Notes;Note, (3) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4) waive a Default or Event of Default in the payment of principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (5d) make any Note payable in money other than that stated in the Notes;Note, (6e) make impair the right of any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes Holder to receive payments payment of principal of, premium on, if any, or of and interest or Additional Interest, if any, on, 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;, (7f) modify subordinate the Notes to any other obligation of the Company to repurchase Notes Company, (g) release any security interest that may have been granted in favor of the Holders other than pursuant to Section 3.09, 4.10 or 4.14 hereof, after the date of an event giving rise to such repurchase obligation; (8) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture;such security interest, or (9h) make any change in the preceding amendment and waiver waived provisions; or (10) make any change to or modify, the ranking of the Notes in respect of right of payment that would adversely affect the Holders of the Notes.

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 IndentureIndenture (including, without limitation, Section 3.09, 4.10 and 4.15 hereof) and the Notes and the Note Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium onpremium, if any, on, or interest or Additional Special Interest, if any, on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (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). Sections 2.08 and 2.09 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the CompanyCompany 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 7.027.02 hereof, subject to Section 9.06, 12.04 and 12.05 hereof, the Trustee will join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indentureindenture. It is not 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, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail (or when the Notes are represented by Global Notes, send electronically pursuant to the applicable procedures of the DTC) to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail send such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture amendment, supplement or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company or Guarantors with any provision of this Indenture, the Notes or the Note Guarantees. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (1) reduce the principal amount of Notes whose Holders holders must consent to an amendment, supplement or waiver; (2) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions relating to the dates on which the Notes may be redeemed or the redemption price thereof with respect to the redemption or repurchase of the NotesNotes (except those provisions relating to Section 4.10 or Section 4.15); (3) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4) waive a Default or Event of Default in the payment of principal of, premium on, if any, or interest or Additional Special Interest, if any, on, the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (5) make any Note payable in money other than that stated in the Notes; (6) make any change in the provisions of this Indenture hereof relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, premium onpremium, if any, on, or interest or Additional Special Interest, if any, on, the NotesNotes (other than as permitted by clause (7) below); (7) modify the obligation of the Company waive a redemption or repurchase payment with respect to repurchase Notes pursuant to any Note (other than a payment required by Section 3.09, 4.10 or 4.14 hereof, after the date of an event giving rise to such repurchase obligationSection 4.15); (8) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture;hereof; or (9) make any change in the preceding amendment amendment, supplement and waiver provisions; or (10) make any change to or modify, the ranking of the Notes in respect of right of payment that would adversely affect the Holders of the Notes.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company Company, a Subsidiary Guarantor (with respect to a Subsidiary Guarantee or the Indenture to which it is a party) and the Trustee may amend or supplement this Indenture, the Notes and or the Note Subsidiary Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, or interest or Additional Interest, if any, on, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, for the Notes). Sections 2.08 and 2.09 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the CompanyCompany accompanied by a resolution of the Board of Directors of the Company or a Subsidiary Guarantor, as applicable, 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 7.02, 9.06, 12.04 and 12.05 7.02 hereof, the Trustee will shall join with the Company or such Subsidiary Guarantor in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture directly Indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental Indenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company or Guarantors with any provision of this Indenture, the Notes Indenture or the Note GuaranteesNotes. However, without the consent of each Holder affected, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (1a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions relating to the dates on which the Notes may be redeemed or the redemption price thereof with respect to the redemption of the NotesNotes (other than provisions relating to Sections 3.09, 4.10 and 4.15 hereof); (3c) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4d) waive a Default or Event of Default in the payment of principal of, premium onof or interest or premium, if any, or interest or Additional Interest, if any, on, on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (5e) make any Note payable in money other than that stated in the Notes; (6f) 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, premium onof or interest or premium, if any, or interest or Additional Interest, if any, on, on the Notes; (7g) modify waive a redemption payment with respect to any Note (other than a payment required by the obligation provisions of the Company to repurchase Notes pursuant to Section 3.09, 4.10 or 4.14 4.15 hereof, after the date of an event giving rise to such repurchase obligation); (8) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture; (9h) make any change in Section 6.04 or 6.07 hereof or in the preceding foregoing amendment and waiver provisions; or (10i) except as provided in Article 8 hereof or otherwise in accordance with the terms of this Indenture or any Subsidiary Guarantee, release a Subsidiary Guarantor from its obligations under its Subsidiary Guarantee or make any change to or modify, the ranking of the Notes in respect of right of payment a Subsidiary Guarantee that would adversely affect the Holders of the Notes.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company Company, the Parent Guarantor, the Subsidiary Guarantors and the Trustee may amend or supplement this IndentureIndenture (including Section 3.09, 4.10 and 4.14 hereof), the Notes and or the Note Indenture Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, 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 onor Liquidated Damages, if any, or interest or Additional Interest, if any, on, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or Indenture, the Notes or the Note Indenture Guarantees 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 Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Sections 2.08 and 2.09 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the Company, the Parent Guarantor and the Subsidiary Guarantors accompanied by a resolution of each of their Boards of Directors authorizing the execution of any such amended or supplemental Indenture or Indenture Guarantee, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, if necessary, and upon receipt by the Trustee of the documents described in Section 7.02, 9.06, 12.04 and 12.05 7.02 hereof, the Trustee will join with the Company Company, the Parent Guarantor and the Subsidiary Guarantors in the execution of such amended or supplemental indenture Indenture or Indenture Guarantee unless such amended or supplemental indenture Indenture or Indenture Guarantee directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental IndentureIndenture or Indenture Guarantee. It is will not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is will be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class may waive compliance in a particular instance by the Company or Guarantors with any provision of this Indenture, Indenture or the Notes or the Note Indenture Guarantees. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (1a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2b) reduce the principal amount of or change the fixed maturity of any Note or alter or waive any of the provisions relating to the dates on which the Notes may be redeemed or the redemption price thereof with respect to the redemption of the NotesNotes (except as provided above with respect to Sections 3.09, 4.10 and 4.14 hereof); (3c) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4d) waive a Default or Event of Default in the payment of principal of, or premium onor Liquidated Damages, if any, or interest or Additional Interest, if any, on, the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) and a waiver of the payment default that resulted from such acceleration); (5e) make any Note payable in money other than that stated in the Notes; (6f) 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, of or interest or premium onor Liquidated Damages, if any, or interest or Additional Interest, if any, on, on the Notes; (7g) modify the obligation of the Company waive a redemption payment with respect to repurchase Notes pursuant to Section any Note (other than a payment required by Sections 3.09, 4.10 or and 4.14 hereof, after the date of an event giving rise to such repurchase obligation); (8) h) release any Guarantor from any of its obligations Obligations under this Indenture or its Note Indenture Guarantee or this Indenture, except as in accordance with the terms of this Indenture;; or (9i) make any change in Section 6.04 or 6.07 hereof or in the preceding foregoing amendment and waiver provisions; or (10) make any change to or modify, the ranking of the Notes in respect of right of payment that would adversely affect the Holders of the Notes.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company Issuers, the Subsidiary Guarantors and the Trustee may amend or supplement this IndentureIndenture (including without limitation, Section 4.09 and Section 4.13 hereof), the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Sections 2.08 and 2.09 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the CompanyIssuers accompanied by a Board Resolution 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 7.02, 9.06, 12.04 Sections 7.02 and 12.05 9.06 hereof, the Trustee will shall join with the Company Issuers and the Subsidiary Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indentureindenture. It is not 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, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail Issuers shall deliver to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuers to mail deliver such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company or Guarantors with any provision of this Indenture, the Notes or the Note Guarantees. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (1) reduce change the Stated Maturity of the principal amount of, or any installment of Notes whose Holders must consent to an amendmentinterest on, supplement or waiverany Note; (2) reduce the principal of amount of, or change the fixed maturity of premium, if any, or interest on, any Note or alter or waive any of the provisions relating to the dates on which the Notes may be redeemed or the redemption price thereof with respect to the redemption of the NotesNote; (3) reduce the rate of or change the time for place of payment of interestprincipal of, including default interestor premium, on if any, or interest on, any Note; (4) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note; (5) reduce the above-stated percentages of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (6) waive a Default or Event of Default default in the payment of principal of, premium onpremium, if any, or interest or Additional Interest, if any, on, the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (5) make any Note payable in money other than that stated in the Notes; (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, premium on, if any, or interest or Additional Interest, if any, on, on the Notes; (7) modify the obligation of the Company to repurchase Notes pursuant to Section 3.09, 4.10 or 4.14 hereof, after the date of an event giving rise to such repurchase obligation; (8) voluntarily release any a Subsidiary Guarantor from any of its obligations under its Note Guarantee or this Indenture, except other than in accordance with the terms of this Indenture; (9) make any change in 8) after the preceding amendment time an Offer to Purchase is required to have been made pursuant to Section 4.09 and waiver provisionsSection 4.13 hereof, reduce the purchase amount or price or extend the latest expiration date or purchase date thereunder; or (109) make any change to reduce the percentage or modify, aggregate principal amount of outstanding Notes the ranking consent of the Notes in respect whose Holders is necessary for waiver of right compliance with certain provisions of payment that would adversely affect the Holders this Indenture or for waiver of the Notescertain defaults.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company Issuer and the Trustee may amend or supplement this Indenture, the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, including Additional Notes, if any) then outstanding voting as a single class (includingclass, 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 on, if any, or interest or Additional Interest, if any, on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes, and, subject to Sections 6.04 and 6.07 hereof, any existing Default (other than a Default in the payment of the principal of, premium and Special Interest, if any, or interest on the Notes), except a payment default resulting from an acceleration that has been rescinded) or Event of Default or compliance with any provision of this Indenture, the Notes or the Guarantees 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) voting as a single class, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes, in each case other than Notes beneficially owned by the Issuer or its Affiliates. Sections Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the CompanyIssuer 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 7.02, 9.06, Sections 7.02 and 12.04 and 12.05 hereof, the Trustee will shall join with the Company Issuer in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental Indentureindenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will Issuer shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuer to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company or Guarantors with any provision of this Indenture, the Notes or the Note Guarantees. However, without Without the consent of each affected Holder affectedof Notes, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of or change the fixed final maturity of any such Note or alter or waive any of the provisions relating to the dates on which the Notes may be redeemed or the redemption price thereof with respect to the redemption of such Notes (other than provisions relating to Section 3.09, Section 4.10 and Section 4.14 hereof to the extent that any such amendment or waiver does not have the effect of reducing the principal of or changing the fixed final maturity of any such Note or altering or waiving the provisions with respect to the redemption of such Notes); (3) reduce the applicable rate of or change the applicable time for payment of interest, including default interest, interest on any Note; (4) waive a Default or Event of Default in the payment of principal of, premium onof or premium, if any, or interest or Additional Interest, if any, on, 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 then outstanding Notes and a waiver of the payment default that resulted from such acceleration), or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders; (5) make any Note payable in money currency other than that stated in the Notestherein; (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, premium onof or premium, if any, or interest or Additional Interest, if any, on, on the Notes; (7) modify the obligation of the Company to repurchase Notes pursuant to Section 3.09, 4.10 or 4.14 hereof, after the date of an event giving rise to such repurchase obligationmake any change in these amendment and waiver provisions; (8) release impair the right of any Guarantor from 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 of its obligations under its Note Guarantee payment on or this Indenture, except in accordance with the terms of this Indenturerespect to such Holder’s Notes; (9) make any change in to the preceding amendment and waiver provisionsranking provisions of this Indenture or the Notes that would adversely affect the Holders; or (10) make except as expressly permitted by this Indenture, modify the Guarantees of any change Significant Subsidiary (or any group of Subsidiaries that together would constitute a Significant Subsidiary) in any manner adverse to or modify, the ranking of the Notes in respect of right of payment that would adversely affect the Holders of the Notes.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company Issuer and the Trustee may amend or supplement this Indenture, any related Guarantee and the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, including Additional Notes, if any) then outstanding voting as a single class (class, including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium onand Additional Interest, if any, or interest or Additional Interest, if any, on, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture Indenture, the Guarantees or the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, including Additional Notes, if any) voting as a single class (includingclass, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes, in each case other than Notes beneficially owned by the Notes)Issuer or its Affiliates. Sections Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the CompanyIssuer 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 7.02, 9.06, 12.04 and 12.05 7.02 hereof, the Trustee will shall join with the Company Issuer in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental Indentureindenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will Issuer shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuer to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company or Guarantors with any provision of this Indenture, the Notes or the Note Guarantees. However, without Without the consent of each affected Holder affectedof Notes, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of or change the fixed final maturity of any such Note or alter or waive any of the provisions relating to the dates on which the Notes may be redeemed or the redemption price thereof with respect to the redemption of such Notes (other than provisions relating to Section 3.09, Section 4.10 and Section 4.14 hereof to the extent that any such amendment or waiver does not have the effect of reducing the principal of or changing the fixed final maturity of any such Note or altering or waiving the provisions with respect to the redemption of such Notes); (3) reduce the rate of or change the time for payment of interest, including default interest, interest on any Note; (4) waive a Default or Event of Default in the payment of principal of, premium onof or premium, if any, or interest or Additional Intereston the Notes, 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), 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; (5) make any Note payable in money other than that stated in the Notestherein; (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, premium onof or premium, if any, or interest or Additional Interest, if any, on, on the Notes; (7) modify the obligation of the Company to repurchase Notes pursuant to Section 3.09, 4.10 or 4.14 hereof, after the date of an event giving rise to such repurchase obligationmake any change in these amendment and waiver provisions; (8) release impair the right of any Guarantor from 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 of its obligations under its Note Guarantee payment on or this Indenture, except in accordance with the terms of this Indenturerespect to such Holder’s Notes; (9) make any change in to or modify the preceding amendment and waiver provisionsranking of this Indenture or the Notes that would adversely affect the Holders; or (10) make except as expressly permitted by this Indenture, modify the Guarantee of any change Significant Subsidiary (or any group of Subsidiaries that together would constitute a Significant Subsidiary) in any manner adverse to or modify, the ranking of the Notes in respect of right of payment that would adversely affect the Holders of the NotesHolders.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company Issuer, Holdings (with respect to the Holdings Guarantee or this Indenture), Intermediate Holdings (with respect to the Intermediate Holdings Guarantee or this Indenture), any Note Guarantor (with respect to its Note Guarantee or this Indenture), the Trustee and the Trustee Collateral Agent may amend or supplement this Indenture, any Note Guarantee, the Holdings Guarantee, the Intermediate Holdings Guarantee and the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, including Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and, subject to Sections 6.02 and 6.04 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium 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, the Holdings Guarantee, the Intermediate Holdings Guarantee 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) voting as a single class (including consents obtained in connection with the purchase of, or tender offer or exchange offer for, Notes). Sections 2.08 and 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the CompanyIssuer 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 and Collateral Agent of evidence reasonably satisfactory to the Trustee and Collateral Agent 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, 12.04 and 12.05 7.02 hereof, the Trustee will and the Collateral Agent shall join with the Company Issuer, the Note Guarantors, Holdings and Intermediate Holdings in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s or the Collateral Agent’s own rights, duties or immunities under this Indenture or otherwise, in which case each of the Trustee and Collateral Agent may in its discretion, but will shall not be obligated to, enter into such amended or supplemental Indentureindenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will Issuer shall mail or electronically transmit to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuer to mail or electronically transmit such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company or Guarantors with any provision of this Indenture, the Notes or the Note Guarantees. However, without Without the consent of each affected Holder affectedof Notes, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of or change the fixed maturity Stated Maturity of any such Note, reduce the premium payable upon redemption or repurchase of any Note or alter or waive change the time at which any of the provisions relating to the dates on which the Notes Note may be redeemed or under Section 3.07 hereof (other than the redemption price thereof with respect notice periods relating to the an optional redemption of the Notes, so long as such notice periods comply with DTC’s procedures); (3) reduce the rate of or change the time for payment of interest, including default interest, interest on any Note; (4) waive a Default or Event of Default in the payment of principal of, premium onpremium, if any, or interest or Additional Intereston the Notes, 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 with respect to a non payment default and a waiver of the payment default that resulted from such acceleration), or in respect of a covenant or provision contained in this Indenture or any Note Guarantee that cannot be amended or modified without the consent of all Holders; (5) make any Note payable in money other than that stated in the Notestherein; (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, premium onpremium, if any, or interest or Additional Interest, if any, on, on the Notes; (7) modify the obligation of the Company to repurchase Notes pursuant to Section 3.09, 4.10 or 4.14 hereof, after the date of an event giving rise to such repurchase obligationmake any change in these amendment and waiver provisions; (8) release impair the right of any Guarantor from Holder to receive payment of principal of, premium, if any, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any of its obligations under its Note Guarantee payment on or this Indenture, except in accordance with the terms of this Indenturerespect to such Holder’s Notes; (9) make expressly subordinate the Notes, the Intermediate Holdings Guarantee or any change Note Guarantees to any other Indebtedness of the Issuer, Intermediate Holdings or any Note Guarantor; (10) except as expressly permitted by this Indenture, modify the Intermediate Holdings Guarantee or the Note Guarantees of any Significant Subsidiary or the Note Guarantees or any group of Restricted Subsidiaries that, taken together as of the date of the amendment or waiver, would constitute a Significant Subsidiary in any manner adverse to the preceding amendment and waiver provisionsHolders of the Notes; or (1011) make any change to or modifymodify the provisions of this Indenture, the ranking Collateral Documents or the Intercreditor Agreements (except as expressly permitted therein) dealing with the application of proceeds of the Notes Collateral in respect of right of payment any manner that would adversely affect the Holders of the Notes in any material respect. In addition, without the consent of Holders of sixty-six and two-thirds percent (66 2/3%) in aggregate principal amount of the Notes outstanding, no amendment, supplement or wavier may modify any Collateral Document or the provisions in this Indenture dealing with the Collateral Documents or application of trust moneys in any matter, taken as a whole, materially adverse to the Holders or otherwise release all or substantially all of the Collateral from the Liens securing the Notes, in each case, other than in accordance with this Indenture, the Collateral Documents or the Intercreditor Agreements.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company Issuer and the Trustee may amend or supplement this Indenture, any Guarantee, the Security Documents and the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (includingoutstanding, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default Notes beneficially owned by the Issuer or Event any of Default in the payment of the principal ofits Affiliates, premium on, if any, or interest or Additional Interest, if any, on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes, and any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes issued thereunder may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes, other than Notes beneficially owned by the Issuer or any of its Affiliates (including consents obtained in connection with a purchase of or tender offer or exchange offer for such Notes). Sections 2.08 and 2.09 hereof shall determine Notwithstanding the foregoing, without the consent of the Holders of at least 66-2/3% in aggregate principal amount of the Notes then outstanding, no amendment or waiver may (A) make any change in any Security Document or the provisions in this Indenture dealing with Collateral or application of trust proceeds of the Collateral with the effect of releasing the Liens on all or substantially all of the Collateral which secure the Obligations in respect of the Notes are considered or (B) change or alter the priority of the Liens securing the Obligations in respect of the Notes in any material portion of the Collateral in any way materially adverse, taken as a whole, to be “outstanding” for purposes the Holders, other than, in each case, as provided under the terms of this Section 9.02Indenture, the Security Documents, the First Lien Intercreditor Agreement or the ABL Intercreditor Agreement. Upon the request of the CompanyIssuer accompanied by a resolution of the 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 7.02, 9.06, 12.04 and 12.05 hereof7.02(b) hereof (to the extent requested by the Trustee), the Trustee will shall join with the Company Issuer and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental Indentureindenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will Issuer shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuer to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company or Guarantors with any provision of this Indenture, the Notes or the Note Guarantees. However, without Without the consent of each affected Holder affectedof Notes, an amendment, supplement amendment or waiver under this Section 9.02 may not (not, with respect to any Notes held by a non-consenting Holder):: (1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal amount of or change the fixed final maturity of any such Note or alter reduce the premium payable upon the redemption of such Note or waive any change the time (except those providing when notice of the provisions relating redemption is to be provided to the dates on Trustee or Holders) at which the any Notes may be redeemed or the redemption price thereof with respect (in each case other than provisions relating to the redemption of the NotesSections 3.09, 4.10 and 4.14 hereof); (3) reduce the rate of or change the time for payment of interest, including default interest, interest on any Note; (4) waive a Default or Event of Default in the payment of principal of, premium onof or premium, if any, or interest or Additional Interest, if any, on, on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration)) or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all affected Holders; (5) make any Note payable in money other than that stated in the Notestherein; (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, premium onof or premium, if any, or interest or Additional Interest, if any, on, on the Notes; (7) modify the obligation make any change to this paragraph of the Company to repurchase Notes pursuant to this Section 3.09, 4.10 or 4.14 hereof, after the date of an event giving rise to such repurchase obligation9.02; (8) release impair the right of any Guarantor from Holder to receive payment of principal of, or interest on such Xxxxxx’s Notes on or after the due dates therefor or to institute suit for the enforcement of any of its obligations under its Note Guarantee payment on or this Indenture, except in accordance with the terms of this Indenturerespect to such Xxxxxx’s Notes; (9) make any change in the preceding amendment and waiver provisions; or (10) make any change to or modify, the ranking of the Notes in respect of right of payment that would adversely affect the Holders; (10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Party in any manner adverse to the Holders of the Notes; or (11) after the Issuer’s obligation to purchase Notes arises thereunder, amend, change or modify in any respect materially adverse to the Holders of the Notes the obligations of the Issuer to make and consummate a Change of Control Offer in the event of a Change of Control or make and consummate an Asset Sale Offer or Collateral Asset Sale Offer with respect to any Asset Sale that has been consummated or, after such Change of Control has occurred or such Asset Sale has been consummated, modify any of the provisions or definitions with respect thereto in a manner that is materially adverse to the Holders of the Notes. Notwithstanding anything in this Indenture to the contrary, no amendment or supplement to this Indenture or the Notes that modifies or waives the specific rights or obligations of any Agent may be made without the consent of such Agent (it being understood that the Trustee’s execution of any such amendment or supplement shall constitute such consent if the Trustee is then also acting as such Agent).

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, the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, or interest or Additional Interestinterest, if any, on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). Sections 2.08 and 2.09 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the Company, 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 7.02, 9.06, 12.04 and 12.05 hereof, the Trustee will join with the Company in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental 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 amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company or Guarantors with any provision of this Indenture, the Notes or the Note Guarantees. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions relating to the dates on which the Notes may be redeemed or the redemption price thereof with respect to the redemption of the Notes; (3) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4) waive a Default or Event of Default in the payment of principal of, premium on, if any, or interest or Additional Interestinterest, 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); (5) make any Note payable in money other than that stated in the Notes; (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or impair the rights right of Holders any Holder to institute suit for the enforcement of Notes to receive payments any payment of principal of, premium on, if any, of and interest on such Holder’s Notes on or interest or Additional Interest, if any, on, after the Notesdue dates therefor; (7) modify the obligation of the Company to repurchase Notes pursuant to Section 3.09, 4.10 or 4.14 hereof, after the date of an event giving rise to such repurchase obligation; (8) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture; (9) make any change in the preceding amendment and waiver provisions; or (10) make any change to or modify, the ranking of the Notes in respect of right of payment that would adversely affect the Holders of the Notes.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company Company, the Guarantors and the Trustee may amend or supplement this IndentureIndenture (including Section 4.14 hereof), the Notes Note Guarantees, the Collateral Documents, the Intercreditor Agreement, and the Note Guarantees Notes with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, including consents obtained in connection with a 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 onpremium, if any, or interest or Additional Interest, if any, on, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture Indenture, the Collateral Documents, the Intercreditor Agreement, the Note Guarantees or the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, including Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Sections 2.08 and 2.09 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the CompanyCompany 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 7.02, 9.06, 12.04 and 12.05 7.02 hereof, the Trustee will shall join with the Company in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture Indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental Indenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver. Subject to Sections 6.04 and 6.07 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 or Guarantors with any provision of this Indenture, the Notes Collateral Documents, the Intercreditor Agreement, or the Note GuaranteesNotes. However, without the consent of each Holder affected, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (1a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions relating to the dates on which the Notes may be redeemed or the redemption price thereof with respect to the redemption of the NotesNotes except as provided above with respect to Section 4.14 hereof; (3c) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4d) waive a Default or Event of Default in the payment of principal of, premium onof or premium, if any, or interest or Additional Interest, if any, on, on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) and a waiver of the payment default that resulted from such acceleration); (5e) make any Note payable in money other than that stated in the Notes; (6f) 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, premium onof or premium, if any, or interest or Additional Interest, if any, on, on the Notes; (7g) modify the obligation of the Company waive a redemption payment with respect to repurchase Notes pursuant to any Note (other than a payment required by Section 3.09, 4.10 or 4.14 hereof, after the date of an event giving rise to such repurchase obligation); (8) h) make any change in the foregoing amendment and waiver provisions; (i) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture; (9) make any change in the preceding amendment and waiver provisions; or (10j) make any change to effect a release of all or modifysubstantially all of the Collateral from the Lien under the Intercreditor Agreement other than in accordance with the Indenture, the ranking Collateral Documents or the Intercreditor Agreement. In addition, any amendment to Section 4.14 shall require the consent of the Holders of at least 66 2/3% in aggregate principal amount of the Notes in respect of right of payment that then outstanding if such amendment would adversely affect the rights of Holders of the Notes.

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 IndentureIndenture (including Section 4.15), the Notes and the Note Subsidiary Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal ofof or premium, premium onif any, Additional Interest, if any, or interest or Additional Interest, if any, on, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or Indenture, the Notes or the Note Subsidiary Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Sections 2.08 and 2.09 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. Upon Subject to Section 9.06, upon the request of the CompanyCompany 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 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 7.02, 9.06, 12.04 and 12.05 hereof, the Trustee will shall join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental Indentureindenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company or Guarantors with any provision of this Indenture, the Notes or the Note Guarantees. However, without the consent of each Holder affected, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (1a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions relating to the dates on which the Notes may be redeemed or the redemption price thereof with respect to the redemption of the Notes; (3c) reduce the rate of or change the time for payment of interest, including default interest, interest on any Note; (4d) waive a Default or Event of Default in the payment of principal of, premium on, if any, or interest or premium, or Additional Interest, if any, on, on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (5e) make any Note payable in money currency other than that stated in the Notes; (6f) 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, premium on, if any, or interest or premium or Additional Interest, if any, on, on the Notes; (7g) modify the obligation of the Company waive a redemption payment with respect to repurchase Notes pursuant to Section 3.09, 4.10 or 4.14 hereof, after the date of an event giving rise to such repurchase obligationany Note; (8) h) 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; (i) release any Guarantor from any of its obligations Obligations under its Note Subsidiary Guarantee or this Indenture, except in accordance with the terms of this Indenture;; or (9j) make any change in the preceding foregoing amendment and waiver provisions; or . For avoidance of doubt, clauses (10b) make any change to or modify, the ranking and (g) of the Notes in respect foregoing paragraph do not apply to Section 4.15, provisions related thereto and payments required thereunder; provided that Section 4.15, provisions related thereto and payments required thereunder shall be governed by the first paragraph of right of payment that would adversely affect the Holders of the Notesthis Section 9.02.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company Company, the Guarantors and the Trustee may amend or supplement this Indenture, Indenture and the Notes and the Note Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (includingoutstanding, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium onor Liquidated Damages, if any, or interest or Additional Interest, if any, on, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for the Notes). Sections 2.08 and 2.09 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the CompanyCompany 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 7.02, 9.06, 12.04 and 12.05 9.06 hereof, the Trustee will shall join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental Indentureindenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding outstanding, voting as a single class class, may waive compliance in a particular instance by the Company or Guarantors any Guarantor with any provision of this Indenture, the Notes or the Note Guarantees, as applicable. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (1a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions relating to the dates on which the Notes may be redeemed or the redemption price thereof with respect to the redemption of the NotesNotes (other than the provisions relating to Sections 3.09, 4.10 and 4.15 hereof); (3c) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4d) waive a Default or Event of Default in the payment of principal of, premium onof or premium, if any, or interest or Additional InterestLiquidated Damages, if any, on, on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (5e) make any Note payable in money other than that stated in the Notes; (6f) 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, premium onof or premium, if any, or interest or Additional InterestLiquidated Damages, if any, onon the Notes (except as permitted in clause (g) below); (g) waive a redemption payment with respect to any Note (other than a payment required by Sections 4.10 or 4.15 hereof); (h) make any change in the ranking of the Notes or the Guarantees relative to other Indebtedness of the Company or the Guarantor, as applicable, in either case in a manner adverse to the Holders of Notes; (7i) modify the obligation of the Company to repurchase Notes pursuant to Section 3.09, 4.10 or 4.14 hereof, after the date of an event giving rise to such repurchase obligation; (8) release any Subsidiary Guarantor from any of its obligations under its Note Subsidiary Guarantee or this Indenture, except in accordance with the terms of this Indenture;; or (9j) make any change in the preceding amendment foregoing amendment, supplement and waiver provisions; or (10) make any change to or modify, the ranking of the Notes in respect of right of payment that would adversely affect the Holders of the Notes.

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 IndentureIndenture (including, without limitation, Section 3.09, 4.12 and 4.17 hereof) and the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, or interest or Additional Interestinterest, if any, on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Sections 2.08 and 2.09 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the CompanyCompany 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 7.02, 9.06, 12.04 and 12.05 7.02 hereof, the Trustee 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 the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture. It is not necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement amendment or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement amendment or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company or Guarantors with any provision of this Indenture, the Notes or the Note Guarantees. However, without the consent of each Holder affected, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;change the Stated Maturity of any installment of principal of any note, (2) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions relating to the dates on which the Notes may be redeemed or the redemption price thereof with respect to the redemption of the Notes; (3) reduce the rate of or change the time for Stated Maturity of any interest payment of interest, including default interest, on any Note;note, (3) reduce the amount payable upon the redemption of any note or change the time of any mandatory redemption or, in respect of an optional redemption, the times at which any note may be redeemed, (4) waive a Default after the time an Offer to Purchase is required to have been made, reduce the purchase amount or Event of Default in the payment of principal of, premium on, if anypurchase price, or interest extend the latest expiration date or Additional Interest, if any, on, the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration);purchase date thereunder, (5) make any Note note payable in money other than that stated in the Notes;note, (6) impair the right of any Holder of Notes to receive any principal payment or interest payment on such Holder’s Notes, on or after the Stated Maturity thereof, or to institute suit for the enforcement of any such payment, (7) make any change in the provisions percentage of the principal amount of the Notes required for amendments or waivers, (8) modify or change any provision of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes; (7) modify the obligation of the Company to repurchase Notes pursuant to Section 3.09, 4.10 or 4.14 hereof, after the date of an event giving rise to such repurchase obligation; (8) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture; (9) make any change in the preceding amendment and waiver provisions; or (10) make any change to or modify, affecting the ranking (as to contractual right of payment) of the Notes or any Note Guarantee in respect of right of payment that would adversely affect a manner adverse to the Holders of the Notes, or (9) release any Note Guarantee other than as otherwise permitted in this Indenture.

With Consent of Holders of Notes. Except as provided below in this Section 9.028.02, the Company Issuer, subject to Section 5.05(b), the Trustee and the Collateral Trustee may amend or supplement this Indenture, any Security Instruments, the Notes and the Note Guarantees any Guarantee thereof with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 5.04 and 6.07 5.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, or interest or Additional Interest, if any, on, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or Indenture, the Notes or the Note any Guarantees thereof may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Sections Section 2.08 and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.028.02. Notwithstanding the foregoing, with respect to any provision in this Indenture, the Notes and any Guarantee thereof that requires the consent of the Eligible Holders or Lead Holders, as applicable, representing a majority of the principal amount of Notes held by such Eligible Holders or Lead Holders, as applicable, the Issuer, the Trustee and the Collateral Agent will notify all Eligible Holders or Lead Holders, as applicable, in advance of any applicable amendment or supplement taking effect and may not amend or supplement such provision without the consent of the Eligible Holders or Lead Holders, as applicable, representing a majority of the principal amount of Notes held by such Eligible Holders or Lead Holders, as applicable. Upon the request of the CompanyIssuer 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 7.02, 9.06, 12.04 and 12.05 6.02 hereof, the Trustee will shall join with the Company Issuer in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental Indentureindenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 8.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 8.02 becomes effective, the Company will Issuer shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuer to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company or Guarantors with any provision of this Indenture, the Notes or the Note Guarantees. However, without Without the consent of each affected Holder affectedof Notes, an amendment, supplement amendment or waiver under this Section 9.02 8.02 may not (with respect to any Notes held by a non-consenting Holder): (1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of or change the fixed final maturity of any such Note or alter or waive any of the provisions relating to the dates on which the Notes may be redeemed or the redemption price thereof with respect to the redemption of such Notes (other than provisions relating to Section 3.09, Section 4.10 and Section 4.14 hereof to the extent that any such amendment or waiver does not have the effect of reducing the principal of or changing the fixed final maturity of any such Note or altering or waiving the provisions with respect to the redemption of such Notes); (3) reduce the rate of or change the time for payment of interest, including default interest, interest on any Note; (4) waive a Default or Event of Default in the payment of principal of, premium onof or premium, if any, or interest or Additional Intereston the Notes, 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 such Notes and a waiver of the payment default that resulted from such acceleration), or in respect of a covenant or provision contained in this Indenture or any Guarantee thereof which cannot be amended or modified without the consent of all Holders of Notes; (5) make any Note payable in money other than that stated in the Notestherein; (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, premium onof or premium, if any, or interest or Additional Interest, if any, on, on the Notes; (7) modify the obligation of the Company to repurchase Notes pursuant to Section 3.09, 4.10 or 4.14 hereof, after the date of an event giving rise to such repurchase obligationmake any change in these amendment and waiver provisions; (8) release impair the right of any Guarantor from Holder of Notes 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 of its obligations under its Note Guarantee payment on or this Indenture, except in accordance with the terms of this Indenturerespect to such Holder’s Notes; (9) make any change in the preceding amendment and waiver provisions; or (10) make any change to or modify, modify the ranking of the Notes in respect of right of payment that would adversely affect the Holders of such Notes; or (10) except as expressly permitted by this Indenture, modify the NotesGuarantees of the Notes by any Significant Subsidiary in any manner adverse in any material respect to the Holders. In addition, without the consent of the Holders of at least 66 2⁄3% in aggregate principal amount of Notes then outstanding, no amendment, supplement or waiver may modify any Security Instruments or the provisions in this Indenture dealing with the Collateral or the Security Instruments that would have the impact of releasing all or substantially all of the Collateral from the Liens of the Security Instruments (except as permitted by the terms of this Indenture and the Security Instruments) or change or alter the priority of the security interests in the Collateral. Without the consent of the Holders of at least a majority in aggregate principal amount of Notes then outstanding, no amendment, supplement or waiver may (1) modify any Security Instrument or the provisions in this Indenture dealing with the Collateral or the Security Instruments that would have the impact of releasing less than all or substantially all of the Collateral from the Liens of the Security Instruments (except as permitted by the terms of this Indenture and the Security Instruments), (2) make any change in any Security Instrument or the provisions in this Indenture dealing with the application of trust proceeds of the Collateral that would adversely affect the Holders in any material respect or (3) modify the Intercreditor Agreement in any manner adverse to the Holders in any material respect other than in accordance with the terms of this Indenture and the Security Instruments.

With Consent of Holders of Notes. Except as provided below in this Section 9.029.02 with respect to the Notes, the Company Issuer, any Guarantor (with respect to a Note Guarantee), or the Trustee and the Trustee Notes Collateral Agent may modify, amend or supplement this Indenture, the Notes Notes, the Note Guarantees, the Intercreditor Agreements and the Note Guarantees Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, including Additional Notes, if any) voting as a single class then outstanding and affected thereby (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), ) and, subject to Sections 6.04 and 6.07 hereof6.07, any existing Default or Event of Default with respect to the Notes (other than a Default or Event of Default in the payment of the principal of, premium on, if any, or interest or Additional Interest, if any, on, on the Notes, except a payment default resulting from an acceleration that has been rescindedrescinded or annulled) or compliance in respect of the Notes with any provision of this Indenture or Indenture, Security Documents, the Notes or Intercreditor Agreements, the Note Guarantees of 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 Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Sections Section 2.08 and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the CompanyIssuer accompanied by a resolution of its Board 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 7.02, 7.02 and Section 9.06, 12.04 and 12.05 hereof, the Trustee will and/or the Notes Collateral Agent shall join with the Company Issuer in the execution of such amended or supplemental indenture indenture, Intercreditor Agreements or Security Documents unless such amended or supplemental indenture indenture, Intercreditor Agreements or Security Documents directly affects the Trustee’s and/or the Notes Collateral Agent’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee and/or the Notes Collateral Agent may in its discretion, but will shall not be obligated to, enter into such amended or supplemental Indentureindenture, Intercreditor Agreement or Security Document. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail Issuer shall deliver to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuer to mail deliver such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company or Guarantors with any provision of this Indenture, the Notes or the Note Guarantees. However, without Without the consent of each Holder affectedof Notes affected thereby, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (1) reduce change the Stated Maturity of the principal amount of, or any installment of Notes whose Holders must consent to an amendmentprincipal of or interest on, supplement or waiverany such Note; (2) reduce the principal amount of, or the rate of or change the fixed maturity of interest on, any Note such Note; (3) reduce any premium, if any, or alter or waive any of the provisions relating to the dates on time at which the Notes may be redeemed or the redemption price thereof with respect to Redemption Price payable upon the redemption of any such Note pursuant to the Notes; (3) reduce the rate of or change the time for payment of interest, including default interest, on any Noteoptional redemption terms set forth in this Indenture; (4) reduce the amount of the principal of an original discount Note that would be due and payable upon a declaration of acceleration of the Maturity thereof; (5) change any place of payment where, or the coin or currency in which, the principal of, premium, if any, or interest on any such Note is payable; (6) eliminate the contractual right expressly set forth in this Indenture or any Note of any Holder to institute suit for the enforcement of any payment of principal of, premium, if any, or interest on such Note on or after the Stated Maturity or Redemption Date of any such Note; (7) reduce the percentage in principal amount of the outstanding Notes, the consent of whose Holders is required to approve any such modification or amendment or for any waiver of compliance with, or Defaults under, this Indenture; (8) modify or amend any of the provisions of Section 6.04 or this Section 9.02, except to increase any percentage vote required or to provide that certain other provisions of this Indenture may not be modified or waived without the consent of the Holder of each Note affected thereby; (9) waive a Default or Event of Default in the payment of principal of, premium onof or premium, if any, or interest or Additional Interest, if any, on, the Notes on any Note (except a rescission or annulment of acceleration of the Notes such Note 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); (5) make , or in respect of a covenant or provision contained in this Indenture or any Note payable in money other than Guarantee that stated in cannot be amended or modified without the Notes; (6) make any change in the provisions consent of this Indenture relating to waivers of past Defaults or the rights of all Holders of Notes to receive payments of principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notessuch Note; (7) modify the obligation of the Company to repurchase Notes pursuant to Section 3.09, 4.10 or 4.14 hereof, after the date of an event giving rise to such repurchase obligation; (8) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture; (9) make any change in the preceding amendment and waiver provisions; or (10) make any change to modify or modify, amend the ranking of the Notes any Note in respect of right of payment a manner that would adversely affect the Holders of such Note; (11) except as expressly permitted by this Indenture, modify or amend the NotesNote Guarantees of any Parent Guarantor or Significant Subsidiary in any manner materially adverse to the Holders of any Note; or (12) modify or amend any of the provisions of this Section 9.02 (except as provided for herein). Notwithstanding the foregoing, without the consent of the Holders of at least 66 2∕3% in aggregate principal amount of the Notes then outstanding, no amendment or waiver may (A) make any change in any Security Document, the Intercreditor Agreements or the provisions in this Indenture dealing with Collateral or application of trust proceeds of the Collateral with the effect of releasing the Liens on all or substantially all of the Collateral which secure the Obligations in respect of the Notes or (B) change or alter the priority of the Liens securing the Obligations in respect of the Notes in any material portion of the Collateral in any way adverse to the Holders of the Notes in any material respect, other than, in each case, as provided under the terms of the Security Documents.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company Company, the Guarantors and the Trustee may amend or supplement this IndentureIndenture (including Section 3.09, the Notes 4.10 and 4.14 hereof), the Note Guarantees and the Notes with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a 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 onpremium, if any, or interest or Additional Interest, if any, on, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture Indenture, the Note Guarantees or the Notes or the Note Guarantees may be waived with the written consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Sections 2.08 and 2.09 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. Upon the written request of the CompanyCompany accompanied by a Board Resolution 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 7.02, 9.06, 12.04 and 12.05 7.02 hereof, the Trustee will shall join with the Company in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture Indenture directly affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental Indenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive in writing compliance in a particular instance by the Company or Guarantors with any provision of this Indenture, the Notes Indenture or the Note GuaranteesNotes. However, without the written consent of each Holder affected, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions relating to the dates on which the Notes may be redeemed or the redemption price thereof with respect to the redemption of the Notes; (3) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4) waive a Default or Event of Default in the payment of principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (5) make any Note payable in money other than that stated in the Notes; (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes; (7) modify the obligation of the Company to repurchase Notes pursuant to Section 3.09, 4.10 or 4.14 hereof, after the date of an event giving rise to such repurchase obligation; (8) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture; (9) make any change in the preceding amendment and waiver provisions; or (10) make any change to or modify, the ranking of the Notes in respect of right of payment that would adversely affect the Holders of the Notes.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company Issuers, the Guarantors and the Trustee may amend or supplement this IndentureIndenture (including, without limitation, Sections 3.09, 4.10 and 4.14 hereof) and the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the for Notes). Sections 2.08 and 2.09 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the CompanyIssuers accompanied by resolutions of their Boards of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02, 9.06, 12.04 and 12.05 7.02 hereof, the Trustee will join with the Company Issuers and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indentureindenture. 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 amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company Issuers will promptly mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuers to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company Issuers or Guarantors any Guarantor with any provision of this Indenture, the Notes or the Note Guarantees. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (1a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions relating to the dates on which the Notes may be redeemed or the redemption price thereof with respect to the redemption of the NotesNotes (except as provided above with respect to Sections 3.08, 3.09, 4.10 and 4.14 hereof); (3c) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4d) waive a Default or Event of Default in the payment of principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (5e) make any Note payable in money other than that stated in the Notes; (6f) 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, premium on, if any, or interest or Additional Interest, if any, on, the Notes; (7g) modify the obligation of the Company waive a redemption payment with respect to repurchase Notes pursuant to Section any Note (other than a payment required by Sections 3.08, 3.09, 4.10 or 4.14 hereof, after the date of an event giving rise to such repurchase obligation); (8) h) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture;; or (9i) make any change in the preceding amendment and waiver provisions; or (10) make any change to or modify, the ranking of the Notes in respect of right of payment that would adversely affect the Holders of the Notes.

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 IndentureIndenture (including, without limitation, Sections 3.09, 4.11 and 4.16 hereof) and the Notes and Notes, the Note Guarantees and the security documents with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium onor interest, if any, or interest or Additional Interest, if any, on, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes or Notes, the Note Guarantees or the security documents may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Sections 2.08 and 2.09 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the CompanyCompany 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 7.02, 9.06, 12.04 and 12.05 7.02 hereof, the Trustee will join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture. It is not necessary for the consent of the Holders of Notes under this Section 9.02 Indenture to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail deliver to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company or Guarantors with any provision of this Indenture, the Notes Notes, the Note Guarantees or the Note Guaranteessecurity documents. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions relating to the dates on which the Notes may be redeemed or the redemption price thereof with respect to the redemption or repurchase of the NotesNotes (other than provisions relating to Section 3.09, Section 4.11 or Section 4.16 hereof); (3) reduce the rate of or change the time for payment of interest, including default interest, interest on any Note; (4) waive a Default or Event of Default in the payment of principal of, premium onor interest or premium, if any, or interest or Additional Interest, if any, on, on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (5) make any Note payable in money currency other than that stated in the Notes; (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, premium onor interest or premium, if any, or interest or Additional Interest, if any, on, on the NotesNotes (other than as permitted in clause (7) below); (7) modify the obligation of the Company waive a redemption or repurchase payment with respect to repurchase Notes pursuant to any Note (other than a payment required by Section 3.09, 4.10 Section 4.11 or 4.14 Section 4.16 hereof, after the date of an event giving rise to such repurchase obligation;) (8) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture;; or (9) make any change in the preceding amendment amendment, supplement and waiver provisions; or provisions of clauses (101) make through (9) of this Section 9.02. In addition, prior to the Collateral Release Event, any change to amendment to, or modifywaiver of, the ranking 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 will require the consent of the Holders of at least 66 2/3% in aggregate principal amount of the Notes in respect of right of payment that would adversely affect the Holders of the Notesthen outstanding.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company Issuer, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, including consents obtained in connection with a 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 onpremium, if any, or interest or Additional Interest, if any, on, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture Indenture, the Guarantees or the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, including Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Sections 2.08 and 2.09 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the CompanyIssuer 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 7.02, 9.06, 12.04 and 12.05 7.02 hereof, the Trustee will shall join with the Company Issuer in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental Indentureindenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will Issuer shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuer to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company or Guarantors with any provision of this Indenture, the Notes or the Note Guarantees. However, without Without the consent of each affected Holder affectedof Notes, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of or change the fixed final maturity of any such Note or alter or waive any of the provisions relating to the dates on which the Notes may be redeemed or the redemption price thereof with respect to the redemption of such Note (other than provisions relating to Section 3.09, Section 4.10 and Section 4.14 hereof to the extent that any such amendment or waiver does not have the effect of reducing the principal of or changing the fixed final maturity of any such Note or altering or waiving the provisions with respect to the redemption of such Notes); (3) reduce the rate of or change the time for payment of interest, including default interest, interest on any Note; (4) waive a Default or Event of Default in the payment of principal of, premium onof or premium, if any, or interest or Additional Intereston the Notes, 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), 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; (5) make any Note payable in money other than that stated in the Notestherein; (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, premium onof or premium, if any, or interest or Additional Interest, if any, on, on the Notes; (7) modify the obligation of the Company to repurchase Notes pursuant to Section 3.09, 4.10 or 4.14 hereof, after the date of an event giving rise to such repurchase obligationmake any change in these amendment and waiver provisions; (8) release impair the right of any Guarantor from 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 of its obligations under its Note Guarantee payment on or this Indenture, except in accordance with the terms of this Indenturerespect to such Holder’s Notes; (9) make any change in the preceding amendment and waiver provisions; or (10) make any change to or modify, modify the ranking of the Notes in respect of right of payment that would adversely affect the Holders; (10) except as expressly permitted by this Indenture, modify the Guarantees of any Restricted Parent Guarantor or Significant Subsidiary (or any group of Subsidiaries that together would constitute a Significant Subsidiary) in any manner adverse to the Holders of the Notes; or (11) make any change in the provisions described under Section 4.05(b) - (h) hereof that adversely affects the rights of any Holder of Notes or amend the terms of any Notes or this Indenture in a way that would result in the loss of an exemption from any of the Taxes described in such Section.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company Company, the Guarantors and the Trustee may amend this Indenture (including Sections 3.09, 4.08 and 4.11 hereof) or supplement this Indenture, the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium onpremium, if any, or interest or Additional Special Interest, if any, on, the on such Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). Sections 2.08 and 2.09 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the CompanyCompany accompanied by a Board Resolution 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 Sections 7.02, 9.06, 12.04 and 12.05 hereof, the Trustee will shall join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental Indenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereofhereof and except as otherwise provided below in this Section 9.02, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company or Guarantors with any provision of this Indenture, the Notes Indenture or the Note GuaranteesNotes. However, without the consent of each Holder affected, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (1a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions relating to the dates on which the Notes may be redeemed or the redemption price thereof with respect to the redemption of the NotesNotes other than Sections 3.09, 4.08 and 4.11 hereof and other than notice provisions with respect to any optional redemption by the Company; (3c) reduce the rate of or change the time for payment of interest, including default interest, interest on any Note; (4d) waive a Default or Event of Default in the payment of principal of, premium on, if any, or interest or Additional Interest, if any, on, premium 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); (5e) make any Note payable in money other than that stated in the Notes; (6f) 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, premium on, if any, or interest or Additional Interest, if any, premium on, the Notes; (7g) modify the obligation of the Company to repurchase Notes pursuant to Section 3.09, 4.10 or 4.14 hereof, after the date of an event giving rise to such repurchase obligationa redemption, waive a redemption payment with respect to any Note (other than a payment required by Sections 3.09, 4.08 or 4.11 hereof); (8) h) release any Guarantor from any of its obligations under its Note Subsidiary Guarantee or this Indenture, except in accordance with the terms of this Indenture;; or (9i) make any change in the preceding amendment and waiver provisions; or (10) make any change to or modify, the ranking of the Notes in respect of right of payment that would adversely affect the Holders of the Notes.

With Consent of Holders of Notes. Except as provided in Section 9.01 or below in this Section 9.02, the Company and the Trustee may amend or supplement this IndentureIndenture (including, without limitation, Section 3.09, 4.10, 4.11 and 4.15 hereof) and the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Sections 2.08 and 2.09 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the CompanyCompany 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 7.02, 9.06, 12.04 and 12.05 9.06 hereof, the Trustee will join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture. It is not 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, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effectiveeffective (other than the amendments provided for in this Indenture), 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 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 at least a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company or Guarantors with any provision of this Indenture, the Notes or the Note Guarantees. However, without the consent of each Holder affectedthe Holders of at least ninety percent (90%) in aggregate principal amount of the Notes then outstanding voting as a single class, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):not: (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiverwaiver or modify any of the provisions relating to the 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 to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holders of at least ninety percent (90%) in aggregate principal amount of the Notes then outstanding voting as a single class; (2) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions relating to the dates on which the Notes may be redeemed or the redemption price thereof with respect to the redemption of the Notes; (3) reduce the rate of or change the time for payment of interest, including default interest, on any Note, except that the interest payment required under the Notes which is intended to prevent the Notes from being classified as an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code, may be amended, supplemented or waived by a majority in aggregate principal amount of the Notes then outstanding voting as a single class; (4) waive a Default or Event of Default in the payment of principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (5) make any Note payable in money other than that stated in the Notes; (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or waivers of certain covenants or the rights of Holders of Notes to receive payments of principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes; (7) modify the obligation of the Company waive a redemption payment with respect to repurchase Notes pursuant to Section 3.09, 4.10 or 4.14 hereof, after the date of an event giving rise to such repurchase obligationany Note; (8) modify or change any provision of this Indenture affecting the ranking of the Notes or any Note Guarantee in a manner adverse to the Holders of the Notes; (9) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture; (9) make any change in the preceding amendment and waiver provisions; or (10) make modify Sections 9.01 and 9.02 hereof. In addition, any change to amendment to, or modifywaiver of, the ranking 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 will require the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding, provided that no such consent will be required (1) as to any property that (i) is sold, transferred or otherwise disposed of by the Company or any Guarantor (other than to the Company or another Guarantor) in respect a transaction not prohibited by this Indenture at the time of right such transfer or disposition or (ii) is owned or at any time acquired by a Guarantor that has been released from its Note Guarantee, concurrently with the release of payment that would adversely affect such Note Guarantee, or (2) in accordance with the Holders applicable provisions of the NotesIntercreditor Agreement to the extent that the First Lien Secured Parties and the Second Lien Secured Parties release their first and second priority Liens (including with respect to dispositions of Collateral), other than in connection with a discharge of First Lien Obligations and Second Lien Obligations.

With Consent of Holders of Notes. (a) Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this IndentureIndenture (including, without limitation, Sections 3.09, 4.10 and 4.15 hereof) and the Notes, the Notes Subsidiary Guarantees and the Note Guarantees Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium onor interest, if any, or interest or Additional Interest, if any, on, 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 Notes, the Subsidiary Guarantees or the Note Guarantees Security Documents may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Sections 2.08 and 2.09 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. . (b) Upon the request of the CompanyCompany 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 7.02, 9.06, 12.04 and 12.05 7.02 hereof, the Trustee will join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture. . (c) It is not necessary for the consent of the Holders of Notes under this Section 9.02 Indenture to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. . (d) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail deliver to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company or Guarantors with any provision of this Indenture, the Notes Notes, the Subsidiary Guarantees or the Note GuaranteesSecurity Documents. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions relating to the dates on which the Notes may be redeemed or the redemption price thereof with respect to the redemption or repurchase of the Notes (other than provisions relating to Section 3.09, Section 4.10 or Section 4.15 hereof) provided that any amendment to the notice requirements may be made with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes; (3) reduce the rate of or change the time for payment of interest, including default interest, interest on any Note; (4) waive a Default or Event of Default in the payment of principal of, premium onor interest or premium, if any, or interest or Additional Interest, if any, on, on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (5) make any Note payable in money currency other than that stated in the Notes; (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, premium onor interest or premium, if any, or interest or Additional Interest, if any, on, on the NotesNotes (other than as permitted in clause (7) below); (7) modify the obligation of the Company waive a redemption or repurchase payment with respect to repurchase Notes pursuant to any Note (other than a payment required by Section 3.09, Section 4.10 or 4.14 Section 4.15 hereof, after the date of an event giving rise to such repurchase obligation); (8) release any Guarantor from any of its obligations under its Note Subsidiary Guarantee or this Indenture, except in accordance with the terms of this Indenture;; or (9) make any change in the preceding amendment amendment, supplement and waiver provisions; orprovisions of clauses (1) through (8) of this Section 9.02. (10e) make In addition, any change to amendment to, or modifywaiver of, the ranking 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 or releasing the Parent Guarantee will require the consent of the Holders of at least 66-2⁄3% in aggregate principal amount of the Notes in respect of right of payment that would adversely affect the Holders of the Notesthen outstanding.

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 IndentureAgreement (including Section 4.15 hereof), the Notes Note Guarantees, the Security Documents and the Note Guarantees Notes with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a 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 on, if any, or interest or Additional Interest, if any, on, on the Notes) under, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of of, this Indenture Agreement, the Note Guarantees, the Security Documents or the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Sections 2.08 and 2.09 Without the consent of at least 75% in principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), no waiver or amendment to this Agreement may make any change in the provisions of Article XII hereof shall determine which Notes are considered to be “outstanding” for purposes that adversely affects the rights of this Section 9.02any Holder of Notes. Upon the request of the CompanyCompany 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 7.02, 9.06, 12.04 and 12.05 7.02 hereof, the Trustee will shall join with the Company in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s 's own rights, duties duties, 77 liabilities, privileges, indemnities or immunities under this Indenture Agreement or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental Indentureindenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture 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 or Guarantors with any provision of this IndentureAgreement, the Notes or the Note GuaranteesSecurity Documents. However, without the consent of each Holder affected, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (1a) change the maturity of any Note; (b) reduce the amount, extend the due date or otherwise affect the terms of any scheduled payment of interest on or principal amount of Notes whose Holders must consent to an amendment, supplement or waiverthe Notes; (2c) reduce the principal of or change the fixed maturity of date on which any Note Notes are subject to redemption or otherwise alter or waive any of the provisions relating to the dates on which the Notes may be redeemed or the redemption price thereof with respect to the redemption of the Notes; (3) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4) waive a Default or Event of Default in the payment of principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (5d) make any Note payable in money or currency other than that stated in the Notes; (6e) make modify or change any change in the provisions provision of this Indenture relating Agreement or its related definitions to waivers affect the ranking of past Defaults the Notes or any Note Guarantee in a manner that adversely affects the rights of any Holder; (f) reduce the percentage of Holders necessary to consent to an amendment or waiver to this Agreement, the Notes or the Security Documents; (g) impair the rights of Holders of Notes to receive payments of principal of, premium on, if any, of or interest or Additional Interest, if any, on, on the Notes; (7h) modify the obligation of the Company to repurchase Notes pursuant to Section 3.09, 4.10 or 4.14 hereof, after the date of an event giving rise to such repurchase obligation; (8) release any Guarantor from any of its obligations under its Note Guarantee or this IndentureAgreement, other than as permitted by this Agreement; (i) release all or substantially all of the Collateral from the Lien hereunder or under the Security Documents (except in accordance with the terms of this Indenture;provisions hereof or thereof); or (9j) make any change in the preceding these amendment and waiver provisions; or (10) make . Any amendment to Section 4.15 or the related definitions that could adversely affect the rights of any change to or modify, Holder shall require the ranking consent of the Holders of at least 66 2/3% in aggregate principal amount of the Notes in respect of right of payment that would adversely affect then outstanding. In connection with any amendment, supplement or waiver, the Holders of the NotesCompany may, but shall not be obligated to, offer 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.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company Company, the Trustee and the Collateral Trustee may amend or supplement this IndentureIndenture (including, without limitation, Section 3.09, 4.07 and 4.10 hereof) as it applies to any series of Notes, the Notes of any such series and the Note Guarantees in respect thereof with the consent of the Company and the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) of the applicable series voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the NotesNotes of such series), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium onpremium, if any, or interest or Additional Interest, if any, on, the NotesNotes of any series, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or and it applies to any series of Notes, the Notes of any such series or the Note Guarantees in respect thereof may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) of the applicable series 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 NotesNotes of such series). Sections Section 2.08 and 2.09 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the CompanyCompany 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 and the Collateral Trustee of evidence reasonably satisfactory to the Trustee of the consent of the applicable Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02, 9.06, 12.04 and 12.05 7.02 hereof, each of the Trustee and the Collateral 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 and/or the Collateral Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee and/or the Collateral Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture. It is not necessary for the consent of the Holders of Notes of the applicable series under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will 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 of any series then outstanding voting as a single class may waive compliance in a particular instance by the Company or Guarantors with any provision of this IndentureIndenture and it applies to such series of Notes, the Notes of such series or the Note GuaranteesGuarantees in respect thereof. However, with respect to each series of Notes, without the consent of each Holder affectedof such series affected thereby, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (1) reduce the principal amount of Notes of such series whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of or change the fixed maturity of any Note of such series or alter or waive any of the provisions relating to the dates on which the Notes may be redeemed or the redemption price thereof with respect to the redemption of the NotesNotes of such series (except as provided above with respect to Sections 3.09, 4.07 and 4.10 hereof); (3) reduce the rate of or change the time for payment of interest, including default interestinterest or Special Interest, on any NoteNote of such series; (4) waive a Default or Event of Default in the payment of principal of, premium onor premium, if any, or interest or Additional (including Special Interest, if any, ) on, the Notes of such series (except a rescission of acceleration of the Notes of such series by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes of such series and a waiver of the payment default that resulted from such acceleration); (5) make any Note of such series payable in money other than that stated in the NotesNotes of such series; (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes of such series to receive payments of principal of, premium on, if any, or interest or Additional (including Special Interest, if any, ) on, the Notes; (7) modify the obligation waive a redemption payment with respect to any Note of the Company to repurchase Notes pursuant to Section such series (other than a payment required by Sections 3.09, 4.07 and 4.10 or 4.14 hereof, after the date of an event giving rise to such repurchase obligation); (8) make any change to the percentage of principal amount of Notes of such series the Holders of which must consent to an amendment or waiver; (9) except as provided under Article 8 hereof, or in connection with a consolidation, merger or conveyance, transfer or lease of assets pursuant to this Indenture, release any Guarantor from any of its obligations under its Note Guarantee (other than as provided in Section 10.05) or this Indenture, except make any change in accordance with the terms of this Indenture;Note Guarantee that would adversely affect such Holder; or (910) make any change in the preceding amendment and waiver provisions; or (10) make any change to . Any amendment to, or modifywaiver of, the ranking 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 in respect will require the consent of right of payment that would adversely affect the Holders of the Notesat least 75% in aggregate principal amount of Notes then outstanding.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company Issuer, the Guarantors and the Trustee may amend or supplement this IndentureIndenture (including, without limitation, Sections 3.09, 4.10 and 4.14 hereof) and the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the for Notes). Sections 2.08 and 2.09 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the CompanyIssuer 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 7.02, 9.06, 12.04 and 12.05 7.02 hereof, the Trustee will join with the Company Issuer and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indentureindenture. 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 amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company Issuer will promptly mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuer to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company Issuer or Guarantors any Guarantor with any provision of this Indenture, the Notes or the Note Guarantees. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (1a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions relating to the dates on which the Notes may be redeemed or the redemption price thereof with respect to the redemption of the NotesNotes (except as provided above with respect to Sections 3.09, 4.10 and 4.14 hereof); (3c) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4d) waive a Default or Event of Default in the payment of principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (5e) make any Note payable in money other than that stated in the Notes; (6f) 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, premium on, if any, or interest or Additional Interest, if any, on, the Notes; (7g) modify the obligation of the Company waive a redemption payment with respect to repurchase Notes pursuant to Section any Note (other than a payment required by Sections 3.09, 4.10 or 4.14 hereof, after the date of an event giving rise to such repurchase obligation); (8) h) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture; (9i) make any change in the preceding amendment and waiver provisions; or (10j) make any change to or modify, modify the ranking provisions of the Notes Escrow Agreement in respect of right of payment that would adversely affect any manner materially adverse to the Holders of the Notes.

With Consent of Holders of Notes. (a) Except as provided below in this Section 9.029.02(f), the Company Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, Indenture and the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (includingNotes, without limitation, including Additional Notes, if any) , then outstanding voting as a single class (including, without limitation, including consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, subject to Sections 6.04 and 6.07 hereof6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (includingNotes, without limitation, including Additional Notes, if any) , then outstanding voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for the Notes). Sections 2.08 and 2.09 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. . (b) Upon the request of the CompanyCompany accompanied by a Board Resolution of the 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 7.02, 9.06, 12.04 and 12.05 hereof9.07, the Trustee will shall join with the Company in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental Indenture. It is indenture. (c) The Company may, but shall not necessary be obligated to, fix a record date for the purpose of determining the Persons entitled to consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it indenture supplemental hereto. If a record date is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will 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 hereoffixed, the Holders of a majority in aggregate principal amount 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 Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company or Guarantors with any provision of this Indenture, the Notes or the Note Guarantees. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions relating requisite percentage having been obtained prior to the dates on date which the Notes may is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be redeemed or the redemption price thereof with respect to the redemption cancelled and of the Notes; (3) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4) waive a Default or Event of Default in the payment of principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (5) make any Note payable in money other than that stated in the Notes; (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes; (7) modify the obligation of the Company to repurchase Notes pursuant to Section 3.09, 4.10 or 4.14 hereof, after the date of an event giving rise to such repurchase obligation; (8) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture; (9) make any change in the preceding amendment and waiver provisions; or (10) make any change to or modify, the ranking of the Notes in respect of right of payment that would adversely affect the Holders of the Notesno further effect.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company Issuers, the Subsidiary Guarantors and the Trustee may amend or supplement this IndentureIndenture (including Section 3.09, 4.10 and 4.14 hereof), the Notes Subsidiary Guarantees and the Note Guarantees Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, including consents obtained in connection with a 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 onpremium, if any, or interest or Additional Interest, if any, on, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture Indenture, the Subsidiary Guarantees or the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, including Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Sections 2.08 and 2.09 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the CompanyIssuers accompanied by a resolution of their Management Committee or Board of Directors, as applicable, 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 7.02, 9.06, 12.04 and 12.05 7.02 hereof, the Trustee will shall join with the Company Issuers in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental Indentureindenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will Issuers shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuers to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class may waive compliance in a particular instance by the Company or Guarantors Issuers with any provision of this Indenture, the Notes Indenture or the Note GuaranteesNotes. However, without the consent of each Holder affected, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (1a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions relating to the dates on which the Notes may be redeemed or the redemption price thereof with respect to the redemption of the NotesNotes except as provided above with respect to Sections 3.09, 4.10 and 4.14 hereof; (3c) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4d) waive a Default or Event of Default in the payment of principal of, premium onof or premium, if any, or interest or Additional Interest, if any, on, on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any and a waiver of the payment default that resulted from such acceleration); (5e) make any Note payable in money other than that stated in the Notes; (6f) 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, premium on, if any, of or interest or Additional Interest, if any, on, on the Notes; (7g) modify make any change in Section 6.04 or 6.07 hereof or in the obligation of the Company to repurchase Notes pursuant to Section 3.09, 4.10 or 4.14 hereof, after the date of an event giving rise to such repurchase obligation;foregoing amendment and waiver provisions; or (8) h) release any Subsidiary Guarantor from any of its obligations under its Note Subsidiary Guarantee or this Indenture, except in accordance with the terms of this Indenture; (9) make any change in the preceding amendment and waiver provisions; or (10) make any change to or modify, the ranking of the Notes in respect of right of payment that would adversely affect the Holders of the Notes.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company Issuers, the Guarantors and the Trustee may amend or supplement this Indenture (including, without 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 Notes and the Note Guarantees Collateral Documents, with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, 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 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 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). Sections 2.08 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 2.09 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 shall determine which and the Intercreditor Agreement, the consent of at least a majority in principal amount of the then outstanding Notes are considered to (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 will not be “outstanding” for purposes secured by substantially all of this Section 9.02the assets of the Issuers and the Guarantors. Upon the request of the CompanyIssuers accompanied by a resolution of their respective Boards of Directors authorizing the execution of any such amended or supplemental Indenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02, 9.06, 12.04 and 12.05 7.02 hereof, the Trustee will shall join with the Company Issuers and the Guarantors in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture Indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental Indenture. It is not necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will Issuers shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuers to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company Issuers with any provision of this Indenture or the Notes or by the Guarantors with any provision of this Indenture, the Notes or the Note Guarantees. However, without the consent of each Holder affectedaffected 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): (1a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions relating to the dates on which the Notes may be redeemed or the redemption price thereof 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; (3c) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4d) waive a Default or Event of Default in the payment of principal of, or interest or premium onor Liquidated Damages, if any, or interest or Additional Interest, if any, on, on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (5e) make any Note payable in money other than that stated in the Notes; (6f) 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 onor Liquidated Damages, if any, or interest or Additional Interest, if any, on, on the Notes; (7g) modify the obligation of the Company waive a redemption payment with respect to repurchase Notes pursuant to Section 3.09any Note (other than a payment required by Sections 3.10, 4.10 or 4.14 4.10, 4.15 and 4.16 hereof, after the date of an event giving rise to such repurchase obligation); (8) 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 IndentureIndenture 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; (9j) amend the provisions of Section 10.03 hereof; or (k) make any change in the preceding foregoing amendment and waiver provisions; or (10) make any change to or modify, the ranking of the Notes in respect of right of payment that would adversely affect the Holders of the Notes.

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 IndentureSupplemental Indenture (including, without limitation, Section 4.09 hereof), the Notes and the Note Subsidiary Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notes of a Series then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notesany Notes of such Series), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium onpremium, if any, or interest or Additional Interest, if any, on, the NotesNotes of such Series, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or Supplemental Indenture, the Notes or the Note Subsidiary Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class of such Series (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the NotesNotes of such Series). Sections Section 2.08 and 2.09 hereof of the Base Indenture shall determine which Notes of such Series are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the Company, Company accompanied by a Board Resolution and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Notes of such Series as aforesaid, and upon receipt by the Trustee of an Officer’s Certificate and Opinion of Counsel certifying that such amendment, supplement or waiver is authorized or permitted by the documents described in Section 7.02, 9.06, 12.04 and 12.05 hereofterms of this Supplemental Indenture, the Trustee will shall join with the Company and the Guarantors in the execution of such amended amendment, supplement or supplemental indenture waiver unless such amended amendment, supplement or supplemental indenture waiver directly affects the Trustee’s own rights, duties or immunities under this the Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended amendment, supplement or supplemental Indenturewaiver. 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 amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will shall mail or deliver electronically to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail or deliver such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereofhereof and Section 8.02 of the Base Indenture, the Holders of a majority in aggregate principal amount of the Notes of such Series then outstanding voting as a single class may waive compliance in a particular instance by the Company or Guarantors with any provision of this Supplemental Indenture, the Notes or the Note Subsidiary Guarantees. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes of a Series held by a non-consenting Holder): (1) reduce the principal amount of Notes of such Series whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions relating to the dates on which the Notes may be redeemed or the redemption price thereof with respect to the redemption of the NotesNotes of such Series (other than provisions relating to the covenants described in Section 4.09 hereof and provisions relating to the number of days’ notice to be given in case of redemption); (3) reduce the rate of or change the time for payment of interest, including default interest, interest on any NoteNote of such Series; (4) waive a Default or Event of Default in the payment of principal of, premium onpremium, if any, or interest or Additional Interest, if any, on, the Notes of such Series (except a rescission of acceleration of the such Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes of such Series and a waiver of the payment default that resulted from such acceleration); (5) make any Note payable in money currency other than that stated in the NotesNotes of such Series; (6) make any change in the provisions of this Supplemental Indenture relating to waivers of past Defaults or the rights of Holders of Notes of such Series to receive payments of principal of, premium onpremium, if any, or or, interest or Additional Interest, if any, on, the NotesNotes of such Series; (7) modify the obligation of the Company waive a redemption payment with respect to repurchase Notes pursuant to Section 3.09, 4.10 or 4.14 any Note (other than a payment required by Sections 4.09 hereof, after the date of an event giving rise to such repurchase obligation;); or (8) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture; (9) make any change in Section 9.02 hereof or Section 9.02 of the Base Indenture, as to the Notes of such Series, or in the preceding amendment and waiver provisions; or . Notwithstanding the foregoing, without the consent of the Holders of at least 66 2/3% in aggregate principal amount of the Notes of a Series then outstanding, no amendment or waiver may (10A) make any change to or modifyin any Note Security Documents, the ranking Collateral Trust Agreement or the provisions in this Indenture dealing with Collateral or application of trust proceeds of the Collateral with the effect of releasing the Liens on all or substantially all of the Collateral which secure the Obligations in respect of the Notes of such Series or (B) change or alter the priority of the Liens securing the Obligations in respect of right the Notes of payment that would adversely affect such Series in any material portion of the Collateral in any way adverse to the Holders of the NotesNotes of such Series in any material respect, other than, in each case, as provided under the terms of the Note Security Documents or the Collateral Trust Agreement. Other than as expressly provided in Section 9.02 above, the Base Indenture may only be amended, supplemented or otherwise modified as and to the extent provided in the Base Indenture.

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 IndentureIndenture (including, without limitation, Section 3.09, 4.11 and 4.16 hereof) and the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, or interest or Additional Interest, if any, or interest on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Sections 2.08 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 hereto. If a record date is fixed, the Holders on such record date, or its duly designated proxies, and 2.09 hereof only such Persons, shall determine 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 Notes are considered to is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be “outstanding” for purposes cancelled and of this Section 9.02no further effect. Upon the written request of the CompanyCompany 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 7.02, 9.06, 12.04 and 12.05 7.02 hereof, the Trustee will join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture. As evidence of the consent of the Holders of the Notes, the Trustee may conclusively rely upon the written consents of such Holders of the requisite percentage in principal amount of the then outstanding Notes or an Officer’s Certificate of the Company. 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 amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company or Guarantors with any provision of this Indenture, Indenture or the Notes or the Note Guarantees. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions relating to the dates on which the Notes may be redeemed or the redemption price thereof with respect to the redemption of the NotesNotes (except as provided above with respect to Sections 3.09, 4.11 and 4.16 hereof); (3) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4) waive a Default or Event of Default in the payment of principal of, premium on, if any, or interest or premium, or Additional Interest, if any, on, on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (5) make any Note payable in money other than that stated in the Notes; (6) make impair the right to institute suit for the enforcement of any change in payment on or with respect to the provisions of this Indenture relating to waivers of past Defaults notes or the rights of Holders of Notes to receive payments of principal of, premium on, if any, or interest or Additional Interest, if any, on, the NotesNote Guarantees; (7) modify the obligation of the Company waive a redemption payment with respect to repurchase Notes pursuant to Section any Note (other than a payment required by Sections 3.09, 4.10 4.11 or 4.14 4.16 hereof, after the date of an event giving rise to such repurchase obligation); (8) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture;; or (9) make any change in the preceding amendment and waiver provisions; or (10) make any change to or modify, the ranking of the Notes in respect of right of payment that would adversely affect the Holders of the Notes.

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, the Notes and or the Note Subsidiary Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a 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 on, if any, or interest or Additional Interest, if any, on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). Sections 2.08 , and 2.09 hereof shall determine which Notes are considered to be “outstanding” for purposes any existing default or compliance with any provision of this Section 9.02Indenture, 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 (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Upon the request of the CompanyCompany 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 7.02, 9.06, 12.04 and 12.05 7.02 hereof, the Trustee will shall join with the Company in the execution of such amended or supplemental indenture Supplemental Indenture unless such amended or supplemental indenture Supplemental Indenture directly affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental Supplemental Indenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company or Guarantors with any provision of this Indenture, the Notes or the Note Guarantees. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions relating to the dates on which the Notes may be redeemed or the redemption price thereof with respect to the redemption of the Notes; (3) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4) waive a Default or Event of Default in the payment of principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (5) make any Note payable in money other than that stated in the Notes; (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes; (7) modify the obligation of the Company to repurchase Notes pursuant to Section 3.09, 4.10 or 4.14 hereof, after the date of an event giving rise to such repurchase obligation; (8) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture; (9) make any change in the preceding amendment and waiver provisions; or (10) make any change to or modify, the ranking of the Notes in respect of right of payment that would adversely affect the Holders of the Notes.the

With Consent of Holders of Notes. Section 902 of the Original Indenture is hereby amended to read in its entirety as follows with respect to the Notes: “Except as provided above in Section 901 and below in this Section 9.02902, the Company Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes and or the Note Subsidiary Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 508 and 6.07 513 hereof, any existing Default or Event of Default (other than a Default or Event of Default in with respect to the payment of the principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes, except a payment default resulting from an acceleration that has been rescinded) Notes or compliance with any provision of this Indenture or Indenture, the Notes or the Note Subsidiary Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the for Notes). Sections 2.08 and 2.09 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the CompanyCompany 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 Opinion of Counsel described in Section 7.02, 9.06, 12.04 and 12.05 903 hereof, the Trustee will shall join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental Indentureindenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 902 to approve the particular form of any proposed amendment, supplement or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 508 and 6.07 hereof513 hereof and to the last paragraph of this Section 902, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company or Guarantors with any provision of this Indenture, the Notes Indenture or the Note GuaranteesNotes. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (1a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2b) reduce the principal of or change the fixed maturity Stated Maturity of any Note or alter or waive reduce the premium payable upon the redemption of any of Note pursuant to Section 3.02, change the provisions relating to the dates on time at which the Notes any Note may be redeemed pursuant to Section 3.02 or the redemption price thereof with respect make any change relative to the redemption Company’s obligation to purchase the Notes as a result of a Change of Control Triggering Event or an Asset Sale after (but not before) the occurrence of the Notesapplicable Change of Control Triggering Event or Asset Sale; (3c) reduce the rate of or change the time for payment of interest, including default interest, interest on any Note; (4d) waive a Default or Event of Default in the payment of principal of, premium onof or premium, if any, or interest or Additional Interest, if any, on, on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (5e) make any Note payable in money other than that stated in the Notes; (6f) 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, premium onor interest or premium, if any, on the Notes (except as permitted in clause (g) below) or interest or Additional Interest, if any, on, settlements due upon conversion of the Notes; (7g) modify the obligation of the Company waive a redemption or repurchase payment with respect to repurchase Notes pursuant to Section 3.09any Note (other than a payment required by Sections 3.04, 4.10 or 4.14 hereof, after the date and 4.15 of an event giving rise to such repurchase obligationthis Third Supplemental Indenture); (8) h) release any Guarantor from any of its obligations under its Note Subsidiary Guarantee or this Indenture, except in accordance with the terms of this Indenture; (9i) reduce the consideration due upon conversion or otherwise adversely affect the right of Holders to convert Notes in accordance with Article 11 of this Third Supplemental Indenture or modify the Mandatory Conversion provisions of the First Supplemental Indenture in a manner adverse to Holders; or (j) make any change in the preceding amendment amendment, supplement and waiver provisions; or (10) make any change to or modify, the ranking of the Notes in respect of right of payment that would adversely affect the Holders of the Notes.”

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 IndentureIndenture (including, without limitation, Section 3.09, 4.10 and 4.15 hereof) and the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium onor Liquidated Damages, if any, or interest or Additional Interest, if any, on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Sections 2.08 and 2.09 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the CompanyCompany 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 7.02, 9.06, 12.04 and 12.05 7.02 hereof, the Trustee will join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture. It is not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company or Guarantors with any provision of this Indenture, Indenture or the Notes or the Note Guarantees. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of or change the fixed Fixed maturity of any Note or alter or waive any of the provisions relating to the dates on which the Notes may be redeemed or the redemption price thereof with respect to the redemption of the NotesNotes (except as provided above with respect to Sections 3.09, 4.10 and 4.15 hereof); (3) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4) waive a Default or Event of Default in the payment of principal of, or premium onor Liquidated Damages, if any, or interest or Additional Interest, if any, on, the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (5) make any Note payable in money other than that stated in the Notes; (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, premium on, if any, or interest or Additional Interestpremium or Liquidated Damages, if any, on, the Notes; (7) modify the obligation of the Company waive a redemption payment with respect to repurchase Notes pursuant to Section any Note (other than a payment required by Sections 3.09, 4.10 or 4.14 4.15 hereof, after the date of an event giving rise to such repurchase obligation); (8) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture;; or (9) make any change in the preceding amendment and waiver provisions; or (10) make any change to or modify, the ranking of the Notes in respect of right of payment that would adversely affect the Holders of the Notes.

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 IndentureIndenture (including, without limitation, Section 4.13 hereof) or the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium onpremium, if any, or interest or Additional Interest, if any, on, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). Sections 2.08 and 2.09 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. Upon (x) the request of the CompanyCompany accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon (y) the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, aforesaid and upon (z) receipt by the Trustee of the documents described in Section 7.02, 9.06, 12.04 and 12.05 7.02(b) hereof, the Trustee will join with the Company in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indentureindenture. The Company may, but will 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 of Notes on such record date, or their duly designated proxies, and only such Persons, will be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided, that unless such consent will have become effective by virtue of the requisite percentage having been obtained prior to the date which is 180 days after such record date; any such consent previously given will automatically and without further action by any Holder be canceled and of no further effect. It is will not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is will be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company or Guarantors with any provision of this Indenture, the Notes Indenture or the Note GuaranteesNotes. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (1i) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2ii) reduce the principal of or change the fixed maturity of any Note or alter or waive any of reduce the provisions relating to the dates on which the Notes may be redeemed or premium payable upon the redemption price thereof of any Note on any date, except as provided above with respect to Section 4.13 hereof, provided that any amendment to the redemption minimum notice requirement may be made with the consent of the Notesholders of a majority in aggregate principal amount of the Notes then outstanding; (3iii) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4iv) waive a Default or Event of Default in the payment of principal of, premium onor interest or premium, if any, or interest or Additional Interest, if any, on, on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (5v) make any Note payable in money currency other than that stated in the Notes; (6vi) 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, premium onor interest or premium, if any, or interest or Additional Interest, if any, on, on the Notes; (7vii) modify the obligation of the Company waive a redemption payment with respect to repurchase Notes pursuant to any Note (other than a payment required by Section 3.09, 4.10 or 4.14 4.13 hereof, after the date of an event giving rise to such repurchase obligation); (8) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture; (9viii) make any change in the preceding amendment and waiver provisions; or (10) make ranking or priority of any change to or modify, the ranking of the Notes in respect of right of payment Note that would adversely affect the Holders Holder of a Note; or (ix) make any change in Section 6.04 or 6.07 hereof or in the Notesforegoing provisions of this paragraph.

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 IndentureIndenture (including Section 3.09, 4.10 and 4.15), the Notes Subsidiary Guarantees and the Note Guarantees Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, for the Notes), and, subject to Sections 6.04 and 6.07 hereof6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium onpremium, if any, or interest or Additional Interest, if any, on, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture Indenture, the Subsidiary Guarantees or the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for the Notes). Sections 2.08 and 2.09 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the CompanyCompany 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 7.02, 9.06, 12.04 and 12.05 hereof, the Trustee will shall join with the Company in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture directly Indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental Indenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof6.07, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company or Guarantors with any provision of this Indenture, the Notes Indenture or the Note GuaranteesNotes. However, without the consent of each Holder affected, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-non- consenting Holder): (1a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions relating to the dates on which the Notes may be redeemed or the redemption price thereof with respect to the redemption or repurchase of the NotesNotes except as provided above with respect to Sections 3.09, 4.10 and 4.15; (3c) reduce the rate of or change the time for payment of premium, if any, or interest, including default interest, on any Note; (4d) waive a Default or Event of Default in the payment of principal of, premium onof or premium, if any, or interest or Additional Interest, if any, on, on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (5e) make any Note payable in money other than that stated in the Notes; (6f) 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, premium onof or premium, if any, or interest or Additional Interest, if any, on, on the Notes; (7g) modify the obligation of the Company waive a redemption payment with respect to repurchase Notes pursuant to Section any Note other than a payment required by Sections 3.09, 4.10 or 4.14 hereof, after the date of an event giving rise to such repurchase obligationand 4.15; (8) h) release any Guarantor from any of its obligations under its Note Subsidiary Guarantee or this Indenture, Indenture except in accordance with the terms of this Indenture;Article 10 hereof; or (9i) make any change in the preceding foregoing amendment and waiver provisions; or (10) make any change to or modify, the ranking of the Notes in respect of right of payment that would adversely affect the Holders of the Notes.

With Consent of Holders of Notes. Except as provided below in this Section 9.0212.02, the Company and the Trustee may amend or supplement this IndentureIndenture (including, without limitation, Section 5.10 and ARTICLE 10 hereof), the Notes and the Note Guarantees Guarantee with the consent of the Majority Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 Section 7.04 and 6.07 Section 7.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal Principal of, premium onpremium, if any, Interest or interest or Additional Interest, if any, on, any other amounts due on the Notes, except a payment default resulting from an acceleration that has been rescindedrescinded pursuant to Section 7.02) or compliance with any provision of this Indenture or Indenture, the Notes or and the Note Guarantees Guarantee may be waived with the consent of the Majority Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Sections 2.08 and 2.09 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the Company, 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 7.02, 9.06, 12.04 and 12.05 hereof, the Trustee will join with the Company in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental 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 amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail shall deliver to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail send such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture, Notes, Note Guarantee or waiver. Subject to Sections 6.04 Section 7.04 and 6.07 Section 7.07 hereof, the Majority Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company or Guarantors with any provision of this Indenture, the Notes or the Note GuaranteesGuarantee. HoweverNotwithstanding anything in this Indenture to the contrary, without the consent of each Holder affected, an amendment, supplement amendment or waiver under this Section 9.02 12.02 may not (with respect to any Notes held by a non-consenting Holder): (1a) reduce the principal amount Principal Amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2b) reduce the principal of Principal of, Redemption Price of, Interest, premium, or any other amounts due hereunder or change the fixed maturity of any Note or alter or waive any of the provisions relating to the dates on which the Notes may be redeemed or the redemption price thereof with respect to the redemption of the Notes; (3c) reduce the rate of or change the time for payment of interest, including default interest, Interest on any Note; (4d) waive a Default or Event of Default in the payment of principal of, premium onPrincipal of or premium, if any, Interest or interest or Additional Interest, if any, on, any other amounts due on the Notes (except a rescission of acceleration of the Notes by the Majority 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); (5) make any Note payable in money other than that stated in the Notes; (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes; (7) modify the obligation of the Company to repurchase Notes acceleration pursuant to Section 3.09, 4.10 or 4.14 hereof, after the date of an event giving rise to such repurchase obligation7.02); (8) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture; (9) make any change in the preceding amendment and waiver provisions; or (10) make any change to or modify, the ranking of the Notes in respect of right of payment that would adversely affect the Holders of the Notes.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company Issuer and the Trustee may amend or supplement this Indenture, the Notes Notes, the Security Documents, the Intercreditor Deeds and the Note Guarantees any Additional Intercreditor Deed with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding including without limitation, Additional Notes, if any, voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and, subject to Sections 6.04 and 6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture 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, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes); provided, andhowever, subject to Sections 6.04 and 6.07 hereofthat if any amendment, any existing Default waiver or Event of Default (other than a Default or Event of Default in modification will only affect the payment of the principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Dollar Notes or the Note Guarantees may be waived with Sterling Notes, only the consent of the Holders of at least a majority in aggregate principal amount of the 155 then outstanding Dollar Notes or Sterling Notes (includingand not the consent of a majority in principal amount of all Notes then outstanding), without limitationas the case may be, 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). Sections 2.08 and 2.09 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02required. Upon the request of the CompanyIssuer 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 7.02, 9.06, 12.04 and 12.05 hereof, the Trustee will join with the Company Issuer in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture directly adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture. It is not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the The Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company or Guarantors Issuer with any provision of this IndentureIndenture or the Notes. However, unless consented to by the Holders of at least 90% of the aggregate principal amount of then outstanding Notes (provided, however that if any amendment, waiver or other modification will only affect the Dollar Notes or the Note Guarantees. However, without Sterling Notes only the consent of each Holder affectedthe Holders of at least 90% of the aggregate principal amount of the then outstanding Dollar Notes or Sterling Notes (and not the consent of at least 90% of the aggregate principal amount of all Notes then outstanding), as the case may be, will be required), an amendment, supplement or waiver under this Section 9.02 amendment may not (with respect to any Notes held by a non-consenting Holder):not: (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement amendment or waiver; (2) reduce the principal stated rate of or change extend the fixed maturity stated time for payment of interest or Additional Amounts on any Note or alter or waive any of the provisions relating to the dates on which the Notes may be redeemed or the redemption price thereof with respect to the redemption of the NotesNote; (3) reduce the rate principal of or change extend the time for payment Stated Maturity of interest, including default interest, on any Note; (4) waive a Default whether through an amendment or Event waiver of Default provisions in the payment covenants, definitions or otherwise (A) reduce the premium payable upon the redemption of principal of, any Note or change the time at which any Note may be redeemed under Section 3.07 (other than the notice provisions) or (B) reduce the premium on, if any, payable upon repurchase of any Note or interest change the time at which any Note is to be repurchased pursuant to Section 4.10 or Additional Interest, if any, on, Section 4.14 at any time after 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)obligation to repurchase has arisen; (5) make any Note payable in money other than that stated in the NotesNote (except to the extent the currency stated in the Notes has been succeeded or replaced pursuant to applicable Law); (6) impair the right of any Holder to receive payment of, premium, if any, principal of or interest or Additional Amounts, if any, on such Holder’s Notes on or after 156 the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; or (7) make any change in the amendment or waiver provisions described in this Section 9.02. In addition, without the consent of this Indenture relating to waivers at least 75% in aggregate principal amount of past Defaults Notes then outstanding (provided, however that if any amendment, waiver or other modification will only affect the Dollar Notes or the rights Sterling Notes only the consent of the Holders of at least 75% of the aggregate principal amount of the then outstanding Dollar Notes to receive payments or Sterling Notes (and not the consent of at least 75% of the aggregate principal ofamount of all Notes then outstanding), premium onas the case may be, if anyshall be required), no amendment or interest or Additional Interest, if any, on, the Notes;supplement may: (71) modify the obligation of the Company to repurchase Notes pursuant to Section 3.09, 4.10 or 4.14 hereof, after the date of an event giving rise to such repurchase obligation; (8) release any Guarantor (including the Company) from any of its obligations under its Note Guarantee or this Indenturemodify any Note Guarantee, except except, in each case, in accordance with the terms of this Indenture;; and (92) make modify any change Security Document or the provisions in this Indenture dealing with Security Documents or application of trust moneys in any manner, taken as a whole, materially adverse to the preceding amendment and waiver provisions; or (10) make any change to Holders or modifyotherwise release all or substantially all of the Collateral except in accordance with the terms of the Security Documents, the ranking Intercreditor Deeds, any applicable Additional Intercreditor Deed or as otherwise permitted by this Indenture. For purposes of the Notes in respect of right of payment that would adversely affect determining whether the Holders of the requisite principal amount of Notes have taken any action under this Section 9.02 (other than with respect to a determination that only affects the Dollar Notes), the principal amount of Dollar Notes shall be deemed to be the Sterling Equivalent of such principal amount of Dollar Notes as of (1) if a record date has been set with respect to the taking of such action, such date or (2) if no such record date has been set, the date the taking of such action by the Holders of such requisite principal amount is certified to the Trustee by the Issuer.