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

With Consent of Holders of Notes. The Company and the Trustee may enter into a supplemental indenture with the written consent of the Holders of at least a majority in principal amount of the outstanding Notes of each Series affected by such supplemental indenture (including consents obtained in connection with a tender offer or exchange offer for the Notes of such Series), for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of Notes of each such Series. Except as otherwise provided herein, the Holders of at least a majority in principal amount of the outstanding Notes of each Series by notice to the Trustee (including consents obtained in connection with a tender offer or exchange offer for the Notes of such Series) may waive compliance by the Company with any provision of this Indenture or the Notes with respect to such Series. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not: (a) reduce the principal amount of Notes whose Holders must consent to an amendment or waiver; (b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes; (c) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (d) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest, if any, on the Notes of a given 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; (e) make any Note payable in money other than that stated in the Notes; (f) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of the Notes to receive payments of principal of or premium, interest, if any, on the Notes; or (g) make any change in the foregoing amendment and waiver provisions. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed supplemental indenture or waiver, but it shall be sufficient if such consent approves the substance thereof. Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 7.02 and 9.06 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.

With Consent of Holders of Notes. The Company (a) Except as provided below in this Section 9.02, the Company, any Guarantor, any other obligor under the Notes and the Trustee may enter into a supplemental indenture with the written consent of the Holders of at least a majority in principal amount of the outstanding Notes of each Series affected by such supplemental indenture (including consents obtained in connection with a tender offer amend or exchange offer for the Notes of such Series), for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of Notes of each such Series. Except as otherwise provided herein, the Holders of at least a majority in principal amount of the outstanding Notes of each Series by notice to the Trustee (including consents obtained in connection with a tender offer or exchange offer for the Notes of such Series) may waive compliance by the Company with any provision of supplement this Indenture or the Notes with respect to such Series. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not: (a) reduce the principal amount of Notes whose Holders must consent to an amendment or waiver; (b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes; (c) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (d) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest, if any, on the Notes of a given 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 Notes (including Additional Notes, if any) then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes); provided, however, that no such modification or amendment may, without the consent of the Holder of each outstanding Note affected thereby: (1) change the Stated Maturity of the principal of, or any installment of interest on, or change to an earlier date any redemption date of, or waive a default in the payment of the principal of, premium, if any, or interest on, any such Note (except rescission of acceleration of Notes by the Holders of a majority in aggregate principal amount of such Series Notes and a waiver of the payment default that resulted from such acceleration) or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change the coin or currency in which the principal of any such Note or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment after the Stated Maturity thereof (or, in the case of redemption, on or after the redemption date); (e2) make reduce the amounts required to be paid by the Company (or materially defer the times at which the Company is required to pay such amounts) pursuant to a Prepayment Offer in connection with any Note payable Asset Sale or Asset Sales in money other than that stated accordance with Section 4.11 or pursuant to a Change of Control Offer in the Notesevent of any Change of Control in accordance with Section 4.19; (f3) make reduce the percentage in principal amount of such outstanding Notes, the consent of whose Holders is required for any change such amendment or supplemental indenture, or the consent of whose Holders is required for any waiver or compliance with certain provisions of this Indenture; (4) modify any of the provisions relating to supplemental indentures requiring the consent of Holders or relating to the waiver of past defaults, 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 Holder of each such Note affected thereby; (5) voluntarily release, other than in accordance with this Indenture, the Guarantee of any Guarantor; or (6) amend or modify any of the provisions of this Indenture relating in any manner which subordinates the Notes issued hereunder in right of payment to waivers of past Defaults or the rights of Holders any other Indebtedness of the Notes Company or which subordinates any Guarantee in right of payment to receive payments any other Indebtedness of principal of or premium, interest, if any, on the Notes; orGuarantor issuing any such Guarantee. (gb) make any change in the foregoing amendment and waiver provisions. It The Company may, but shall not be necessary obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Holders on such record date, or its duly designated proxies, and 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 Holders of Notes under this Section 9.02 requisite percentage having been obtained prior to approve the particular form of date which is 90 days after such record date, any proposed supplemental indenture or waiver, but it shall be sufficient if such consent approves the substance thereof. previously given shall automatically and without further action by any Holder be canceled and of no further effect. (c) Upon the request of the Company accompanied by a resolution of its Board Resolution 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 Sections 7.02 Section 9.06 and 9.06 hereofSection 12.04, the Trustee will shall join with the Company and each Guarantor in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental Indentureindenture. (d) It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. (e) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.

With Consent of Holders of Notes. The Company Issuer and the Trustee may enter into a amend or supplement this Indenture, the Notes or any amended or supplemental indenture with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding Notes of each Series affected by such supplemental indenture (including without limitation consents obtained in connection with a purchase of, or tender offer or exchange offer for the Notes of such SeriesNotes), for the purpose and, subject to Sections 6.7 and 6.10, any existing Default or Event of adding Default and its consequences or compliance with any provisions to or changing in any manner or eliminating any of the provisions provision of this Indenture or the Notes may be waived with the consent of any supplemental indenture or of modifying in any manner the rights of the Holders of Notes of each such Series. Except as otherwise provided herein, the Holders of at least a majority in principal amount of the Notes then outstanding Notes of each Series by notice to the Trustee (including without limitation consents obtained in connection with a purchase of, or tender offer or exchange offer for the Notes of such Series) may waive compliance by the Company with any provision of this Indenture or the Notes with respect to such SeriesNotes). However, without the consent of each Holder of an outstanding Note adversely affected, an amendment or waiver under this Section 9.02 may not:not (with respect to any Notes held by a non-consenting Holder of Notes): (a1) reduce the percentage of principal amount of Notes whose Holders must consent to an amendment or waiveramendment; (b2) reduce the stated rate of or extend the stated time for payment of interest on any such Note; (3) reduce the principal of or change extend the fixed maturity Stated Maturity of any Note or alter or waive any of such Note; (4) reduce the provisions with respect to premium payable upon the redemption of the Notes; (c) reduce the rate of any such Note or change the time for payment of interest, including default interest, on at which any Notesuch Note may be redeemed as described under Section 3.1; (d5) waive a Default or Event reduce the premium payable upon the repurchase of Default in any Note, change the payment of principal of or premium, if anytime at which any Note may be repurchased, or interest, if any, on change any of the associated definitions related to the provisions of Section 4.11 once the obligation to repurchase the Notes of a given 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 accelerationhas arisen; (e6) make any such Note payable in money other than that stated in such Note; (7) impair the right of any Holder to receive payment of premium, if any, principal of and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (f) 8) make any change in the amendment provisions of this Indenture relating to waivers of past Defaults which require each Holder’s consent or in the rights of Holders of the Notes to receive payments of principal of or premium, interest, if any, on the Noteswaiver provisions; or (g9) make any change release the Company from its Note Guarantee (other than in accordance with the foregoing amendment and waiver provisionsterms of this Indenture). It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 9.2 to approve the particular form of any proposed supplemental indenture amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 7.02 and 9.06 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.

With Consent of Holders of Notes. The Except as provided below in this Section 9.02, the Company and the Trustee may enter into a supplemental indenture amend or supplement this Indenture and the Notes with the written consent of the Holders of at least a majority in principal amount of the Notes, including Additional Notes, if any, then outstanding Notes of each Series affected by such supplemental indenture voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes of such SeriesNotes), for and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (except a continuing Default or Event of Default (i) in the purpose payment of adding any provisions to principal, premium, if any, or changing interest on the Notes and (ii) in any manner respect of a covenant or eliminating any provision which under this Indenture cannot be modified or amended without the consent of the provisions Holder of each Note affected by such modification or amendment ) or compliance with any provision of this Indenture or the Notes may be waived with the consent of any supplemental indenture or of modifying in any manner the rights of the Holders of Notes of each such Series. Except as otherwise provided herein, the Holders of at least a majority in principal amount of the Notes, including Additional Notes, if any, then outstanding Notes of each Series by notice to the Trustee voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes Notes). It shall not be necessary for any instrument or resolution evidencing the consent of the Holders under this Section to approve the particular form of any proposed amendment or supplemental indenture, but it shall be sufficient if such Series) may waive compliance by instrument or resolution shall approve the Company with any provision substance thereof; provided, however, that the Trustee shall have the right to require an Opinion of this Indenture Counsel to the effect that the proposed amendment or waiver conforms in substance to the Notes with respect to such Seriesconsent of the Holders. However, without Without the consent of each Holder affectedHolder, an amendment or waiver under this Section 9.02 may not:not (with respect to any Notes held by a non-consenting Holder): (a1) reduce the principal amount of Notes whose Holders must consent to an amendment amendment, supplement or waiver; (b2) reduce the principal of or change the fixed maturity Stated Maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes; (c3) reduce the rate of or change the time for payment of interest, including default interest, interest on any Note; (d4) waive a Default or Event of Default in the payment of principal of of, or interest or premium, if any, or interest, if any, on the Notes of a given SeriesNotes, 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; (e5) make any Note payable in money other than that stated in the Notes; (f6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of the Notes to receive payments of principal of of, or interest or premium, interest, if any, on the Notes, or to institute suit for the enforcement of any payment on or with respect to such Holders’ Notes or any Subsidiary Guarantee; (7) amend, change or modify the obligation of the Company to make and consummate an Asset Sale Offer with respect to any Asset Sale in accordance with the provisions of Section 4.12 hereof after the obligation to make and consummate such Asset Sale Offer has arisen or the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change in Control Triggering Event in accordance with the provisions of Section 4.18 hereof after such Change of Control Triggering Event has occurred, including, in each case, amending, changing or modifying any definition relating thereto; (8) except as otherwise permitted under the provisions of Section 5.01 hereof, consent to the assignment or transfer by the Company or any Subsidiary Guarantor of any of their rights or obligations under this Indenture; (9) subordinate the Notes or any Subsidiary Guarantee to any other obligation of the Company or the applicable Subsidiary Guarantor; (10) amend or modify any Subsidiary Guarantee in a manner that would adversely affect the Holders of the Notes or release any Subsidiary Guarantor from any of its obligations under its Subsidiary Guarantee or this Indenture (except in accordance with the terms of this Indenture); (11) amend or modify the provisions of Section 4.20 hereof; or (g12) make any change in the foregoing preceding amendment and waiver provisions. The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any supplemental indenture. If a record date is fixed, the Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 120 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed supplemental indenture amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. Upon After an amendment, supplement or waiver under this Section 9.02 becomes effective, the request Company shall mail to the Holder of each Note affected thereby to such Holder’s address appearing in the Security Register a notice briefly describing the amendment, supplement or waiver. Any failure of the Company accompanied by a Board Resolution authorizing to mail such notice, or any defect therein, shall not, however, in any way impair or affect the execution validity of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 7.02 and 9.06 hereof, the Trustee will join with the Company in the execution of such amended indenture 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 Indenturewaiver.

With Consent of Holders of Notes. The Company (a) Except as provided below in this Section 9.02, the Company, any Subsidiary Guarantor and the Trustee may enter into a supplemental indenture amend or supplement this Indenture, the Notes, the Security Documents and the Intercreditor Agreement with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes of each Series affected by such supplemental indenture (including Additional Notes, if any) then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for the Notes of for, Notes); provided, however, that no such Series), for the purpose of adding any provisions to modification or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of Notes of each such Series. Except as otherwise provided herein, the Holders of at least a majority in principal amount of the outstanding Notes of each Series by notice to the Trustee (including consents obtained in connection with a tender offer or exchange offer for the Notes of such Series) may waive compliance by the Company with any provision of this Indenture or the Notes with respect to such Series. Howeveramendment may, without the consent of the Holder of each Holder affected, an amendment or waiver under this Section 9.02 may notoutstanding Note affected thereby: (a1) reduce the percentage in principal amount of Notes such outstanding Notes, the consent of whose Holders must consent to an is required for any such amendment or waiversupplemental indenture, or the consent of whose Holders is required for any waiver or compliance with certain provisions of this Indenture; (b2) reduce the stated rate of or change the stated time for payment of interest on any Note; (3) reduce the principal of or change the fixed maturity Stated Maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes; (c) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (d4) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed pursuant to Section 3.07 hereof; other than modifications of Sections 4.13 and 4.17 or provisions relating thereto; (5) make any Note payable in money other than that stated in the Note; (6) waive a Default or Event of Default in the payment of principal of or premium, if anyof, or interestinterest or premium on, if any, on the Notes of a given 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) or impair the right of any Holder to receive payment of the principal of, premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (e7) make modify the Subsidiary Guarantees in any Note payable in money other than that stated in manner adverse to the Holders of the Notes; (f8) release all or substantially all of the collateral subject to the Liens created by the Security Documents (except with respect to releases permitted under this Indenture) or (9) make any change in to or modify the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders ranking of the Notes to receive payments of principal of or premium, interest, if any, on that would adversely affect the Notes; orHolders. (gb) make any change in the foregoing amendment and waiver provisions. It The Company may, but shall not be necessary obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Holders on such record date, or its duly designated proxies, and 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 Holders of Notes under this Section 9.02 requisite percentage having been obtained prior to approve the particular form of date which is 90 days after such record date, any proposed supplemental indenture or waiver, but it shall be sufficient if such consent approves the substance thereof. previously given shall automatically and without further action by any Holder be canceled and of no further effect. (c) Upon the request of the Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended amendment, supplement or supplemental indenturewaiver, 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 Sections 7.02 Section 9.06 and 9.06 hereofSection 13.04, the Trustee will shall join with the Company and each Subsidiary Guarantor 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 Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended amendment, supplement or supplemental Indenturewaiver. (d) It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. (e) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders of Notes a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

With Consent of Holders of Notes. The Company (a) Except as provided below in this Section 9.02, the Company, any Guarantor, any other obligor under the Notes and the Trustee may enter into a supplemental indenture with the written consent of the Holders of at least a majority in principal amount of the outstanding Notes of each Series affected by such supplemental indenture (including consents obtained in connection with a tender offer amend or exchange offer for the Notes of such Series), for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of Notes of each such Series. Except as otherwise provided herein, the Holders of at least a majority in principal amount of the outstanding Notes of each Series by notice to the Trustee (including consents obtained in connection with a tender offer or exchange offer for the Notes of such Series) may waive compliance by the Company with any provision of supplement this Indenture or the Notes with respect to such Series. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not: (a) reduce the principal amount of Notes whose Holders must consent to an amendment or waiver; (b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes; (c) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (d) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest, if any, on the Notes of a given 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 Notes (including Additional Notes, if any) then outstanding Notes (including 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 such Series and a waiver of the payment default that resulted from such acceleration; (e) make Default or compliance with any Note payable in money other than that stated in the Notes; (f) make any change in the provisions provision of this Indenture relating to waivers of past Defaults or the rights of Holders of the Notes to receive payments of principal of or premium, interest, if any, on the Notes; or (g) make any change in the foregoing amendment and waiver provisions. It shall not may be necessary for waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). However, without the consent of the Holder of each outstanding Note affected thereby, an amendment, supplement or waiver under this Section 9.02 may not: (1) change the Stated Maturity of the principal of, or any installment of interest on, or change to approve an earlier date any redemption date of, or waive a default in the particular form payment of the principal of, premium, if any, or interest on, any such Note or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change the coin or currency in which the principal of any proposed such Note or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment after the Stated Maturity thereof (or, in the case of redemption, on or after the redemption date); (2) amend, change or modify, (a) after the obligation of the Company to make a Prepayment Offer with respect to an Asset Sale has arisen, in accordance with Section 4.11, the obligation of the Company, to make such Prepayment Offer or (b) the obligation of the Company, after the occurrence of a Change of Control, to make a Change of Control Offer in accordance with Section 4.17; (3) reduce the percentage in principal amount of such outstanding Notes, the consent of whose Holders is required for any such amendment or supplemental indenture indenture, or waiverthe consent of whose Holders is required for any waiver or compliance with certain provisions of this Indenture; (4) modify any of the provisions relating to supplemental indentures requiring the consent of Holders or relating to the waiver of past defaults or relating to the waiver of certain covenants, but it shall 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 sufficient if modified or waived without the consent of the Holder of each such consent approves Note affected thereby; (5) voluntarily release, other than in accordance with this Indenture, the substance thereof. Guarantee of any Guarantor; or (6) amend or modify any of the provisions of this Indenture in any manner which subordinates the Notes issued hereunder in right of payment to any other Indebtedness of the Company or which subordinates any Guarantee in right of payment to any other Indebtedness of the Guarantor issuing any such Guarantee. (b) Upon the request of the Company accompanied by a resolution of its Board Resolution 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 Sections 7.02 Section 9.06 and 9.06 hereofSection 12.04, 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 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. (c) It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. (d) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders a notice briefly describing the amendment, supplement or waiver. However, the failure to give such notice, or any defect in the notice, will not impair or affect the validity of the amendment, supplement or waiver.

With Consent of Holders of Notes. The Except as provided below in this Section 9.02, the Company and the Trustee may enter into a supplemental indenture amend or supplement this Indenture and the Notes with the written consent of the Holders of at least a majority in principal amount of the Notes, including Additional Notes, if any, then outstanding Notes of each Series affected by such supplemental indenture voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes of such SeriesNotes), for and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (except a continuing Default or Event of Default (i) in the purpose payment of adding any provisions to principal, premium, if any, or changing interest on the Notes and (ii) in any manner respect of a covenant or eliminating any provision which under this Indenture cannot be modified or amended without the consent of the provisions Holder of each Note affected by such modification or amendment ) or compliance with any provision of this Indenture or the Notes may be waived with the consent of any supplemental indenture or of modifying in any manner the rights of the Holders of Notes of each such Series. Except as otherwise provided herein, the Holders of at least a majority in principal amount of the Notes, including Additional Notes, if any, then outstanding Notes of each Series by notice to the Trustee voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes Notes). It shall not be necessary for any instrument or resolution evidencing the consent of the Holders under this Section to approve the particular form of any proposed amendment or supplemental indenture, but it shall be sufficient if such Series) may waive compliance by instrument or resolution shall approve the Company with any provision substance thereof; provided, however, that the Trustee shall have the right to require an Opinion of this Indenture Counsel to the effect that the proposed amendment or waiver conforms in substance to the Notes with respect to such Seriesconsent of the Holders. However, without Without the consent of each Holder affectedHolder, an amendment or waiver under this Section 9.02 may not:not (with respect to any Notes held by a non-consenting Holder): (a1) reduce the principal amount of Notes whose Holders must consent to an amendment amendment, supplement or waiver; (b2) reduce the principal of or change the fixed maturity Stated Maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes; (c3) reduce the rate of or change the time for payment of interest, including default interest, interest on any Note; (d4) waive a Default or Event of Default in the payment of principal of of, or premiuminterest or premium on, if any, or interest, if any, on the Notes of a given SeriesNotes, 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; (e5) make any Note payable in money other than that stated in the Notes; (f6) 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 on, if any, the Notes, or to institute suit for the enforcement of any payment on or with respect to such Holders’ Notes or any Subsidiary Guarantee; (7) amend, change or modify the obligation of the Company to make and consummate an Asset Sale Offer with respect to any Asset Sale in accordance with the provisions of Section 4.12 hereof after the obligation to make and consummate such Asset Sale Offer has arisen or the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change in Control Triggering Event in accordance with the provisions of Section 4.18 hereof after such Change of Control Triggering Event has occurred, including, in each case, amending, changing or modifying any definition relating thereto; (8) except as otherwise permitted under the provisions of Section 5.01 hereof, consent to the assignment or transfer by the Company or any Subsidiary Guarantor of any of their rights or obligations under this Indenture; (9) subordinate the Notes or any Subsidiary Guarantee to any other obligation of the Company or the applicable Subsidiary Guarantor; (10) amend or modify any Subsidiary Guarantee in a manner that would adversely affect the Holders of the Notes or release any Subsidiary Guarantor from any of its obligations under its Subsidiary Guarantee or this Indenture (except in accordance with the terms of this Indenture); (11) amend or modify the provisions of Section 4.20 hereof; or (12) make any change in the preceding amendment and waiver provisions. For the avoidance of doubt, no amendment or deletion of any of Sections 1.08, 4.03, 4.08, 4.09, 4.10, 4.11, 4.13, 4.14, 4.17, 4.19, 4.21, 4.22 and 5.01 hereof in accordance with the amendment provisions set forth herein, or action taken in compliance with such covenants in effect at the time of such action, shall be deemed to make any change in the provisions herein relating to the legal right of any Holder of the Notes to receive payments of principal of of, or premium, interestinterest or premium on, if any, the Note. The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any supplemental indenture. If a record date is fixed, the Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided that unless such consent shall have become effective by virtue of the Notes; or (g) make requisite percentage having been obtained prior to the date which is 120 days after such record date, any change in the foregoing amendment such consent previously given shall automatically and waiver provisionswithout further action by any Holder be cancelled and of no further effect. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed supplemental indenture amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. Upon After an amendment, supplement or waiver under this Section 9.02 becomes effective, the request Company shall mail to the Holder of each Note affected thereby to such Holder’s address appearing in the Security Register a notice briefly describing the amendment, supplement or waiver. Any failure of the Company accompanied by a Board Resolution authorizing to mail such notice, or any defect therein, shall not, however, in any way impair or affect the execution validity of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 7.02 and 9.06 hereof, the Trustee will join with the Company in the execution of such amended indenture 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 Indenturewaiver.

With Consent of Holders of Notes. The Except as provided below in this Section 9.2, the Company and the Trustee may enter into a supplemental indenture amend or supplement this Indenture and the Notes may be amended or supplemented with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a tender offer or exchange offer for the Notes), and, subject to Sections 6.2, 6.4 and 6.7 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes of each Series affected by such supplemental indenture (including consents obtained in connection with a tender offer or exchange offer for the Notes of such SeriesNotes), for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of Notes of each such Series. Except as otherwise provided herein, the Holders of at least a majority in principal amount of the outstanding Notes of each Series by notice to the Trustee (including consents obtained in connection with a tender offer or exchange offer for the Notes of such Series) may waive compliance by the Company with any provision of this Indenture or the Notes with respect to such Series. However, without Without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not:not (with respect to any Notes held by a non-consenting Holder): (a1) reduce the principal amount of Notes whose Holders must consent to an amendment or waiveramendment; (b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes; (c2) reduce the rate of or change or have the effect of changing the time for payment of interest, including default defaulted interest, on any NoteNotes; (d3) waive a Default or Event of Default in reduce the payment of principal of or premium, if anychange or have the effect of changing the fixed maturity of any Notes, or interestchange the date on which any Notes may be subject to redemption or reduce the redemption price therefor, if any, on other than prior to the Company's obligation to purchase Notes under provisions relating to the Company's obligation to make and consummate a Change of Control Offer in the event of a given Series, except Change of Control or to make and consummate 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 accelerationNet Proceeds Offer with respect to any Asset Sale; (e4) make any Note Notes payable in money other than that stated in the Notes; (f5) make any change in the provisions of this Indenture relating protecting the right of each Holder to waivers receive payment of past principal of and interest on such Note on or after the due date thereof or to bring suit to enforce such payment, or permitting Holders of a majority in principal amount of Notes to waive Defaults or Events of Default; (6) between the rights date on which a Change of Holders Control or an Asset Sale giving rise to the Company's obligation to make a Net Proceeds Offer occurs and the date on which the payments are made with respect to the related Change of Control Offer or Net Proceeds Offer, as the case may be, amend, change or modify in any material respect (A) the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control or make and consummate a Net Proceeds Offer with respect to Asset Sales that have been consummated or (B) any of the provisions or definitions with respect thereto; (7) modify or change any provision of this Indenture or the related definitions affecting the ranking of the Notes to receive payments or subordination of principal of or premium, interest, if any, on any Guarantee in a manner which adversely affects the NotesHolders in any material respect; or (g) make 8) release any change Guarantor that is a Significant Subsidiary from any of its obligations under its Guarantee or this Indenture otherwise than in accordance with the foregoing amendment and waiver provisions. It shall not be necessary for the consent terms of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed supplemental indenture or waiver, but it shall be sufficient if such consent approves the substance thereofIndenture. Upon the written request of the Company accompanied by a resolution of the Board Resolution (evidenced by an Officers' Certificate) authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 7.02 an Officers' Certificate and 9.06 hereofan Opinion of Counsel, 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 Indentureindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. No amendment of, or supplement or waiver to, this Indenture shall adversely affect the rights of the holders of any Guarantor Senior Debt under Article X hereof (including any defined terms as used therein) without the consent of each holder of Guarantor Senior Debt affected thereby. After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver.

With Consent of Holders of Notes. The Company (a) Except as provided below in this Section 9.02, the Company, the Guarantors, any other obligor under the Notes and the Trustee may enter into a supplemental indenture amend or supplement this Indenture or the Notes with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes of each Series affected by such supplemental indenture (including Additional Notes, if any) then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for the Notes of for, Notes); provided, however, that no such Series), for the purpose of adding any provisions to modification or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of Notes of each such Series. Except as otherwise provided herein, the Holders of at least a majority in principal amount of the outstanding Notes of each Series by notice to the Trustee (including consents obtained in connection with a tender offer or exchange offer for the Notes of such Series) may waive compliance by the Company with any provision of this Indenture or the Notes with respect to such Series. Howeveramendment may, without the consent of the Holder of each Holder affected, an amendment or waiver under this Section 9.02 may notoutstanding Note affected thereby: (a1) reduce the percentage of principal amount of Notes whose Holders must consent to an amendment amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity waiver of any Note provision of this Indenture or alter or waive any of the provisions with respect to the redemption of the Notes; (c2) reduce the rate of or change the time for payment of interest, including default interest, if any, on the Notes; (3) reduce the principal amount of any Note or change the Maturity Date of the Notes; (4) reduce the amount payable upon redemption of any Note; (d5) waive a Default or any Event of Default in the payment of principal of of, any premium or premium, if any, or interest, if any, interest on the Notes of a given 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 accelerationNotes; (e6) make any Note payable in money other than that stated in the Notessuch Note; (f7) impair the right of Holders of Notes to receive payment of the principal of and interest on Notes on the respective due dates therefor and to institute suit for the enforcement of any such payment; or (8) make any change in the percentage of principal amount of Notes necessary to waive compliance with certain provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of the Notes to receive payments of principal of or premium, interest, if any, on the Notes; orIndenture. (gb) make any change in the foregoing amendment and waiver provisions. It The Company may, but shall not be necessary obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Holders on such record date, or its duly designated proxies, and 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 Holders of Notes under this Section 9.02 requisite percentage having been obtained prior to approve the particular form of date which is 90 days after such record date, any proposed supplemental indenture or waiver, but it shall be sufficient if such consent approves the substance thereof. previously given shall automatically and without further action by any Holder be canceled and of no further effect. (c) Upon the request of the Company accompanied by a resolution of its Board Resolution 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 Sections 7.02 Section 9.06 and 9.06 hereofSection 12.04, the Trustee will shall join with the Company and each Guarantor in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental Indentureindenture. (d) It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. (e) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.

With Consent of Holders of Notes. The Company Except as provided below in this Section 9.2, the Issuer and the Trustee may enter into a supplemental indenture amend or supplement this Indenture and the Notes may be amended or supplemented with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a tender offer or exchange offer for the Notes), and, subject to Sections 6.2, 6.4 and 6.7 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes of each Series affected by such supplemental indenture (including consents obtained in connection with a tender offer or exchange offer for the Notes of such SeriesNotes), for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of Notes of each such Series. Except as otherwise provided herein, the Holders of at least a majority in principal amount of the outstanding Notes of each Series by notice to the Trustee (including consents obtained in connection with a tender offer or exchange offer for the Notes of such Series) may waive compliance by the Company with any provision of this Indenture or the Notes with respect to such Series. However, without Without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not:not (with respect to any Notes held by a non-consenting Holder): (a1) reduce the principal amount of Notes whose Holders must consent to an amendment or waiveramendment; (b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes; (c2) reduce the rate of or change or have the effect of extending the time for payment of interest, including default defaulted interest, on any NoteNotes; (d3) waive a Default or Event of Default in reduce the payment of principal of or premium, if anychange or have the effect of changing the Stated Maturity of any Notes, or interestchange the date on which any Notes may be subject to redemption -77- or reduce the redemption price therefor, if any, on other than provisions relating to the Notes Issuer's obligation to make and consummate a Change of Control Offer in the event of a given Series, except Change of Control or to make and consummate 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 accelerationPrepayment Offer with respect to any Asset Sale; (e4) make any Note Notes payable in money other than that stated in the Notes; (f5) impair the right of any Holder to receive payment of principal of and interest on such Holder's Notes on or after the due dates thereof or to institute suit to enforce such payment; (6) after the Issuer's obligation to purchase Notes arises under Section 4.15 or 4.17 and until such obligation is satisfied, amend, change, or modify in any material respect the obligation of the Issuer to make and consummate a Change of Control Offer in the event of a Change of Control or make and consummate a Prepayment 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; (7) modify or change any provision of this Indenture or the related definitions affecting the ranking of the Notes in a manner which adversely affects the Holders; (8) make any change in the amendment provisions of this Indenture relating to waivers of past Defaults which require each Holder's consent or in the rights of Holders of the Notes to receive payments of principal of or premium, interest, if any, on the Noteswaiver provisions; or (g9) make any change in reduce the foregoing amendment and waiver provisions. It shall not be necessary for premium payable upon the consent of the Holders of Notes under this Section 9.02 to approve the particular form redemption of any proposed supplemental indenture Note or waiver, but it change the time at which any Note may or shall be sufficient if such consent approves the substance thereof. redeemed as described under "Optional Redemption." Upon the written request of the Company Issuer accompanied by a resolution of the Board Resolution of Directors (evidenced by an Officers' Certificate) authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 7.02 an Officers' Certificate and 9.06 hereofan Opinion of Counsel, 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 '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 shall not be necessary for the consent of the Holders of Notes under this Section 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Issuer shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver.

With Consent of Holders of Notes. The Company (a) Except as provided below in this Section 9.02, the Company, any Guarantor, any other obligor under the Notes and the Trustee may enter into a supplemental indenture with the written consent of the Holders of at least a majority in principal amount of the outstanding Notes of each Series affected by such supplemental indenture (including consents obtained in connection with a tender offer amend or exchange offer for the Notes of such Series), for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of Notes of each such Series. Except as otherwise provided herein, the Holders of at least a majority in principal amount of the outstanding Notes of each Series by notice to the Trustee (including consents obtained in connection with a tender offer or exchange offer for the Notes of such Series) may waive compliance by the Company with any provision of supplement this Indenture or the Notes with respect to such Series. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not: (a) reduce the principal amount of Notes whose Holders must consent to an amendment or waiver; (b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes; (c) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (d) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest, if any, on the Notes of a given 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 Notes (including Additional Notes, if any) then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes); provided , however , that no such modification or amendment may, without the consent of the Holder of each outstanding Note affected thereby: (1) change the Stated Maturity of the principal of, or any installment of interest on, or change to an earlier date any redemption date of, or waive a default in the payment of the principal of, premium, if any, or interest on, any such Note (except rescission of acceleration of Notes by the Holders of a majority in aggregate principal amount of such Series Notes and a waiver of the payment default that resulted from such acceleration) or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change the coin or currency in which the principal of any such Note or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment after the Stated Maturity thereof (or, in the case of redemption, on or after the redemption date); (e2) make reduce the amounts required to be paid by the Company (or materially defer the times at which the Company is required to pay such amounts) pursuant to a Prepayment Offer in connection with any Note payable Asset Sale or Asset Sales in money other than that stated accordance with Section 4.11 or pursuant to a Change of Control Offer in the Notesevent of any Change of Control in accordance with Section 4.19; (f3) make reduce the percentage in principal amount of such outstanding Notes, the consent of whose Holders is required for any change such amendment or supplemental indenture, or the consent of whose Holders is required for any waiver or compliance with certain provisions of this Indenture; (4) modify any of the provisions relating to supplemental indentures requiring the consent of Holders or relating to the waiver of past defaults, 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 Holder of each such Note affected thereby; (5) voluntarily release, other than in accordance with this Indenture, the Guarantee of any Guarantor; or (6) amend or modify any of the provisions of this Indenture relating in any manner which subordinates the Notes issued hereunder in right of payment to waivers of past Defaults or the rights of Holders any other Indebtedness of the Notes Company or which subordinates any Guarantee in right of payment to receive payments any other Indebtedness of principal of or premium, interest, if any, on the Notes; orGuarantor issuing any such Guarantee. (gb) make any change in the foregoing amendment and waiver provisions. It The Company may, but shall not be necessary obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Holders on such record date, or its duly designated proxies, and 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 Holders of Notes under this Section 9.02 requisite percentage having been obtained prior to approve the particular form of date which is 90 days after such record date, any proposed supplemental indenture or waiver, but it shall be sufficient if such consent approves the substance thereof. previously given shall automatically and without further action by any Holder be canceled and of no further effect. (c) Upon the request of the Company accompanied by a resolution of its Board Resolution 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 Sections 7.02 Section 9.06 and 9.06 hereofSection 12.04, the Trustee will shall join with the Company and each Guarantor in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental Indentureindenture. (d) It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. (e) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.

With Consent of Holders of Notes. The Company (a) Except as provided below in this Section 8.02, the Company, any Guarantor, any other obligor under the Notes and the Trustee may enter into a supplemental indenture with amend or supplement the written consent of the Holders of at least a majority in principal amount of the outstanding Notes of each Series affected by such supplemental indenture Indenture (including consents obtained in connection with a tender offer or exchange offer for the Notes of such Series), for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of Notes of each such Series. Except as otherwise provided herein, the Holders of at least a majority in principal amount of the outstanding Notes of each Series by notice to the Trustee (including consents obtained in connection with a tender offer or exchange offer for the Notes of such SeriesSupplemental Indenture) may waive compliance by the Company with any provision of this Indenture or the Notes with respect to such Series. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not: (a) reduce the principal amount of Notes whose Holders must consent to an amendment or waiver; (b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes; (c) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (d) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest, if any, on the Notes of a given 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 Notes (including Additional Notes, if any) then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and, subject to Section 6.04 and Section 6.07, any existing Default or Event of Default or compliance with any provision of the Indenture with respect to the Notes or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes of such Series and (including Additional Notes, if any) (including consents obtained in connection with a waiver purchase of, or tender offer or exchange offer for, Notes). However, without the consent of the payment default that resulted from such acceleration;Holder of each outstanding Note affected thereby, an amendment, supplement or waiver under this Section 8.02 may not: (e1) make change the Stated Maturity of the principal of, or any Note payable in money other than that stated installment of interest on, or change to an earlier date any redemption date of, or waive a default in the Notes; (f) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders payment of the Notes to receive payments of principal of or of, premium, interest, if any, or interest on, any such Note or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change the coin or currency in which the principal of any such Note or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment after the Stated Maturity thereof (or, in the case of redemption, on or after the redemption date); (2) amend, change or modify, (a) after the obligation of the Company to make a Prepayment Offer with respect to an Asset Sale has arisen, in accordance with Section 4.11, the obligation of the Company, to make such Prepayment Offer or (b) the obligation of the Company, after the occurrence of a Change of Control, to make a Change of Control Offer in accordance with Section 4.17; (3) reduce the percentage in principal amount of such outstanding Notes, the consent of whose Holders is required for any such amendment of the Indenture (including this Supplemental Indenture), or the consent of whose Holders is required for any waiver or compliance with certain provisions of this Supplemental Indenture; (4) modify any of the provisions of the Indenture requiring the consent of Holders or relating to the waiver by Holders of past defaults or relating to the waiver by Holders of certain covenants, except to increase the percentage of such outstanding Notes required for such actions or to provide that certain other provisions of the Indenture cannot be modified or waived without the consent of the Holder of each such Note affected thereby; (5) voluntarily release, other than in accordance with this Supplemental Indenture, the Guarantee of any Guarantor with respect to the Notes; or (g6) make amend or modify any change in the foregoing amendment and waiver provisions. It shall not be necessary for the consent of the Holders provisions of the Indenture in any manner which subordinates the Notes under this Section 9.02 issued hereunder in right of payment to approve any other Indebtedness of the particular form Company or which subordinates any Guarantee with respect to the Notes in right of payment to any proposed supplemental indenture or waiver, but it shall be sufficient if other Indebtedness of the Guarantor issuing any such consent approves the substance thereof. Guarantee. (b) Upon the request of the Company accompanied by a resolution of its Board Resolution 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 Sections 7.02 Section 8.06 and 9.06 hereofSection 11.02, 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 own rights, duties or immunities under this Supplemental 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. (c) It shall not be necessary for the consent of the Holders of Notes under this Section 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. (d) After an amendment, supplement or waiver under this Section 8.02 becomes effective, the Company shall mail to the Holders a notice briefly describing the amendment, supplement or waiver. However, the failure to give such notice, or any defect in the notice, will not impair or affect the validity of the amendment, supplement or waiver. (e) For purposes of Article IX of the Base Indenture, a supplemental indenture which changes or eliminates any covenant or other provision of the Indenture which has been expressly included solely for the benefit of one or more particular series of Securities other than the Notes or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision shall be deemed not to affect the rights under the Indenture of the Holders of Notes.

With Consent of Holders of Notes. The Except as provided below in this Section 9.2, the Company and the Trustee may enter into a supplemental indenture amend or supplement this Indenture and the Notes may be amended or supplemented with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a tender offer or exchange offer for the Notes), and, subject to Sections 6.2, 6.4 and 6.7, any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes of each Series affected by such supplemental indenture (including consents obtained in connection with a tender offer or exchange offer for the Notes of such SeriesNotes), for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of Notes of each such Series. Except as otherwise provided herein, the Holders of at least a majority in principal amount of the outstanding Notes of each Series by notice to the Trustee (including consents obtained in connection with a tender offer or exchange offer for the Notes of such Series) may waive compliance by the Company with any provision of this Indenture or the Notes with respect to such Series. However, without Without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not: (a1) reduce the principal amount of Notes whose Holders must consent to an amendment or waiveramendment; (b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes; (c2) reduce the rate of or change or have the effect of changing the time for payment of interest, including default defaulted interest, on any NoteNotes; (d3) waive a Default or Event of Default in reduce the payment of principal of or premium, if anychange or have the effect of changing the fixed maturity of any Notes, or interest, if any, change the date on which any Notes may be subject to redemption or reduce the Notes of a given 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 accelerationredemption price therefor; (e4) make any Note Notes payable in money other than that stated in the such Notes; (f5) make any change in the provisions of this Indenture relating protecting the right of each Holder to waivers receive payment of past principal of and interest on such Note on or after the due date thereof or to bring suit to enforce such payment, or permitting Holders of a majority in principal amount of Notes to waive Defaults or Events of Default; (6) after the rights Company's obligation to purchase Notes arises thereunder, amend, change or modify in any material respect the obligation of Holders the Company to make and consummate a Change of Control Offer in the event of a Change of Control or make and consummate a Net Proceeds Offer with respect to any Asset Sale that has been consummated or, after such Change of Control has occurred or such Asset Sale has been consummated, modify any of the provisions or definitions with respect thereto; (7) modify or change any provision of this Indenture or the related definitions affecting the ranking of the Notes to receive payments or any Guarantee of principal of or premium, interest, if any, on the NotesNotes in a manner which adversely affects the Holders; or (g) make 8) release any change in the foregoing amendment and waiver provisions. It shall not be necessary for the consent of the Holders Guarantor of Notes issued under this Section 9.02 to approve Indenture that is a Significant Subsidiary from any of its obligations under its Guarantee of Notes issued under this Indenture otherwise than in accordance with the particular form terms of any proposed supplemental indenture or waiver, but it shall be sufficient if such consent approves the substance thereofthis Indenture. Upon the written request of the Company accompanied by a Board Resolution (a copy of which shall be provided to the Trustee) authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described an Officers' Certificate and an Opinion of Counsel in Sections 7.02 and 9.06 hereofcompliance with Section 9.6, the Trustee will shall join with the Company in the execution of such amended or supplemental 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 Indentureindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver.

With Consent of Holders of Notes. The Company and the -------------------------------- Trustee may enter into a amend or supplement this Indenture or the Notes or any amended or supplemental indenture with the written consent of the Holders of at least a majority in principal amount at maturity of the Notes then outstanding Notes of each Series affected by such supplemental indenture (including consents obtained in connection with a tender offer or exchange offer for the Notes of such SeriesNotes), for the purpose and any existing Default or Event of adding Default and its consequences or compliance with any provisions to or changing in any manner or eliminating any of the provisions provision of this Indenture or the Notes may be waived with the consent of any supplemental indenture or of modifying in any manner the rights of the Holders of Notes of each such Series. Except as otherwise provided herein, the Holders of at least a majority in principal amount at maturity of the Notes then outstanding Notes of each Series by notice to the Trustee (including consents obtained in connection with a tender offer or exchange offer for the Notes of such Series) may waive compliance by the Company with any provision of this Indenture or the Notes with respect to such SeriesNotes). However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not: not (awith respect to any Notes held by a nonconsenting Holder of Notes): (i) reduce the principal amount at maturity of the Notes whose Holders must consent to an amendment amendment, supplement or waiver; , (bii) reduce the principal Accreted Value of or change the fixed maturity of any such Note or alter or waive any of the provisions with respect to the redemption of the Notes; , (ciii) reduce the rate of or change the time for payment of interest, including default interest, interest on any Note; , (div) waive a Default or Event of Default in the payment of Accreted Value or principal of of, or premium, if any, or interest, Additional Amounts, if any, on or Liquidated Damages, if any, on, the Notes of a given Series, (except a rescission of acceleration of the Notes of such Series by the Holders of at least a majority in aggregate principal amount at maturity of the then outstanding Notes of such Series and a waiver of the payment default that resulted from such acceleration; acceleration with respect to the Notes) or in respect of a covenant or provision contained in this Indenture which cannot be amended or modified without the consent of all Holders, (ev) make any Note payable in money other than that stated in the Notes; (f) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of the Notes to receive payments of principal of or premium, interest, if any, on the Notes; or (g) make any change in the foregoing amendment and waiver provisions. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed supplemental indenture or waiver, but it shall be sufficient if such consent approves the substance thereof. Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 7.02 and 9.06 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.,

With Consent of Holders of Notes. The Company and the Trustee and the Collateral Agent, as applicable, may enter into (or provide any applicable consent to) a supplemental indenture or amend or supplement the Collateral Documents as they apply to the Notes with the written consent of the Holders of at least a majority in principal amount of the outstanding Notes of each Series affected by such supplemental indenture Controlling Party (including consents obtained in connection with a tender offer or exchange offer for the Notes of such Series), Notes) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of a Collateral Document, this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of Notes of each such SeriesNotes. Except as otherwise provided hereinin Section 6.13, the Holders of at least a majority in principal amount of the outstanding Notes of each Series Controlling Party by notice to the Trustee (including consents obtained in connection with a tender offer or exchange offer for the Notes of such SeriesNotes) may waive compliance by the Company with any provision of this Indenture or the Notes with respect to such SeriesNotes. However, without the consent of each Holder affectedof an affected Note, an amendment or waiver under this Section 9.02 may not: (a) reduce make any change to the percentage of principal amount of Notes whose the Holders of which must consent to an amendment or waiver; (b) reduce the principal of amount of, the Applicable Premium or change interest (including PIK Interest) on, or extend the fixed maturity of any Note Stated Maturity or alter or waive any of the provisions with respect to the redemption interest payment periods, of the Notes; (c) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (d) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest, if any, on the Notes of a given Series, except a rescission of acceleration of make 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; (e) make any Note Holder payable in money money, securities or currency other than that as stated in the Notes; (fd) make any change that adversely affects such Holder’s right to require the Company to purchase the Notes of such Holder in accordance with the terms of this Indenture; (e) impair the right of such Holder to institute suit for the enforcement of any payment with respect to the Notes; (f) except pursuant to the provisions of Article 8 hereto or in connection with a consolidation, merger or conveyance, transfer or lease of assets pursuant to Section 5.01 of this Indenture relating to waivers of past Defaults Indenture, release the Parent from its obligations under its Note Guarantee or the rights of Holders of the Notes to receive payments of principal of or premium, interest, if any, on the Notes; ormake any change in any Note Guarantee that would adversely affect such Holder; (g) make any change to or modify the ranking of, or the priority of the Liens securing, the Notes that would adversely affect the Holders; (h) expressly subordinate the Notes or any Note Guarantee in right of payment to any other Indebtedness of the Company or any Guarantor (other than in accordance with the express terms of this Indenture); or (i) modify any of the foregoing provisions of this Section 9.02. Any amendment and to, or waiver provisionsof, the 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 (other than in compliance with Section 11.05 of this Indenture) will require the consent of holders of at least 75% in aggregate principal amount of notes then outstanding. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplemental indenture or waiver, but it shall be sufficient if such consent approves the substance thereof. Upon the request of After an amendment, supplemental indenture or waiver under Section 9.01 or this Section 9.02 becomes effective, the Company accompanied shall mail to the Holders of Notes, a notice briefly describing the supplemental indenture or waiver. Any failure by a Board Resolution authorizing the execution Company to mail or publish such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 7.02 and 9.06 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 Indenturewaiver.

With Consent of Holders of Notes. The Company Except as provided above in Section 9.01 and below in this Section 9.02, the Company, the Guarantors, the Trustee and the Trustee First Lien Collateral Agent may enter into amend or supplement this Indenture, the Notes and the Collateral Documents by the execution of a supplemental indenture or, in the case of any amendment or supplement to the Collateral Documents, by the execution of an appropriate amendment or supplement thereto, with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes of each Series affected by such supplemental indenture (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for the Notes for, Notes) and, subject to Sections 6.04 and 6.07, any existing Default or Event of such Series), for the purpose of adding Default or compliance with any provisions to or changing in any manner or eliminating any of the provisions provision of this Indenture Indenture, the Notes, the Guarantees or of any supplemental indenture or of modifying in any manner Collateral Document may be waived with the rights consent of the Holders of Notes of each such Series. Except as otherwise provided herein, the Holders of at least a majority in aggregate principal amount of the then outstanding Notes of each Series by notice to the Trustee (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for the Notes for, Notes), in each case in addition to any required consent of such Series) holders of other First Lien Obligations that may waive compliance by the Company with any provision of this Indenture or the Notes be required with respect to such Seriesan amendment of or waiver under a Collateral Document. However, without the consent of each Holder affectedof an outstanding Note affected thereby, an amendment amendment, supplement or waiver under this Section 9.02 may not:not (with respect to any Notes held by a non-consenting Holder): (a) reduce the percentage of principal amount of Notes whose Holders must consent to an amendment amendment, supplement or waiver; (b) reduce the principal of of, or change the fixed maturity of of, any Note or alter the premium payable upon any redemption or waive any repurchase of the provisions with respect Notes pursuant to the redemption of the NotesSections 3.09, 4.10 and 4.15; (c) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (d) waive a Default or Event of Default in the payment of principal of of, or premium, if any, or interest, if any, on or Additional Amounts, if any, on, the Notes of a given 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 Payment Default that resulted from such acceleration); (e) make any Note payable in money other than that stated in the Notes; (f) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of the Notes to receive payments of principal of of, or premium, if any, interest, if any, on or Additional Amounts, if any, on, the Notes; (g) waive a redemption or repurchase payment with respect to any Note (other than a payment required by Section 3.08, 3.09, 4.10 or 4.15); (h) release any Guarantor from any of its obligations under its Guarantee or this Indenture, except in accordance with the terms of this Indenture; (i) subordinate the Notes or the Guarantees in right of payment to any other Indebtedness; or (gj) make any change in the foregoing amendment preceding amendment, supplement and waiver provisions. It shall not be necessary for In addition, except as otherwise provided in this Indenture or any Collateral Document, the consent of Holders of at least two-thirds in aggregate principal amount of the then outstanding Notes will be required to release Liens for the benefit of the Holders on all or substantially all of Notes under the Collateral, other than in accordance with this Section 9.02 to approve Indenture, the particular form of any proposed supplemental indenture or waiver, but it shall be sufficient if such consent approves Intercreditor Agreement and the substance thereofother Collateral Documents. Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental indenture, and upon the filing with receipt by the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 7.02 and 9.06 hereofSection 9.06, 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 directly waiver affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended amendment, supplemental indenture or supplemental Indenturewaiver. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall deliver to the Holders a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

With Consent of Holders of Notes. The Except as provided below in this Section 9.2, the Company and the Trustee may enter into a supplemental indenture amend or supplement this Indenture and the Notes may be amended or supplemented with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a tender offer or exchange offer for the Notes), and, subject to Sections 6.2, 6.4 and 6.7, any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes of each Series affected by such supplemental indenture (including consents obtained in connection with a tender offer or exchange offer for the Notes of such SeriesNotes), for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of Notes of each such Series. Except as otherwise provided herein, the Holders of at least a majority in principal amount of the outstanding Notes of each Series by notice to the Trustee (including consents obtained in connection with a tender offer or exchange offer for the Notes of such Series) may waive compliance by the Company with any provision of this Indenture or the Notes with respect to such Series. However, without Without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not:not (with respect to any Notes held by a non-consenting Holder): (a1) reduce the principal amount of Notes at maturity whose Holders must consent to an amendment or waiveramendment; (b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes; (c2) reduce the rate of or change or have the effect of changing the time for payment of interest, including default defaulted interest, on any NoteNotes; (d3) waive a Default or Event of Default in reduce the payment of principal of or premium, if anychange or have the effect of changing the fixed maturity of any Notes, or interest, if any, change the date on which any Notes may be subject to redemption or reduce the Notes of a given 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 accelerationredemption price therefor; (e4) make any Note Notes payable in money other than that stated in the Notes; (f5) make any change in the provisions of this Indenture relating protecting the right of each Holder to waivers receive payment of past principal of and interest on such Holder's Note or Notes on or after the due date thereof or to bring suit to enforce such payment, or permitting Holders of a majority in principal amount of Notes to waive Defaults or Events of Default; (6) after the rights Company's obligation to purchase Notes arises hereunder, amend, change or modify in any material adverse respect the obligation of Holders the Company to make and consummate a Change of Control Offer in the event of a Change of Control or make and consummate a Net Proceeds Offer with respect to any Asset Sale that has been consummated or, after such Change of Control has occurred or such Asset Sale has been consummated, modify any of the provisions or definitions with respect thereto; (7) modify or change any provision of this Indenture or the related definitions affecting the ranking of the Notes or any Guarantee in a manner which adversely affects the Holders in any material respect; (8) release any Guarantor that is a Significant Subsidiary from any of its obligations under its Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture or release all or substantially all of the property and assets subject to receive payments a Lien securing the Obligations other than pursuant to the terms of principal of or premium, interest, if any, on the NotesSecurity Documents; or (g9) make any change prior to the release of Escrow Funds or Interest Escrow Funds (as such terms are defined in the foregoing amendment Initial Escrow Agreement and waiver provisions. It shall not be necessary for Interest Escrow Agreement, respectively), release or modify in any respect the consent Lien of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed supplemental indenture Trustee on such Escrow Funds or waiver, but it shall be sufficient if such consent approves the substance thereofInterest Escrow Funds. Upon the written request of the Company accompanied by a resolution of the Board Resolution (evidenced by an Officers' Certificate) authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 7.02 and 9.06 Section 7.2 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 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 Indentureindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver.

With Consent of Holders of Notes. The Company (a) Except as provided above in Section 9.01 and below in this Section 9.02, the Company, the Subsidiary Guarantors, the Trustee and, to the extent applicable, the Collateral Agent may enter into a supplemental indenture amend or supplement the Note Documents with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes of each Series affected by such supplemental indenture (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for the Notes of such Seriesfor, Notes), for and, subject to Section 6.04 and 6.07, any existing Default or Event of Default or compliance with any provision of Note Documents may be waived with the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights consent of the Holders of Notes of each such Series. Except as otherwise provided herein, the Holders of at least a majority in aggregate principal amount of the then outstanding Notes of each Series by notice to the Trustee (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for the Notes for, Notes), in each case in addition to any required consent of such Series) holders of other Pari Passu Obligations that may waive compliance by the Company with any provision of this Indenture or the Notes be required with respect to such Seriesan amendment of or waiver under a Collateral Agreement, including any Intercreditor Agreement. However, without the consent of each Holder affectedof an outstanding Note affected thereby, an amendment amendment, supplement or waiver under this Section 9.02 may not: (a1) reduce the percentage of principal amount of Notes whose Holders must consent to an amendment amendment, supplement or waiver; (b2) reduce the principal of of, or change the fixed maturity of of, any Note or alter or waive any of the provisions with respect to the redemption of the NotesNotes (other than with respect to minimum notice required for redemption or the provisions of Sections 4.10 and 4.15), including any provision relating to the premium payable upon any such purchase or redemption; (c3) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (d4) impair the right of any Holder to institute suit for the enforcement of any payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the redemption date); (5) waive a Default or Event of Default in the payment of principal of of, or interest, or premium, if any, or intereston, if any, on the Notes of a given 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); (e6) make any Note payable in money other than that stated in the Notes; (f7) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of the Notes to receive payments of principal of of, or interest, or premium, interest, if any, on on, the Notes; (8) waive a redemption payment with respect to any Note (other than a payment required by Section 3.08, 4.10 or 4.15); (9) release any Subsidiary Guarantor from any of its obligations under its Subsidiary Guarantee or this Indenture, except in accordance with the terms of this Indenture; or (g10) make any change in the foregoing amendment preceding amendment, supplement and waiver provisions. It shall not . (b) The consent of Holders representing at least two-thirds of outstanding Notes will be necessary required to release the Liens for the consent benefit of the Holders of the Notes under this Section 9.02 to approve on all or substantially all of the particular form of any proposed supplemental indenture or waiverCollateral, but it shall be sufficient if such consent approves other than in accordance with the substance thereof. Note Documents. (c) Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental indenture, and upon the filing with receipt by the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 7.02 and 9.06 hereofSection 9.06, the Trustee will shall join with the Company and the Subsidiary Guarantors in the execution of such amended amendment, supplement or supplemental indenture waiver, unless such amended amendment, supplement or supplemental indenture directly waiver affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended amendment, supplemental indenture or supplemental Indenturewaiver. (d) It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. (e) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

With Consent of Holders of Notes. The Company and With the Trustee may enter into a supplemental indenture with the written consent of the Holders of at least not less than a majority in aggregate principal amount of the Notes then outstanding Notes of each Series affected by such supplemental indenture (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Notes or any Note Guarantees or waive any existing Default or Event of Default or compliance with any provision of this Indenture, the Notes or the Note Guarantees; provided, however, that no such amendment, supplement or waiver shall, without the consent of the Holder of each outstanding Note affected thereby (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes): (1) change the Stated Maturity of the principal of, or any installment of interest on, any Note; (2) reduce the principal amount of (or the premium), or rate of interest on, any Note; (3) change the place or currency of payment of principal of (or premium), or interest on, any Note; (4) impair the right to institute suit for the Notes enforcement of such Seriesany payment of principal of (or premium), for or interest on, any Note, or waive any payment in respect thereof except a default in payment arising solely from an acceleration of the purpose of adding Notes that has been rescinded; (5) modify any provisions of this Indenture relating to the modification and amendment of this Indenture or changing the waiver of past defaults or covenants which require each Holder’s consent; (6) amend any provisions relating to the redemption of the Notes (other than notice provisions), it being understood that the provisions described under Section 4.10 and Section 4.13 shall not be covered by this clause; (7) modify the Note Guarantees in any manner or eliminating adverse to the Holders, except in accordance with this Indenture; or (8) modify any of the provisions of this Indenture or the related definitions affecting the contractual right of any supplemental indenture or of modifying in any manner the rights of the Holders of Notes of each such Series. Except as otherwise provided herein, the Holders of at least a majority in principal amount of the outstanding Notes of each Series by notice to the Trustee (including consents obtained in connection with a tender offer or exchange offer for the Notes of such Series) may waive compliance by the Company with any provision of this Indenture or the Notes with respect to such Series. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not: (a) reduce the principal amount of Notes whose Holders must consent to an amendment or waiver; (b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption payment of the Notes; (c) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (d) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest, if any, on the Notes of a given 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; (e) make any Note payable in money other than that stated in the Notes; (f) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of the Notes to receive payments of principal of or premium, interest, if any, on the Notes; or (g) make any change in the foregoing amendment and waiver provisions. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 9.2 to approve the particular form of any proposed supplemental indenture amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 7.02 and 9.06 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.

With Consent of Holders of Notes. The Company (a) Except as provided below in this Section 9.02, the Company, any Guarantor, any other obligor under the Notes and the Trustee may enter into a supplemental indenture amend or supplement this Indenture or the Notes with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes of each Series affected by such supplemental indenture (including Additional Notes, if any) then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for the Notes of such Seriesfor, Notes), for the purpose and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of adding any provisions to Default or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of Notes of each such Series. Except as otherwise provided herein, the Holders of at least a majority in principal amount of the outstanding Notes of each Series by notice to the Trustee (including consents obtained in connection with a tender offer or exchange offer for the Notes of such Series) may waive compliance by the Company with any provision of this Indenture or the Notes may be waived with respect to such Seriesthe consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). However, without the consent of each Holder affectedHolder, an amendment or waiver under this Section 9.02 may not: (a1) reduce change the Stated Maturity of the principal amount of, or any installment of Notes whose Holders must consent interest on, or change to an amendment or waiver; (b) reduce the principal of or change the fixed maturity of earlier date any Note or alter redemption date of, or waive any of the provisions with respect to the redemption of the Notes; (c) reduce the rate of or change the time for payment of interest, including a default interest, on any Note; (d) waive a Default or Event of Default in the payment of the principal of or of, premium, if any, or interestinterest on, if anyany such Note or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change the coin or currency in which the principal of any such Note or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment after the Stated Maturity thereof (or, in the case of redemption, on or after the Notes of a given Series, except a rescission of acceleration of redemption date); (2) reduce the Notes of such Series by the Holders of at least a majority percentage in aggregate principal amount of such outstanding Notes, the then outstanding Notes consent of whose Holders is required for any such Series and a amendment or supplemental indenture, or the consent of whose Holders is required for any waiver or compliance with certain provisions of the payment default that resulted from such accelerationthis Indenture; (e3) make modify any of the provisions relating to supplemental indentures requiring the consent of Holders or relating to the waiver of past defaults or relating to the waiver of certain covenants, except to increase the percentage of such outstanding Notes required for such actions or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each such Note payable in money other than that stated in the Notesaffected thereby; (f4) make except as otherwise permitted under Section 5.01 hereof, consent to the assignment or transfer by the Company or any change Guarantor of any of its rights and obligations under this Indenture; (5) voluntarily release, other than in accordance with this Indenture, the Guarantee of any Guarantor; or (6) amend or modify any of the provisions of this Indenture relating in any manner which subordinates the Notes issued hereunder in right of payment to waivers of past Defaults or the rights of Holders any other Indebtedness of the Notes Company or which subordinates any Guarantee in right of payment to receive payments any other Indebtedness of principal of or premium, interest, if any, on the Notes; orGuarantor issuing any such Guarantee. (gb) make any change in the foregoing amendment and waiver provisions. It The Company may, but shall not be necessary obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Holders on such record date, or its duly designated proxies, and 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 Holders of Notes under this Section 9.02 requisite percentage having been obtained prior to approve the particular form of date which is 90 days after such record date, any proposed supplemental indenture or waiver, but it shall be sufficient if such consent approves the substance thereof. previously given shall automatically and without further action by any Holder be canceled and of no further effect. (c) Upon the request of the Company accompanied by a resolution of its Board Resolution 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 Sections 7.02 Section 9.06 and 9.06 Section 12.04 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 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. (d) It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. (e) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall deliver to the Holders of Notes a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to deliver such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.

With Consent of Holders of Notes. The Except as provided below in this Section 9.02, the Company and the Trustee may enter into a supplemental indenture amend or supplement this Indenture (including, without limitation, Section 3.09, 4.10 and 4.14), 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 of each Series affected by such supplemental indenture voting as a single class (including including, without limitation, consents obtained in connection with a tender offer or exchange offer for for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07, any existing Default or Event of Default or compliance with any provision of this Indenture, the Note Guarantees or the Notes of such Series), for may be waived with the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights consent of the Holders of Notes of each such Series. Except as otherwise provided herein, the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes of each Series by notice to the Trustee (including including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). 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 or waiver, but it is sufficient if such Series) consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders of 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, 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, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture Indenture, the Notes, or the Notes with respect to such SeriesNote Guarantees. However, without the consent of each Holder affected, an amendment amendment, supplement or waiver under this Section 9.02 may not:not (with respect to any Notes held by a non-consenting Holder): (a1) reduce the principal amount of Notes whose Holders must consent to an amendment amendment, supplement or waiver; (b2) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the NotesNotes other than provisions relating to the covenants as set forth in Section 3.09, Section 4.10 and Section 4.14; (c3) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (d4) waive a Default or Event of Default in the payment of principal of or premiumpremium or Liquidated Damages, if any, or interest, if any, interest on the Notes of a given 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); (e5) make any Note payable in money other than that stated in the Notes; (f6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of the Notes to receive payments of principal of of, or premium, interestinterest or premium or Liquidated Damages, if any, on the Notes; (7) waive a redemption payment with respect to any Note (other than a payment required by Sections 3.09, 4.10 or 4.14); (8) release any Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture; or (g9) make any change in the foregoing amendment and waiver provisions. It shall not be necessary for the consent of the Holders of Notes under to this Section 9.02 to approve the particular form of any proposed supplemental indenture or waiver, but it shall be sufficient if such consent approves the substance thereof. Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 7.02 and 9.06 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 Indenture9.02.

With Consent of Holders of Notes. The Company (a) Except as provided below in this Section 9.02, the Company, any Guarantor, any other obligor under the Notes and the Trustee may enter into a supplemental indenture with the written consent of the Holders of at least a majority in principal amount of the outstanding Notes of each Series affected by such supplemental indenture (including consents obtained in connection with a tender offer amend or exchange offer for the Notes of such Series), for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of Notes of each such Series. Except as otherwise provided herein, the Holders of at least a majority in principal amount of the outstanding Notes of each Series by notice to the Trustee (including consents obtained in connection with a tender offer or exchange offer for the Notes of such Series) may waive compliance by the Company with any provision of supplement this Indenture or the Notes with respect to such Series. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not: (a) reduce the principal amount of Notes whose Holders must consent to an amendment or waiver; (b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes; (c) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (d) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest, if any, on the Notes of a given 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 Notes (including Additional Notes, if any) then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes); provided, however, that no such modification or amendment may, without the consent of the Holder of each outstanding Note affected thereby: (1) change the Stated Maturity of the principal of, or any installment of interest on, or change to an earlier date any redemption date of, or waive a default in the payment of the principal of, premium, if any, or interest on, any such Note except rescission of acceleration of Notes by the holders of a majority in aggregate principal amount of such Series Notes and a waiver of the payment default that resulted from such accelerationacceleration or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change the coin or currency in which the principal of any such Note or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment after the Stated Maturity thereof (or, in the case of redemption, on or after the redemption date); (e2) make reduce the amounts required to be paid by the Company (or materially defer the times at which the Company is required to pay such amounts) pursuant to a Prepayment Offer in connection with any Note payable Asset Sale or Asset Sales in money other than that stated accordance with Section 4.11 hereof or pursuant to a Change of Control Offer in the Notesevent of any Change of Control in accordance with Section 4.19 hereof; (f3) make reduce the percentage in principal amount of such outstanding Notes, the consent of whose Holders is required for any change such amendment or supplemental indenture, or the consent of whose Holders is required for any waiver or compliance with certain provisions of this Indenture; (4) modify any of the provisions relating to supplemental indentures requiring the consent of Holders or relating to the waiver of past defaults, 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 Holder of each such Note affected thereby; (5) voluntarily release, other than in accordance with this Indenture, the Guarantee of any Guarantor; or (6) amend or modify any of the provisions of this Indenture relating in any manner which subordinates the Notes issued hereunder in right of payment to waivers of past Defaults or the rights of Holders any other Indebtedness of the Notes Company or which subordinates any Guarantee in right of payment to receive payments any other Indebtedness of principal of or premium, interest, if any, on the Notes; orGuarantor issuing any such Guarantee. (gb) make any change in the foregoing amendment and waiver provisions. It The Company may, but shall not be necessary obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Holders on such record date, or its duly designated proxies, and 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 Holders of Notes under this Section 9.02 requisite percentage having been obtained prior to approve the particular form of date which is 90 days after such record date, any proposed supplemental indenture or waiver, but it shall be sufficient if such consent approves the substance thereof. previously given shall automatically and without further action by any Holder be canceled and of no further effect. (c) Upon the request of the Company accompanied by a resolution of its Board Resolution 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 Sections 7.02 Section 9.06 and 9.06 Section 12.04 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 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. (d) It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. (e) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.

With Consent of Holders of Notes. The Company Company, the Guarantor and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of amending or supplementing any of the provisions of this Indenture, to the extent applicable to the Notes of a supplemental indenture particular tranche, or the Notes of a particular tranche or Guarantees of a particular tranche of Notes, without notice to any Holder, but with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes of such tranche then outstanding. The Holders of a majority in principal amount of the outstanding Notes of each Series affected by such supplemental indenture (including consents obtained in connection with a tender offer or exchange offer for the Notes of such Series), for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of Notes of each such Series. Except as otherwise provided herein, the Holders of at least a majority in principal amount of the outstanding Notes of each Series by notice to the Trustee (including consents obtained in connection with a tender offer or exchange offer for the Notes of such Series) tranche affected may waive compliance by the Company or the Guarantor with any provision of this Indenture or the Notes with respect of such tranche or Guarantee of such tranche without notice to any Holder, in each case by act of said Holders delivered to the Company the Guarantor and the Trustee. No such Series. Howeversupplemental indenture shall, without the consent of the Holder of each outstanding Note of such tranche affected thereby: (i) change the Maturity Date of the principal of, or any installment of principal of or interest on, any Note of such tranche, or reduce the principal amount thereof or the rate of interest thereon, if any, or any premium payable upon the redemption thereof, or change any obligation of the Company or the Guarantor to pay Additional Amounts, if any, (except as contemplated by Sections 5.1 and 5.2 and permitted by Section 9.1(i)) or change the Place of Payment or the currency in which any Note of such tranche or the interest thereon is payable; (ii) reduce the percentage in principal amount of the Notes of such tranche, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; (iii) modify any of the provisions of this Section, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder affectedof each Note of such tranche affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder of a Note of such tranche with respect to changes in the references to "the Trustee" and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 7.8, 7.10, 9.1(iv) and 9.1(v); and (iv) amend the terms of the Notes of such tranche (including the Guarantees) or this Indenture in a way that would result in the loss of an amendment exemption from any taxes or an exemption from any obligation to withhold or deduct taxes unless the Company and the Guarantor agree to pay Additional Amounts, if any, in respect thereof. After an amendment, supplement or waiver under this Section 9.02 may not: (a) reduce becomes effective, the principal amount of Notes whose Holders must consent to an amendment or waiver; (b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes; (c) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (d) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest, if any, on the Notes of a given 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; (e) make any Note payable in money other than that stated in the Notes; (f) make any change in the provisions of this Indenture relating to waivers of past Defaults Company or the rights of Holders of the Notes Guarantor shall mail to receive payments of principal of or premium, interest, if any, on the Notes; or (g) make any change in the foregoing amendment and waiver provisions. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company or the Guarantor to approve mail such notice, or any defect therein, shall not, however, in any way impair or affect the particular form validity of any proposed such amendment or supplemental indenture or waiver, but it shall be sufficient if such consent approves the substance thereof. Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 7.02 and 9.06 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.

With Consent of Holders of Notes. The Company (a) Except as expressly stated otherwise in this Section 9.2, and subject to Sections 6.4 and 6.7 hereof, the Company, any Guarantor and the Trustee may enter into a supplemental indenture amend or supplement this Indenture, the Notes and the Guarantees, with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes of each Series affected by such supplemental indenture (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for for, the Notes of such SeriesNotes), for the purpose and, subject to Sections 6.4 and 6.7 hereof, any existing Default or Event of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of Notes of each such Series. Except as otherwise provided herein, the Holders of at least a majority in principal amount of the outstanding Notes of each Series by notice to the Trustee Default (including consents obtained in connection with a tender offer or exchange offer for the Notes of such Series) may waive compliance by the Company with any provision of this Indenture or the Notes with respect to such Series. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not: (a) reduce the principal amount of Notes whose Holders must consent to an amendment or waiver; (b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes; (c) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (d) waive other than a Default or Event of Default in the payment of the principal of or of, premium, if any, or interest, if any, interest on the Notes of a given SeriesNotes, except a rescission payment default resulting from an acceleration that has been rescinded) or compliance with any provision of acceleration of this Indenture or the Notes may be waived with the consent of such Series by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes); provided that no such modification may, without the consent of such Series and a waiver each Holder affected thereby: (i) change the Stated Maturity on any Note, or reduce the principal amount thereof or the rate (or extend the time for payment) of interest thereon or any premium payable upon the redemption thereof at the option of the Company, or change the coin or currency in which any Note or any premium or the interest (or Liquidated Damages) thereon is payable, or impair the right to institute suit for the enforcement of any such payment default that resulted from such acceleration;on or after the Stated Maturity thereof (or, in the case of redemption at the Company’s option, on or after the Redemption Date), or (eii) amend or modify the Company’s obligation to make or consummate an Asset Sale Offer after the obligation to make such an Asset Sale Offer arises, or (iii) alter the provisions (including the defined terms used therein) regarding the Company’s right to redeem the Notes as a right, or at the Company’s option, in a manner adverse to the Holders (including, without limitation, alter or change any Redemption Date with respect to any Note payable in money other than that stated in or the Notes;premium applicable thereto), or (fiv) make reduce the percentage in principal amount of the outstanding Notes, the consent of whose Holders is required for any change such amendment, supplemental indenture or waiver provided for in the provisions this Indenture, or (v) amend or modify any provision of this Indenture relating to waivers subordination (including the related definitions, including, without limitation, the definition of past Defaults “Senior Debt” or the rights of “Guarantor Senior Debt”) in any manner that adversely affects Holders of the Notes to receive payments of principal of or premiumNotes, interest, if any, on the Notes; or (gvi) make modify any change in of the foregoing amendment and waiver provisions. It shall , except to increase any required percentage or to provide that certain other provisions of this Indenture cannot be necessary for modified or waived without the consent of the Holders Holder of Notes each outstanding Note affected thereby. (b) In connection with any amendment, supplement or waiver under this Section 9.02 Article IX, the Company may, but shall not be obligated to, offer to approve the particular form of any proposed supplemental indenture Holder who consents to such amendment, supplement or waiver, but it shall be sufficient if or to all Holders, consideration for such Holder’s consent approves the substance thereof. to such amendment, supplement or waiver. (c) Upon the request of the Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 7.02 and 9.06 Section 9.6 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 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 Indentureindenture. (d) It shall not be necessary for the consent of the Holders of Notes under this Section 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. (e) After an amendment, supplement or waiver under this Section becomes effective, the Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.

With Consent of Holders of Notes. The Company Except as provided below in this Section 9.2, the Issuers and the Trustee may enter into a supplemental indenture amend or supplement this Indenture and the Notes may be amended or supplemented with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a tender offer or exchange offer for the Notes), and, subject to Sections 6.2, 6.4 and 6.7 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes of each Series affected by such supplemental indenture (including consents obtained in connection with a tender offer or exchange offer for the Notes of such SeriesNotes), for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of Notes of each such Series. Except as otherwise provided herein, the Holders of at least a majority in principal amount of the outstanding Notes of each Series by notice to the Trustee (including consents obtained in connection with a tender offer or exchange offer for the Notes of such Series) may waive compliance by the Company with any provision of this Indenture or the Notes with respect to such Series. However, without Without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not:not (with respect to any Notes held by a non-consenting Holder): (a1) reduce the principal amount of Notes whose Holders must consent to an amendment or waiveramendment; (b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes; (c2) reduce the rate of or change or have the effect of changing the time for payment of interest, including default defaulted interest, on any NoteNotes; (d3) waive a Default or Event of Default in reduce the payment of principal of or premium, if anychange or have the effect of changing the fixed maturity of any Notes, or interestchange the date on which any Notes may be subject to redemption or reduce the redemption price therefor, if any, on other than provisions relating to the Notes Company’s obligation to make and consummate a Change of Control Offer in the event of a given Series, except Change of Control or to make and consummate 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 accelerationNet Proceeds Offer with respect to any Asset Sale; (e4) make any Note Notes payable in money other than that stated in the Notes; (f5) make any change in the provisions of this Indenture relating protecting the right of each Holder to waivers receive payment of past principal of and interest on such Note on or after the due date thereof or to bring suit to enforce such payment, or permitting Holders of a majority in principal amount of Notes to waive Defaults or Events of Default; (6) after the rights Issuers’ obligation to purchase Notes arises hereunder and until such obligation is satisfied, amend, change, or modify in any material respect the obligation of Holders the Issuers to make and consummate a Change of Control Offer in the event of a Change of Control or make and consummate a Net Proceeds Offer with respect to any Asset Sale that has been consummated or, after such Change of Control has occurred or such Asset Sale has been consummated, modify any of the provisions or definitions with respect thereto; (7) modify or change any provision of this Indenture or the related definitions affecting the ranking of the Notes to receive payments of principal of or premium, interest, if any, on any Guarantee in a manner which adversely affects the NotesHolders; or (g) make 8) release any change Guarantor that is a Significant Subsidiary from any of its obligations under its Guarantee or this Indenture otherwise than in accordance with the foregoing amendment and waiver provisions. It shall not be necessary for the consent terms of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed supplemental indenture or waiver, but it shall be sufficient if such consent approves the substance thereofIndenture. Upon the written request of the Company Issuers accompanied by a resolution of the Board Resolution of Directors (evidenced by an Officers’ Certificate) authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 7.02 an Officers’ Certificate and 9.06 hereofan Opinion of Counsel, 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 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 shall not be necessary for the consent of the Holders of Notes under this Section 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Issuers shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver.

With Consent of Holders of Notes. The Company Except as provided below in this Section 9.2, the Company, the Trustee and the Trustee Guarantors, if any, may enter into a supplemental indenture amend or supplement this Indenture or the Notes with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a tender offer or exchange offer for the Notes), and, subject to Sections 6.2, 6.4 and 6.7, any existing Default or Event of Default or compliance with any provision of this Indenture, the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes of each Series affected by such supplemental indenture (including consents obtained in connection with a tender offer or exchange offer for the Notes of such SeriesNotes), for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of Notes of each such Series. Except as otherwise provided herein, the Holders of at least a majority in principal amount of the outstanding Notes of each Series by notice to the Trustee (including consents obtained in connection with a tender offer or exchange offer for the Notes of such Series) may waive compliance by the Company with any provision of this Indenture or the Notes with respect to such Series. However, without Without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not:not (with respect to any Notes held by a non-consenting Holder): (a1) reduce the principal amount of Notes whose Holders must consent to an amendment or waiveramendment; (b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes; (c2) reduce the rate of or change or have the effect of changing the time for payment of interest, including default defaulted interest, on any NoteNotes; (d3) waive reduce the principal of or change or have the effect of changing the fixed maturity of any Notes, or change the date on which any Notes may be subject to redemption or reduce the redemption price therefor, other than prior to the Company’s obligation to purchase notes under provisions relating to the Company’s obligation to make and consummate a Default or Event Change of Default Control Offer in the event of a Change of Control or to make and consummate a Net Proceeds Offer with respect to any Asset Sale; (4) make any Notes payable in money other than that stated in the Notes; (5) make any change in provisions of this Indenture protecting the right of each Holder to receive payment of principal of and interest on such Note on or premium, if any, after the due date thereof or interest, if any, on the Notes of a given Series, to bring suit to enforce such payment (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), or permitting Holders of a majority in principal amount of Notes to waive Defaults or Events of Default; (e6) after the Company’s obligation to purchase Notes arises thereunder, amend, change or modify in any material respect the obligation of the Company to make any Note payable in money other than that stated and consummate a Change of Control Offer in the Notes;event of a Change of Control or make and consummate a Net Proceeds Offer with respect to any Asset Sale that has been consummated or, after such Change of Control has occurred or such Asset Sale has been consummated, modify any of the provisions or definitions with respect thereto; or (f7) make modify or change any change in the provisions provision of this Indenture relating to waivers of past Defaults or the rights of Holders related definitions affecting the ranking of the Notes or any Guarantees in a manner materially adverse to receive payments the Holders of principal of or premium, interest, if any, on the Notes; or (g) make 8) release any change Guarantor that is a Significant Subsidiary from any of its obligations under its Guarantee or this Indenture otherwise than in accordance with the foregoing amendment and waiver provisions. It shall not be necessary for the consent terms of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed supplemental indenture or waiver, but it shall be sufficient if such consent approves the substance thereofIndenture. Upon the written request of the Company accompanied by a resolution of the Board Resolution (evidenced by an Officers’ Certificate) authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 7.02 and 9.06 hereofSection 7.2, 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 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 shall not be necessary for the consent of the Holders of Notes under this Section 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.

With Consent of Holders of Notes. The Company (a) Except as provided below in this Section 9.02, the Company, the Guarantors, any other obligor under the Notes and the Trustee may enter into a supplemental indenture amend or supplement this Indenture or the Notes with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes of each Series affected by such supplemental indenture (including Additional Notes, if any) then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for the Notes of for, Notes); provided, however, that no such Series), for the purpose of adding any provisions to modification or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of Notes of each such Series. Except as otherwise provided herein, the Holders of at least a majority in principal amount of the outstanding Notes of each Series by notice to the Trustee (including consents obtained in connection with a tender offer or exchange offer for the Notes of such Series) may waive compliance by the Company with any provision of this Indenture or the Notes with respect to such Series. Howeveramendment may, without the consent of the Holder of each Holder affected, an amendment or waiver under this Section 9.02 may notoutstanding Note affected thereby: (a1) reduce the percentage of principal amount of Notes whose Holders must consent to an amendment amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity waiver of any Note provision of this Indenture or alter or waive any of the provisions with respect to the redemption of the Notes; (c2) reduce the rate of or change the time for payment of interest, including default interest, if any, on the Notes; (3) reduce the principal amount of any Note or change the Maturity Date of the Notes; (4) reduce the amount payable upon redemption of any Note; (d5) waive a Default or any Event of Default in the payment of principal of of, any premium or premium, if any, or interest, if any, interest on the Notes of a given 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 accelerationNotes; (e6) make any Note payable in money other than that stated in the Notessuch Note; (f7) impair the right of Holders of Notes to receive payment of the principal of and interest on Notes on the respective due dates therefor and to institute suit for the enforcement of any such payment; or (8) make any change in the percentage of principal amount of Notes necessary to waive compliance with certain provisions of this Indenture relating Indenture. (b) The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to waivers of past Defaults or consent to any indenture supplemental hereto. If a record date is fixed, the rights of Holders of the Notes on such record date, or its duly designated proxies, and only such Persons, shall be entitled to receive payments 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 principal the requisite percentage having been obtained prior to the date which is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be canceled and of or premium, interest, if any, on the Notes; orno further effect. (gc) make any change in the foregoing amendment and waiver provisions. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed supplemental indenture or waiver, but it shall be sufficient if such consent approves the substance thereof. Upon the request of the Company accompanied by a resolution of its Board Resolution 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 Sections 7.02 Section 9.06 and 9.06 hereofSection 12.04, the Trustee will shall join with the Company and each Guarantor in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental Indentureindenture. (d) It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. (e) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.

With Consent of Holders of Notes. The Company (a) Except as provided below in this Section 9.02, the Company, the Guarantors, any other obligor under the Notes and the Trustee may enter into a supplemental indenture amend or supplement this Indenture or the Notes with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes of each Series affected by such supplemental indenture (including Additional Notes, if any) then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for the Notes of for, Notes); provided, however, that no such Series), for the purpose of adding any provisions to modification or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of Notes of each such Series. Except as otherwise provided herein, the Holders of at least a majority in principal amount of the outstanding Notes of each Series by notice to the Trustee (including consents obtained in connection with a tender offer or exchange offer for the Notes of such Series) may waive compliance by the Company with any provision of this Indenture or the Notes with respect to such Series. Howeveramendment may, without the consent of the Holder of each Holder affected, an amendment or waiver under this Section 9.02 may notoutstanding Note affected thereby: (a1) reduce the percentage of principal amount of Notes whose Holders must consent to an amendment amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity waiver of any Note provision of this Indenture or alter or waive any of the provisions with respect to the redemption of the Notes; (c2) reduce the rate of or change the time for payment of interest, including default interest, if any, on the Notes; (3) reduce the principal amount of any Note or change the Maturity Date of the Notes; (4) reduce the amount payable upon redemption of any Note; (d5) waive a Default or any Event of Default in the payment of principal of of, any premium or premium, if any, or interest, if any, interest on the Notes of a given 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 accelerationNotes; (e6) make any Note payable in money other than that stated in the Notessuch Note; (f7) impair the right of Holders of Notes to receive payment of the principal of and interest on Notes on the respective due dates therefor and to institute suit for the enforcement of any such payment; or (8) make any change in the percentage of principal amount of Notes necessary to waive compliance with certain provisions of this Indenture relating Indenture. (b) The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to waivers of past Defaults or consent to any indenture supplemental hereto. If a record date is fixed, the rights of Holders of the Notes on such record date, or its duly designated proxies, and only such Persons, shall be entitled to receive payments 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 principal the requisite percentage having been obtained prior to the date which is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be canceled and of or premium, interest, if any, on the Notes; orno further effect. (gc) make any change in the foregoing amendment and waiver provisions. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed supplemental indenture or waiver, but it shall be sufficient if such consent approves the substance thereof. Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence 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 Sections 7.02 Section 9.06 and 9.06 hereofSection 12.04, the Trustee will shall join with the Company and each Guarantor in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental Indentureindenture. (d) It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. (e) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.

With Consent of Holders of Notes. The Company Except as provided in Section 9.01 and this Section 9.02, the Company, the Notes Guarantors, the Trustee and the Trustee Collateral Agent (as applicable) may enter into a supplemental indenture amend or supplement the Note Documents (subject to the terms of the Notes Collateral Documents, in the case of the Notes Collateral Documents) or the Parent Guarantee, and any existing Default or Event of Default or compliance with any provision of the Note Documents or the Parent Guarantee may be waived, in each case, with the written consent of the Required Holders of at least a majority in principal amount of the outstanding Notes of each Series affected by such supplemental indenture (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for the Notes of such Series), for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of Notes of each such Series. Except as otherwise provided hereinfor, the Holders of at least a majority in principal amount of the outstanding Notes of each Series by notice to the Trustee (including consents obtained in connection with a tender offer or exchange offer for the Notes of such Series) may waive compliance by the Company with any provision of this Indenture or the Notes with respect to such SeriesNotes). However, without the consent of each Holder affectedaffected thereby, an amendment amendment, supplement or waiver under this Section 9.02 may not:not (with respect to any Notes held by a non-consenting Holder): (a1) reduce the principal amount of Notes whose Holders must consent to an amendment amendment, supplement or waiver; (b2) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the optional provisions with respect to the redemption or repurchase of the NotesNotes (other than provisions under Sections 4.10 and 4.15 or provisions of Section 3.03 relating to minimum notices required for redemption pursuant to Section 3.07); (c3) reduce the rate of or change the time for payment of interest, including default interest, interest on any Note; (d4) waive a Default or Event of Default in the payment of principal of of, or interest or premium, if any, or intereston, if any, on the Notes of a given Series, (except a rescission of acceleration of the Notes of such Series by the Required 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); (e5) make any Note payable in money currency other than that stated in the Notes; (f6) make any change in the provisions of Section 6.04 or 6.07 hereof (other than as permitted in Section 9.02(7) below); (7) waive a redemption or repurchase obligation payment with respect to any Note (other than a payment required by Section 4.10 or 4.15); (8) release (i) any Note Party from all or substantially all of its obligations under its Notes Guarantee or this Indenture, except in accordance with the terms of this Indenture; or (ii) all or substantially all of (A) the value of the Parent with respect to Parent’s Obligations owing under the Parent Guarantee (it being understood that any Asset Sale expressly permitted by and consummated by a Notes Guarantor in accordance with the terms and conditions of Section 4.10 and the other Note Documents, and Permitted Dispositions under the Credit Agreement permitted by Section 8.8 thereunder (as in effect as of the date of this Indenture), in each case, shall not be deemed to require such consent requirements described under this sub-clause (8)(i), so long as such disposition or transaction (x) is consummated by an Notes Guarantor or a Note Party, (y) does not otherwise affect or reduce the Obligations owing by Parent (itself) thereunder, and (z) Parent’s “Guaranteed Obligations” (as defined in the Parent Guarantee) shall remain in effect (i.e. as a guarantee of all Obligations) as immediately prior to such disposition or transaction); or (B) the Parent Guarantee or the “Guaranteed Obligations” (as defined in the Parent Guarantee); (9) amend, change or otherwise modify the definition of “Required Holders”; (10) make any material change in the provisions set forth in Section 3.07 or Article 11; (11) amend, waive or otherwise modify the definition of any other provision under this Indenture relating to waivers in a manner that would alter the pro rata treatment, pro rata sharing of past Defaults payments or the rights order of Holders of the Notes to receive payments of principal of or premium, interest, if any, on the Notespayment required hereby; or (g12) make any change in the foregoing amendment preceding amendment, supplement and waiver provisions. It shall not be necessary for Without the consent of the Holders each Holder of Notes then outstanding and adversely affected thereby, no amendment, supplement or waiver may (i) release all or substantially all of the Notes Collateral from the Notes Lien of the applicable Notes Collateral Documents with respect to such Notes, (ii) subordinate, or have the effect of subordinating, all or substantially all of the Obligations to any other Indebtedness, or the all or substantially all of “Guaranteed Obligations” (as defined in the Parent Guaranty) under this Section 9.02 the Parent Guaranty to approve any other Indebtedness of the particular form Parent, (iii) subordinate, or have the effect of subordinating, all or substantially all of the Liens securing the Obligations to Liens securing any proposed supplemental indenture other Debt, and/or (iv) change the order of application of proceeds from Notes Collateral, including any “default waterfall” or waiversimilar provision, but it under any Note Document; provided that sub-clauses (ii), (iii) and (iv) shall be sufficient if such consent approves the substance thereofnot apply to any debtor-in-possession financing and use of cash collateral in compliance with any Intercreditor Agreement. Upon the request of the Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 7.02 and 9.06 hereofSection 9.05, the Trustee will join with the Company and the Notes Guarantors in the execution of such amended or supplemental indenture or other Note Document unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indentureindenture. 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 send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to 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 or waiver. Furthermore, no amendment or modification of the Calculation Agent’s rights or duties hereunder may be made without the prior written consent of the Calculation Agent.

With Consent of Holders of Notes. The Company and (a) Except as provided below in this Section 9.02, this Indenture, the Trustee Notes, the Guarantees or the Collateral Agreements may enter into a supplemental indenture be amended or supplemented with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding Notes of each Series affected by such supplemental indenture (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for the Notes of such Seriesfor, Notes), for the purpose and any existing Default or Event of adding any provisions to Default or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of Notes of each such Series. Except as otherwise provided herein, the Holders of at least a majority in principal amount of the outstanding Notes of each Series by notice to the Trustee (including consents obtained in connection with a tender offer or exchange offer for the Notes of such Series) may waive compliance by the Company with any provision of this Indenture or the Notes or the Guarantees or the Collateral Agreements may be waived with respect 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). (b) It is not be necessary for the consent of Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such Seriesconsent approves the substance thereof. (c) 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. HoweverAny 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. (d) Notwithstanding 9.02(a), without the consent of each Holder affectedaffected thereby, an amendment amendment, supplement or waiver under this Section 9.02 may not:not (with respect to any Notes held by a non-consenting Holder): (a1) reduce the principal amount of Notes whose Holders must consent to an amendment amendment, supplement or waiver; (b2) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption or repurchase of the NotesNotes (other than the provisions of Sections 3.09, 4.10 or 4.15 or notice provisions); (c3) reduce the rate of or change the time for payment of interest, including default interest, interest on any Note; (d4) waive a Default or Event of Default in the payment of principal of of, or interest or premium, if any, or interest, if any, on the Notes of a given 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); (e5) make any Note payable in money currency other than that stated in the Notes; (f6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of the Notes to receive payments of principal of of, or interest or premium, interest, if any, on on, the Notes; orNotes (other than as permitted in clause (7) below); (g7) waive a redemption or repurchase payment with respect to any Note (other than a payment required by Sections 3.09, 4.10 or 4.15); (8) release any Subsidiary Guarantor from any of its obligations under its Guarantee, except in accordance with the terms of this Indenture; (9) make any change in the foregoing amendment preceding amendment, supplement and waiver provisions. It . (e) In addition, any amendment of this Indenture or the Collateral Agreements that has the effect of releasing the Liens on all or substantially all of the Collateral securing the Notes, other than in accordance with this Indenture or the Collateral Agreements, shall not be necessary for require the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed supplemental indenture or waiver, but it shall be sufficient if such consent approves the substance thereof. Upon the request not less than two-thirds of the Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee principal amount of the consent of the Holders of Notes as aforesaidthen outstanding (which may include, and upon receipt by the Trustee of the documents described without limitation, consents obtained in Sections 7.02 and 9.06 hereofconnection with a purchase of, the Trustee will join with the Company in the execution of such amended or supplemental indenture unless such amended tender offer or supplemental indenture directly affects the Trustee’s own rightsexchange offer for, 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 IndentureNotes).

With Consent of Holders of Notes. The Company (a) Except as provided below in this Section 9.02, the Co-Obligors, the Guarantors, any other obligor under the Notes and the Trustee may enter into a supplemental indenture amend or supplement this Indenture or the Notes with the written consent of the Holders of at least a majority in principal amount of the outstanding Notes of each Series affected by such supplemental indenture (including Additional Notes, if any) then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for the Notes of such Seriesfor, Notes), for the purpose and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of adding any provisions to Default or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of Notes of each such Series. Except as otherwise provided herein, the Holders of at least a majority in principal amount of the outstanding Notes of each Series by notice to the Trustee (including consents obtained in connection with a tender offer or exchange offer for the Notes of such Series) may waive compliance by the Company with any provision of this Indenture or the Notes may be waived with respect to such Seriesthe consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not:not (with respect to any Notes held by a non-consenting Holder): (a) reduce the principal amount of Notes whose Holders must consent to an amendment or waiver; (b1) reduce the principal of or change the fixed maturity of any Note or alter the provisions, or waive any of the provisions payment, with respect to of the redemption of the Notes; (c2) reduce the rate of or change the time for payment of interest, including default interest, on interest of any Note; (d3) waive a Default or Event of Default in the payment of principal of of, or interest or premium, if any, or interest, if any, on the Notes of a given Series, (except a rescission of acceleration of the Notes of such Series by the Holders 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); (e4) make any Note payable in money other than that stated in the NotesU.S. dollars; (f5) make reduce the percentage in principal amount of such outstanding Notes, the consent of whose Holders is required for any change such amendment or supplemental indenture, or the consent of whose Holders is required for any waiver or compliance with certain provisions of this Indenture; (6) modify any of the provisions relating to supplemental indentures requiring the consent of Holders or relating to the waiver of past Defaults or relating to the waiver of certain covenants, except to increase the percentage of such outstanding Notes required for such actions or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each such Note affected thereby; (7) except in connection with the completion of the Acquisition on the Acquisition Closing Date or as otherwise permitted under Section 5.01 hereof, consent to the assignment or transfer by the Company, Xxxxx Xxxxx GP or any Guarantor of any of its rights and obligations under this Indenture; (8) amend or modify any of the provisions of this Indenture relating in any manner which makes any change to waivers of past Defaults or the rights of Holders subordination provisions of the Notes or makes any change to receive payments the subordination provisions of principal any Guarantee and that in either case, adversely affects the Holders of or premium, interest, if any, on the Notes; or (g9) make voluntarily release, other than in accordance with this Indenture, any change in the foregoing amendment and waiver provisions. It Guarantee of any Significant Subsidiary. (b) The Co-Obligors may, but shall not be necessary obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Holders on such record date, or its duly designated proxies, and 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 Holders of Notes under this Section 9.02 requisite percentage having been obtained prior to approve the particular form of date which is 90 days after such record date, any proposed supplemental indenture or waiver, but it shall be sufficient if such consent approves the substance thereof. previously given shall automatically and without further action by any Holder be cancelled and of no further effect. (c) Upon the request of the Company Co-Obligors accompanied by a Board Resolution resolution of their Boards of Directors authorizing the execution of any such amended or supplemental indentureIndenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 7.02 and Section 9.06 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. (d) It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. (e) After an amendment, supplement or waiver under this Section becomes effective, the Co-Obligors shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Co-Obligors to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver.

With Consent of Holders of Notes. The Company Company, the Guarantor and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of amending or supplementing any of the provisions of this Indenture, to the extent applicable to the Notes of a supplemental indenture particular tranche, or the Notes of a particular tranche or Guarantees of a particular tranche of Notes, without notice to any Holder, but with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes of such tranche then outstanding. The Holders of a majority in principal amount of the outstanding Notes of each Series affected by such supplemental indenture (including consents obtained in connection with a tender offer or exchange offer for the Notes of such Series), for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of Notes of each such Series. Except as otherwise provided herein, the Holders of at least a majority in principal amount of the outstanding Notes of each Series by notice to the Trustee (including consents obtained in connection with a tender offer or exchange offer for the Notes of such Series) tranche affected may waive compliance by the Company or the Guarantor with any provision of this Indenture or the Notes with respect of such tranche or Guarantee of such tranche without notice to any Holder, in each case by act of said Holders delivered to the Company the Guarantor and the Trustee. No such Series. Howeversupplemental indenture shall, without the consent of the Holder of each outstanding Note of such tranche affected thereby: (i) change the Maturity Date of the principal of, or any installment of principal of or interest on, any Note of such tranche, or reduce the principal amount thereof or the rate of interest thereon, if any, or any premium payable upon the redemption thereof, or change any obligation of the Company or the Guarantor to pay Additional Amounts, if any, (except as contemplated by Sections 5.1 and 5.2 and permitted by Section 9.1(i)) or change the Place of Payment or the currency in which any Note of such tranche or the interest thereon is payable; (ii) reduce the percentage in principal amount of the Notes of such tranche, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; (iii) modify any of the provisions of this Section, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder affectedof each Note of such tranche affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder of a Note of such tranche with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 7.8, 7.10, 9.1(iv) and 9.1(v); and (iv) amend the terms of the Notes of such tranche (including the Guarantees) or this Indenture in a way that would result in the loss of an amendment exemption from any taxes or an exemption from any obligation to withhold or deduct taxes unless the Company and the Guarantor agree to pay Additional Amounts, if any, in respect thereof. After an amendment, supplement or waiver under this Section 9.02 may not: (a) reduce becomes effective, the principal amount of Notes whose Holders must consent to an amendment or waiver; (b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes; (c) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (d) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest, if any, on the Notes of a given 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; (e) make any Note payable in money other than that stated in the Notes; (f) make any change in the provisions of this Indenture relating to waivers of past Defaults Company or the rights of Holders of the Notes Guarantor shall mail to receive payments of principal of or premium, interest, if any, on the Notes; or (g) make any change in the foregoing amendment and waiver provisions. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company or the Guarantor to approve mail such notice, or any defect therein, shall not, however, in any way impair or affect the particular form validity of any proposed such amendment or supplemental indenture or waiver, but it shall be sufficient if such consent approves the substance thereof. Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 7.02 and 9.06 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.

With Consent of Holders of Notes. The Company Issuer and the Trustee may enter into a amend or supplement this Indenture, the Notes or any amended or supplemental indenture with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding Notes of each Series affected by such supplemental indenture (including without limitation consents obtained in connection with a purchase of, or tender offer or exchange offer for the Notes of such SeriesNotes), for the purpose and, subject to Sections 6.7 and 6.10, any existing Default or Event of adding Default and its consequences or compliance with any provisions to or changing in any manner or eliminating any of the provisions provision of this Indenture or the Notes may be waived with the consent of any supplemental indenture or of modifying in any manner the rights of the Holders of Notes of each such Series. Except as otherwise provided herein, the Holders of at least a majority in principal amount of the Notes then outstanding Notes of each Series by notice to the Trustee (including without limitation consents obtained in connection with a purchase of, or tender offer or exchange offer for the Notes of such Series) may waive compliance by the Company with any provision of this Indenture or the Notes with respect to such SeriesNotes). However, without the consent of each Holder of an outstanding Note adversely affected, an amendment or waiver under this Section 9.02 may not:not (with respect to any Notes held by a non-consenting Holder of Notes): (a1) reduce the percentage of principal amount of Notes whose Holders must consent to an amendment or waiveramendment; (b2) reduce the stated rate of or extend the stated time for payment of interest on any such Note; (3) reduce the principal of or change extend the fixed maturity Stated Maturity of any Note or alter or waive any of such Note; (4) reduce the provisions with respect to premium payable upon the redemption of the Notes; (c) reduce the rate of any such Note or change the time for payment of interest, including default interest, on at which any Notesuch Note may be redeemed as described under Section 3.1; (d5) waive a Default or Event reduce the premium payable upon the repurchase of Default in any Note, change the payment of principal of or premium, if anytime at which any Note may be repurchased, or interest, if any, on change any of the associated definitions related to the provisions of Section 4.11 once the obligation to repurchase the Notes of a given 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 accelerationhas arisen; (e6) make any such Note payable in money other than that stated in such Note; (7) impair the right of any Holder to receive payment of premium, if any, principal of and interest on such Hxxxxx’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; (f) 8) make any change in the amendment provisions of this Indenture relating to waivers of past Defaults which require each Holder’s consent or in the rights of Holders of the Notes to receive payments of principal of or premium, interest, if any, on the Noteswaiver provisions; or (g9) make any change release the Company from its Note Guarantee (other than in accordance with the foregoing amendment and waiver provisionsterms of this Indenture). It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 9.2 to approve the particular form of any proposed supplemental indenture amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 7.02 and 9.06 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.

With Consent of Holders of Notes. The With the consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes, the Company and the Trustee may enter into a an indenture or indentures supplemental indenture with to the written consent of the Holders of at least a majority in principal amount of the outstanding Notes of each Series affected by such supplemental indenture (including consents obtained in connection with a tender offer or exchange offer for the Notes of such Series), Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this the Indenture applicable to the Notes or of any supplemental indenture the Notes or of modifying in any manner the rights of the Holders of Notes of under the Indenture, including the definitions therein, in each such Series. Except as otherwise provided herein, the Holders of at least a majority in principal amount of the outstanding Notes of each Series by notice to the Trustee (including consents obtained in connection with a tender offer or exchange offer for the Notes of such Series) may waive compliance by the Company with any provision of this Indenture or the Notes case with respect to the Notes (and only with respect to the Notes); provided, however, that no such Series. Howeversupplemental indenture shall, without the consent of the Holder of each Holder affected, an amendment or waiver under this Section 9.02 may notoutstanding Note affected thereby: (a1) reduce the principal amount of Notes whose Holders must consent to an amendment or waiver; (b) reduce the principal of or change the fixed maturity Stated Maturity of any Note or alter of any installment of interest on any Note, or waive any reduce the amount payable in respect of the provisions with respect principal thereof or the rate of interest thereon or any premium payable thereon, or reduce the amount that would be due and payable on acceleration of the maturity thereof, or change the place of payment where, or the coin or currency in which, any Note or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof, or change the date on which any Notes may be subject to redemption or reduce the redemption of the Notesprice therefor; (c2) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (d) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest, if any, on the Notes of a given Series, except a rescission of acceleration of the Notes of such Series by the Holders of at least a majority percentage in aggregate principal amount of the then outstanding Notes Notes, the consent of whose Holders is required for any such Series and a supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of the payment default that resulted from such accelerationIndenture or certain defaults thereunder and their consequences) provided for in the Indenture; (e3) modify the obligations of the Company to make any Note payable in money other than that stated in offers to purchase upon a Change of Control Repurchase Event if such modification was done after the Notesoccurrence of the related Change of Control; (f4) make modify or change any change in provision of the provisions of this Indenture relating to waivers of past Defaults or affecting the rights of Holders ranking of the Notes in a manner adverse to receive payments the Holders of principal of or premium, interest, if any, on the Notes; or (g5) make modify any change in of the foregoing amendment and provisions of this paragraph or provisions relating to waiver provisions. It shall of defaults or certain covenants, except to increase any such percentage required for such actions or to provide that certain other provisions of the Indenture cannot be necessary for modified or waived without the consent of the Holders Holder of Notes under this Section 9.02 to approve the particular form of any proposed supplemental indenture or waiver, but it shall be sufficient if such consent approves the substance thereof. Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 7.02 and 9.06 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 Indentureeach outstanding Note affected thereby.

With Consent of Holders of Notes. The Company Issuer, the Guarantors and the Trustee may enter into a supplemental indenture amend or supplement this Indenture, the Notes or the Guarantees with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding Notes of each Series series affected by such supplemental indenture amendment or supplement (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for for, the Notes), and, subject to Section 6.7, any existing Default, an Event of Default or its consequences or compliance with any provision of this Indenture, the Notes or the Guarantees may be waived with the consent of such Series), for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of Notes of each such Series. Except as otherwise provided herein, the Holders of at least a majority in principal amount of the Notes then outstanding Notes of each Series series affected by notice to the Trustee such waiver (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for for, the Notes). However, unless consented to by Holders of at least 90% of the aggregate principal amount of the then outstanding Notes of such Series) may waive compliance by the Company each affected series (including, without limitation, consents obtained in connection with any provision of this Indenture a purchase of, or the Notes with respect to such Series. Howevertender offer or exchange offer for, Notes), without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may notnot (with respect to any Notes held by a non-consenting Holder of the Notes) with respect to such affected series: (a1) reduce the principal amount of Notes whose Holders must consent to an amendment amendment, supplement or waiver; (b2) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the NotesNote; (c3) reduce the rate of or change the time for payment of interest, including default interest, interest on any Note; (d4) reduce the premium or amount payable upon the redemption of any Note or change the time at which any Note may be redeemed as described in Paragraphs 7 and 8 of the relevant series of Notes; (5) waive a Default or Event of Default in the payment of principal of or premium, if anyof, or interest, premium or Additional Amounts, if any, on the Notes of a given Series, (except a rescission of acceleration of the such Notes of such Series by the Holders of at least a majority in aggregate principal amount of the then outstanding such Notes of such Series and a waiver of the payment default that resulted from such acceleration); (e6) make any Note payable in money other than that stated in the Notes; (f7) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders any Holder to institute suit for the enforcement of the any payment on or with respect to such Holder’s Notes to receive payments of principal of or premium, interest, if any, on the Notes; orany guarantee in respect thereof; (g8) waive a redemption payment with respect to any Note (other than a payment required by Section 4.19 hereof); (9) make any change in the foregoing provisions of this Indenture described in Section 4.20 hereof and Paragraph 2 of the Notes that adversely affects the rights of any Holder of such Notes or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the Payor agrees to pay Additional Amounts, if any, in respect thereof; or (10) make any change in the preceding amendment and waiver provisions. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed supplemental indenture or waiver, but it shall be sufficient if such consent approves the substance thereof. Upon the request of the Company Issuer, 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 Sections 7.02 and 9.06 hereofSection 9.5, 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 adversely affects the Trustee’s own rights, duties or immunities under this Indenture hereunder 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 shall not be necessary for the consent of the Holders of Notes under this Section 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer shall mail to the Holders of Notes of each affected series a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. After an amendment, supplement or waiver under the foregoing paragraph becomes effective, the Issuer shall, in the case of Definitive Notes, mail to the Holders of the Notes of each affected series a notice briefly describing the amendment, supplement or waiver. However, the failure to give such notice to all Holders of the Notes of each affected series, or any defect therein, will not in any way impair or affect the validity of such amended or supplemented indenture or waiver. In addition, for so long as the Notes of any affected series are admitted to the Global Exchange Market of Euronext Dublin, and the rules of the Global Exchange Market of Euronext Dublin so require, the Issuer will give notice of any amendment, supplement and waiver to the Companies Announcement Office of Euronext Dublin. Any amendment, supplement or waiver pursuant to Section 9.1 or this Section 9.2 which modifies the rights of the Holders of Notes of any series with respect to any covenant or other provision shall be deemed not to affect the rights under the Indenture of the Holders of Notes of any other series.

With Consent of Holders of Notes. The Company (a) Except as provided below in this Section 9.02, the Company, any Subsidiary Guarantor and the Trustee may enter into a supplemental indenture amend or supplement this Indenture, the Notes, the Security Documents and the Intercreditor Agreement with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes of each Series affected by such supplemental indenture (including Additional Notes, if any) then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for the Notes of for, Notes); provided, however, that no such Series), for the purpose of adding any provisions to modification or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of Notes of each such Series. Except as otherwise provided herein, the Holders of at least a majority in principal amount of the outstanding Notes of each Series by notice to the Trustee (including consents obtained in connection with a tender offer or exchange offer for the Notes of such Series) may waive compliance by the Company with any provision of this Indenture or the Notes with respect to such Series. Howeveramendment may, without the consent of the Holder of each Holder affected, an amendment or waiver under this Section 9.02 may notoutstanding Note affected thereby: (a1) reduce the percentage in principal amount of Notes such outstanding Notes, the consent of whose Holders must consent to an is required for any such amendment or waiversupplemental indenture, or the consent of whose Holders is required for any waiver or compliance with certain provisions of this Indenture; (b2) reduce the stated rate of or change the stated time for payment of interest on any Note; (3) reduce the principal of or change the fixed maturity Stated Maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes; (c) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (d4) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed pursuant to Section 3.07 hereof; other than modifications of Sections 4.13 and 4.17 or provisions relating thereto; (5) make any Note payable in money other than that stated in the Note; (6) waive a Default or Event of Default in the payment of principal of or premium, if anyof, or interestinterest or premium on, if any, on the Notes of a given 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) or impair the right of any Holder to receive payment of the principal of, premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (e7) make modify the Subsidiary Guarantees in any Note payable in money other than that stated in manner adverse to the Holders of the Notes; (f8) release all or substantially all of the collateral subject to the Liens created by the Security Documents (except with respect to releases permitted under this Indenture) or (9) make any change in to or modify the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders ranking of the Notes to receive payments of principal of or premium, interest, if any, on that would adversely affect the Notes; orHolders. (gb) make any change in the foregoing amendment and waiver provisions. It The Company may, but shall not be necessary obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Holders on such record date, or its duly designated proxies, and 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 Holders of Notes under this Section 9.02 requisite percentage having been obtained prior to approve the particular form of date which is 90 days after such record date, any proposed supplemental indenture or waiver, but it shall be sufficient if such consent approves the substance thereof. previously given shall automatically and without further action by any Holder be canceled and of no further effect. (c) Upon the request of the Company accompanied by a resolution of its Board Resolution 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 Sections 7.02 Section 9.06 and 9.06 hereofSection 13.04, the Trustee will shall join with the Company and each Subsidiary Guarantor in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental Indentureindenture. (d) It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. (e) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders of Notes a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.

With Consent of Holders of Notes. The Company Except as provided above in Section 9.01 and below in this Section 9.02, the Company, the Guarantors, the Trustee and the Trustee Collateral Agent may enter into amend or supplement this Indenture, the Notes and the Collateral Agreements by the execution of a supplemental indenture or, in the case of any amendment or supplement to the Collateral Agreements, by the execution of an appropriate amendment or supplement thereto, with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes of each Series affected by such supplemental indenture (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for the Notes for, Notes) and, subject to Sections 6.04 and 6.07, any existing Default or Event of such Series), for the purpose of adding Default or compliance with any provisions to or changing in any manner or eliminating any of the provisions provision of this Indenture Indenture, the Notes, the Subsidiary Guarantees, the Intercreditor Agreement or of any supplemental indenture or of modifying in any manner Collateral Agreement may be waived with the rights consent of the Holders of Notes of each such Series. Except as otherwise provided herein, the Holders of at least a majority in aggregate principal amount of the then outstanding Notes of each Series by notice to the Trustee (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for the Notes for, Notes), in each case in addition to any required consent of such Series) holders of other Pari Passu Obligations that may waive compliance by the Company with any provision of this Indenture or the Notes be required with respect to such Seriesan amendment of or waiver under a Collateral Agreement or the Intercreditor Agreement. However, without the consent of each Holder affectedof an outstanding Note affected thereby, an amendment amendment, supplement or waiver under this Section 9.02 may not:not (with respect to any Notes held by a non-consenting Holder): (a) reduce the percentage of principal amount of Notes whose Holders must consent to an amendment amendment, supplement or waiver; (b) reduce the principal of of, or change the fixed maturity of of, any Note or alter or waive any of the provisions with respect to the redemption of the NotesNotes (other than with respect to minimum notice required for redemption or the provisions of Sections 4.10 and 4.15), including any provision relating to the premium payable upon any such purchase or redemption; (c) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (d) impair the rights 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) waive a Default or Event of Default in the payment of principal of of, or premium, if any, or interest, if any, on or Additional Amounts, if any, on, the Notes of a given 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 Default that resulted from such acceleration); (ef) make any Note payable in money other than that stated in the Notes; (fg) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of the Notes to receive payments of principal of of, or premium, if any, interest, if any, on or Additional Amounts, if any, on, the Notes; (h) waive a redemption payment with respect to any Note (other than a payment required by Section 3.08, 3.09, 4.10 or 4.15); (i) release any Guarantor from any of its obligations under its Subsidiary Guarantee or this Indenture, except in accordance with the terms of this Indenture; or (gj) make any change in the foregoing amendment preceding amendment, supplement and waiver provisions. It shall not be necessary for In addition, except as otherwise provided in this Indenture, the Intercreditor Agreement and the Collateral Agreements, the consent of Holders of at least two-thirds in aggregate principal amount of the then outstanding Notes will be required to release the Liens for the benefit of the Holders on all or substantially all of Notes under this Section 9.02 to approve the particular form of any proposed supplemental indenture or waiver, but it shall be sufficient if such consent approves the substance thereofCollateral. Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental indenture, and upon the filing with receipt by the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 7.02 and 9.06 hereofSection 9.06, 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 directly waiver affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended amendment, supplemental indenture or supplemental Indenturewaiver. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

With Consent of Holders of Notes. The Company (a) Except as provided above in ‎Section 9.01 and below in this ‎Section 9.02, the Company, the Subsidiary Guarantors, the Trustee and, to the extent applicable, the Collateral Agent may enter into a supplemental indenture amend or supplement the Note Documents with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes of each Series affected by such supplemental indenture (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for the Notes of such Seriesfor, Notes), for and, subject to ‎Section 6.04 and ‎6.07, and any existing Default or Event of Default or compliance with any provision of Note Documents may be waived with the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights consent of the Holders of Notes of each such Series. Except as otherwise provided herein, the Holders of at least a majority in aggregate principal amount of the then outstanding Notes of each Series by notice to the Trustee (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for the Notes for, Notes), in each case in addition to any required consent of such Series) holders of other Pari Passu Obligations that may waive compliance by the Company with any provision of this Indenture or the Notes be required with respect to such Seriesan amendment of or waiver under a Collateral Agreement or any Intercreditor Agreement. However, without the consent of each Holder affectedof an outstanding Note affected thereby, an amendment amendment, supplement or waiver under this Section 9.02 may not: (a1) reduce the percentage of principal amount of Notes whose Holders must consent to an amendment amendment, supplement or waiver; (b2) reduce the principal of of, or change the fixed maturity of of, any Note or alter or waive any of the provisions with respect to the redemption of the NotesNotes (other than with respect to minimum notice required for redemption or the provisions of Sections 4.10 and 4.15), including any provision relating to the premium payable upon any such purchase or redemption; (c3) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (d4) impair the right of any Holder to institute suit for the enforcement of any payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the redemption date); (5) waive a Default or Event of Default in the payment of principal of of, or interest, or premium, if any, or intereston, if any, on the Notes of a given 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); (e6) make any Note payable in money other than that stated in the Notes; (f7) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of the Notes to receive payments of principal of of, or interest, or premium, interest, if any, on on, the Notes; (8) waive a redemption payment with respect to any Note (other than a payment required by Section 3.08, 4.10 or 4.15); (9) release any Subsidiary Guarantor from any of its obligations under its Subsidiary Guarantee or this Indenture, except in accordance with the terms of this Indenture; or (g10) make any change in the foregoing amendment preceding amendment, supplement and waiver provisions. It shall not (b) The consent of Holders representing at least two-thirds of outstanding Notes will be necessary required to release the Liens for the consent benefit of the Holders of the Notes under this Section 9.02 to approve on all or substantially all of the particular form of any proposed supplemental indenture or waiverCollateral, but it shall be sufficient if such consent approves other than in accordance with the substance thereof. Note Documents. (c) Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental indenture, and upon the filing with receipt by the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 7.02 and 9.06 hereof‎Section 9.06, the Trustee will shall join with the Company and the Subsidiary Guarantors in the execution of such amended amendment, supplement or supplemental indenture waiver, unless such amended amendment, supplement or supplemental indenture directly waiver affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended amendment, supplemental indenture or supplemental Indenturewaiver. (d) It shall not be necessary for the consent of the Holders under this ‎Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. (e) After an amendment, supplement or waiver under this ‎Section 9.02 becomes effective, the Company shall mail to the Holders a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

With Consent of Holders of Notes. The Company Subject to Sections 6.04 and 6.07, the Issuers, any Guarantor, any other obligor under the Notes, and the Trustee or Collateral Agent, as applicable, may enter into a supplemental indenture amend or supplement this Indenture, the Notes, any Subsidiary Guarantee and any Security Document with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including Additional Notes, if any) voting as a single class, and future compliance by the Issuers and each Guarantor party thereto, if applicable, with any provision of this Indenture, any Subsidiary Guarantee, any Security Document 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. Notwithstanding the provisions of this Section 9.02, without the consent of each Series affected by Holder of each outstanding Note affected, an amendment or waiver may not: (a) change the Stated Maturity of the principal of, or any installment of interest on, any Note; (b) reduce the principal amount of, or premium, if any, or interest on, any Note; (c) change the optional redemption dates or optional redemption prices of the Notes from that stated under Section 3.07; provided, however, that the minimum number of days of notice of redemption that the Company must provide may be shortened with the consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes; (d) change the place or currency of payment of principal of, or premium, if any, or interest on, any Note; (e) 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; (f) release any Subsidiary Guarantee of a Significant Subsidiary except in compliance with the terms of this Indenture, the Security Documents or the Intercreditor Agreement; (g) amend or modify any of the provisions of this Indenture in any manner that subordinates the Notes issued thereunder in right of payment to any other Indebtedness of the Issuers or that subordinates any Subsidiary Guarantee in right of payment to any other Indebtedness of the Guarantor issuing any such supplemental indenture Subsidiary Guarantee; (h) waive a default in the payment of principal of, premium, if any, or interest on the Notes; or (i) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with certain provisions of this Indenture or for waiver of certain defaults. In addition, any amendment to, or waiver of, the provisions of this Indenture or any Security Document that has the effect of releasing all or substantially all of the Collateral from the Note Liens will require consent of the Holders of at least 75% in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for the Notes of such SeriesNotes). After an amendment, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of Notes of each such Series. Except as otherwise provided herein, the Holders of at least a majority in principal amount of the outstanding Notes of each Series by notice to the Trustee (including consents obtained in connection with a tender offer or exchange offer for the Notes of such Series) may waive compliance by the Company with any provision of this Indenture or the Notes with respect to such Series. However, without the consent of each Holder affected, an amendment supplement or waiver under this Section 9.02 may not: (a) reduce becomes effective, the principal amount of Notes whose Holders must consent Issuers shall mail to an amendment or waiver; (b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes; (c) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (d) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest, if any, on the Notes of a given 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; (e) make any Note payable in money other than that stated in the Notes; (f) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of the Notes to receive payments of principal of or premium, interest, if any, on the Notes; or (g) make any change in the foregoing amendment and waiver provisions. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve affected thereby a notice briefly describing the particular form of any proposed supplemental indenture amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. Upon the request Any failure of the Company accompanied by a Board Resolution authorizing Issuers to mail such notice, or any defect therein, shall not, however, in any way impair or affect the execution validity of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 7.02 and 9.06 hereof, the Trustee will join with the Company in the execution of such amended indenture 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 Indenturewaiver.

With Consent of Holders of Notes. (a) The Company Co-Issuers and the Trustee and the Collateral Agent, as applicable, may enter into (or provide any applicable consent to) a supplemental indenture or amend or supplement this Indenture or the Collateral Documents as they apply to the Notes with the written consent of the Majority Holders of at least a majority in principal amount of the outstanding Notes of each Series affected by such supplemental indenture (including consents obtained in connection with a tender offer or exchange offer for the Notes of such Series), Notes) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of a Collateral Document, this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of Notes of each such SeriesNotes. Except as otherwise provided hereinin Section 7.13, the Majority Holders of at least a majority in principal amount of the outstanding Notes of each Series by notice to the Trustee (including consents obtained in connection with a tender offer or exchange offer for the Notes of such SeriesNotes) may waive compliance by the Company Co-Issuers with any provision of this Indenture or the Notes with respect to such SeriesNotes. However, without the consent of each Holder affectedof an affected Note, an amendment or waiver under this Section 9.02 may not: (ab) reduce make any change to the percentage of principal amount of Notes whose the Holders of which must consent to an amendment or waiver; (bc) reduce the principal of amount of, the Applicable Premium or change interest on, or extend the fixed maturity of any Note Stated Maturity or alter or waive any of the provisions with respect to the redemption interest payment periods, of the Notes; (c) reduce ; provided, however, that the rate Supermajority Holders may revoke the imposition of or change interest at the time for payment of interest, including default interest, on any Noterate; (d) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest, if any, on the Notes of a given Series, except a rescission of acceleration of make the Notes of such Series by Holder payable in money, securities or currency other than that as stated in 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 accelerationNotes; (e) make any Note payable change that adversely affects such Holder’s right to require the Co-Issuers to purchase the Notes of such Holder in money other than that stated in accordance with the terms of this Indenture; (f) impair the right of such Holder to institute suit for the enforcement of any payment with respect to the Notes; (fg) except pursuant to the provisions of Article 9 hereto or in connection with a consolidation, merger or conveyance, transfer or lease of assets pursuant to Section 5.05 or Section 6.01 of this Indenture, release any Guarantor from its obligations under its Note Guarantee or make any change in any Note Guarantee that would adversely affect such Holder; (h) make any change to or modify the ranking of, or the priority of the Liens securing, the Notes that would adversely affect the Holders; (i) expressly subordinate the Notes or any Note Guarantee in right of payment to any other Indebtedness of any Co-Issuer or any Guarantor (other than in accordance with the provisions express terms of this Indenture relating to waivers of past Defaults or the rights of Holders of the Notes to receive payments of principal of or premium, interest, if any, on the NotesIndenture); or (gj) make modify any change in of the foregoing amendment and waiver provisions. It shall not be necessary for the consent provisions of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed supplemental indenture or waiver, but it shall be sufficient if such consent approves the substance thereof. Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 7.02 and 9.06 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 Indenture10.

With Consent of Holders of Notes. The Company (a) Except as provided above in Section 9.01 and below in this Section 9.02, the Company, the Subsidiary Guarantors, the Trustee and, to the extent applicable, the Collateral Agent may enter into a supplemental indenture amend or supplement the Note Documents with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes of each Series affected by such supplemental indenture (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for the Notes of such Seriesfor, Notes), for and, subject to Section 6.04 and 6.07, and any existing Default or Event of Default or compliance with any provision of Note Documents may be waived with the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights consent of the Holders of Notes of each such Series. Except as otherwise provided herein, the Holders of at least a majority in aggregate principal amount of the then outstanding Notes of each Series by notice to the Trustee (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for the Notes for, Notes), in each case in addition to any required consent of such Series) holders of other Pari Passu Obligations that may waive compliance by the Company with any provision of this Indenture or the Notes be required with respect to such Seriesan amendment of or waiver under a Collateral Agreement, including any Intercreditor Agreement. However, without the consent of each Holder affectedof an outstanding Note affected thereby, an amendment amendment, supplement or waiver under this Section 9.02 may not: (a1) reduce the percentage of principal amount of Notes whose Holders must consent to an amendment amendment, supplement or waiver; (b2) reduce the principal of of, or change the fixed maturity of of, any Note or alter or waive any of the provisions with respect to the redemption of the NotesNotes (other than with respect to minimum notice required for redemption or the provisions of Sections 4.10 and 4.15), including any provision relating to the premium payable upon any such purchase or redemption; (c3) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (d4) impair the right of any Holder to institute suit for the enforcement of any payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the redemption date); (5) waive a Default or Event of Default in the payment of principal of of, or interest, or premium, if any, or intereston, if any, on the Notes of a given 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); (e6) make any Note payable in money other than that stated in the Notes; (f7) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of the Notes to receive payments of principal of of, or interest, or premium, interest, if any, on on, the Notes; (8) waive a redemption payment with respect to any Note (other than a payment required by Section 3.08, 4.10 or 4.15); (9) release any Subsidiary Guarantor from any of its obligations under its Subsidiary Guarantee or this Indenture, except in accordance with the terms of this Indenture; or (g10) make any change in the foregoing amendment preceding amendment, supplement and waiver provisions. It shall not . (b) The consent of Holders representing at least two-thirds of outstanding Notes will be necessary required to release the Liens for the consent benefit of the Holders of the Notes under this Section 9.02 to approve on all or substantially all of the particular form of any proposed supplemental indenture or waiverCollateral, but it shall be sufficient if such consent approves other than in accordance with the substance thereof. Note Documents. (c) Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental indenture, and upon the filing with receipt by the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 7.02 and 9.06 hereofSection 9.06, the Trustee will shall join with the Company and the Subsidiary Guarantors in the execution of such amended amendment, supplement or supplemental indenture waiver, unless such amended amendment, supplement or supplemental indenture directly waiver affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended amendment, supplemental indenture or supplemental Indenturewaiver. (d) It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. (e) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.