Common use of With Consent of Holders Clause in Contracts

With Consent of Holders. With the written consent of the Holders of a majority of the aggregate principal amount of the Outstanding Securities of each series adversely affected by such supplemental indenture (with the Securities of each series voting as a class), the Company and the Trustee may enter into an indenture or indentures supplemental hereto to add any provisions to or to change or eliminate any provisions of this Indenture or of any other indenture supplemental hereto or to modify the rights of the Holders of Securities of each such series and, if applicable, the Guarantor and the Trustee may enter into an agreement or agreements supplemental hereto to add to or to change or eliminate any provisions of a Guarantee; provided, however, that without the consent of the Holder of each Outstanding Security affected thereby, a supplemental indenture under this Section may not: (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2, or change the coin or currency in which any Securities or any premium or the 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, in the case of redemption, on or after the Redemption Date); (2) reduce the percentage in principal amount of the Outstanding Securities of any series, 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; (3) change any obligation of the Company to maintain an office or agency in the places and for the purposes specified in Section 9.2; or (4) make any change in Section 5.7 or this 8.2 except to increase any percentage or to provide that certain other provisions of this Indenture cannot be modified or waived except with the consent of the Holders of each Outstanding Security affected thereby. For the purposes of this Section 8.2, if the Securities of any series are issuable upon the exercise of warrants, any holder of an unexercised and unexpired warrant with respect to such series shall not be deemed to be a Holder of Outstanding Securities of such series in the amount issuable upon the exercise of such warrants. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture, or a supplemental agreement which changes or eliminates any covenant or other provision of a Guarantee, which has expressly been included solely for the benefit of one or more particular series of Securities, 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 this Indenture of the Holders of Securities of any other series. It is not necessary under this Section 8.2 for the Holders to consent to the particular form of any proposed supplemental indenture or supplemental agreement, but it is sufficient if they consent to the substance thereof.

With Consent of Holders. With Subject to Sections 6.04 and 6.07 and without prior notice to the Holders, the Company, when authorized by its Board of Directors (as evidenced by a Board Resolution), and the Trustee may amend this Indenture and the Notes with the written consent of the Holders of a majority of the aggregate in principal amount of the Outstanding Securities Notes then outstanding, and the Holders of each series adversely affected a majority in principal amount of the Notes then outstanding by such supplemental indenture (with the Securities of each series voting as a class), the Company and written notice to the Trustee may enter into an indenture or indentures supplemental hereto to add waive future compliance by the Company with any provisions to or to change or eliminate any provision of this Indenture and the Notes. Notwithstanding the provisions of this Indenture or of any other indenture supplemental hereto or to modify the rights of the Holders of Securities of each such series andSection 9.02, if applicable, the Guarantor and the Trustee may enter into an agreement or agreements supplemental hereto to add to or to change or eliminate any provisions of a Guarantee; provided, however, that without the consent of the each Holder of each Outstanding Security affected therebyaffected, an amendment or waiver, including a supplemental indenture under this waiver pursuant to Section 6.04, may not: (1i) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any SecurityNote, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce adversely affect any right of repayment at the amount option of the principal any Holder of an Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2any Note, or change any place of payment where, or the coin or currency in which which, any Securities Note or any premium or the 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, in the case of redemption, on or after the Redemption Date); (2ii) reduce the percentage in principal amount of the Outstanding Securities of any series, outstanding Notes 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 Defaults and their consequences) consequences provided for in this Indenture; (3iii) change any obligation of the Company to maintain an office or agency waive a Default in the places and for payment of principal of, premium, if any, or interest on, any Note; (iv) modify Section 4.20 in a manner adverse to the purposes specified in Section 9.2Holders; or (4v) make modify any change in of the provisions of this Section 5.7 or this 8.2 9.02, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived except with without the consent of the Holder of each outstanding Note affected thereby. It shall not be necessary for the consent of the Holders of each Outstanding Security affected thereby. For the purposes of this Section 8.2, if the Securities of any series are issuable upon the exercise of warrants, any holder of an unexercised and unexpired warrant with respect to such series shall not be deemed to be a Holder of Outstanding Securities of such series in the amount issuable upon the exercise of such warrants. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture, or a supplemental agreement which changes or eliminates any covenant or other provision of a Guarantee, which has expressly been included solely for the benefit of one or more particular series of Securities, 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 this Indenture of the Holders of Securities of any other series. It is not necessary under this Section 8.2 for the Holders 9.02 to consent 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 affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. 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 supplemental indenture or supplemental agreement, but it is sufficient if they consent to the substance thereofwaiver.

With Consent of Holders. With The Company and the Trustee may amend this Indenture or the Notes of a series without notice to any Noteholder but with the written consent of the Holders of at least a majority of the aggregate in principal amount of the Outstanding Securities Notes then outstanding of each series adversely affected by such supplemental indenture (with the Securities of each series voting as a class), the Company and the Trustee may enter into an indenture or indentures supplemental hereto to add any provisions to or to change or eliminate any provisions of this Indenture or of any other indenture supplemental hereto or to modify the rights of the Holders of Securities of each such series and(including consents obtained in connection with a tender offer or exchange for Notes). However, if applicable, the Guarantor and the Trustee may enter into an agreement or agreements supplemental hereto to add to or to change or eliminate any provisions of a Guarantee; provided, however, that without the consent of the Holder each affected Noteholder of each Outstanding Security affected therebya series, a supplemental indenture under this Section an amendment may not: (1a) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or Note of such series; (b) reduce the principal amount thereof of, or the rate of interest thereon or on, any Notes of such series; (c) reduce any premium payable upon on the redemption thereofor required repurchase of any Note of such series or change the date on which any Note of such series may or must be redeemed, repaid or reduce the amount of the principal of an Original Issue Discount Security or Indexed Security that would required to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2, or repurchased; (d) change the coin or currency in which the principal of, premium, if any, or interest on any Securities or any premium or the interest thereon Note of such series is payable, or ; (e) impair the right of any Holder of such series to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date)any Note of such series; (2f) reduce the percentage in principal amount of the Outstanding Securities outstanding Notes of any such series, the consent of whose Holders is required in order to take certain actions; (g) reduce the requirements for any such supplemental indenture, quorum or voting by Holders in this Indenture or the consent Notes of whose Holders is required for such series; (h) modify any waiver (of compliance with certain the provisions of this Indenture or regarding the waiver of past defaults and the waiver of certain defaults hereunder and their consequences) provided for in this Indenture; (3) change any obligation of the Company to maintain an office or agency in the places and for the purposes specified in Section 9.2; or (4) make any change in Section 5.7 or this 8.2 covenants by Holders except to increase any percentage vote required or to provide that certain other provisions of this the Indenture cannot be modified or waived except with without the consent of the holder of each Note affected thereby; or (i) modify any of the above provisions of this Section 9.02. It shall not be necessary for the consent of the Holders of each Outstanding Security affected thereby. For the purposes of this Section 8.2, if the Securities of any series are issuable upon the exercise of warrants, any holder of an unexercised and unexpired warrant with respect to such series shall not be deemed to be a Holder of Outstanding Securities of such series in the amount issuable upon the exercise of such warrants. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture, or a supplemental agreement which changes or eliminates any covenant or other provision of a Guarantee, which has expressly been included solely for the benefit of one or more particular series of Securities, 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 this Indenture of the Holders of Securities of any other series. It is not necessary under this Section 8.2 for the Holders 9.02 to consent to approve the particular form of any proposed supplemental indenture or supplemental agreementamendment, but it is shall be sufficient if they such consent to approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Noteholders of the affected series a notice briefly describing such amendment. The failure to give such notice to all Noteholders of the affected series, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of Holders. With The Company and the Trustee may modify or amend this Indenture or the Securities without notice to any Holder but with the written consent of the Holders of not less than a majority of the in aggregate principal amount of the Outstanding Securities of each series adversely affected by such supplemental indenture then outstanding (including consents obtained in connection with a tender offer or exchange offer for the Securities of each series voting as a classSecurities). However, the Company and the Trustee may enter into an indenture or indentures supplemental hereto to add any provisions to or to change or eliminate any provisions of this Indenture or of any other indenture supplemental hereto or to modify the rights of the Holders of Securities of each such series and, if applicable, the Guarantor and the Trustee may enter into an agreement or agreements supplemental hereto to add to or to change or eliminate any provisions of a Guarantee; provided, however, that without the consent of the each Holder of each Outstanding Security affected thereby, a supplemental indenture under this Section modification or amendment may not: (1a) change the Stated Maturity of the principal of, or any installment of principal of or interest (including Special Interest) on, any Security, or reduce the principal amount thereof or the rate of interest (including Special Interest, if any) thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2, or change the coin or currency in which the principal of any Securities Security or any premium or the interest (including Special 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, in the case of redemption, on or after the Redemption Dateredemption date); (2b) reduce the amount of, or change the coin or currency of, or impair the right to institute suit for the enforcement of, the Change of Control Purchase Price; (c) reduce the percentage in principal amount of the Outstanding Securities of any seriesoutstanding Securities, 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; (3d) change modify any obligation of the Company to maintain an office provisions of this Section or agency in the places Sections 6.04, 6.07 and for the purposes specified in Section 9.2; or (4) make any change in Section 5.7 or this 8.2 4.13, except to increase any the percentage of outstanding Securities the consent of whose Holders is required for such actions or to provide that certain other provisions of this Indenture cannot be modified or waived except with without the consent of the Holder of each Security affected thereby; or (e) modify any of the provisions of this Indenture relating to the subordination of the Securities in a manner adverse to any Holder. It shall not be necessary for the consent of the Holders of each Outstanding Security affected thereby. For the purposes of this Section 8.2, if the Securities of any series are issuable upon the exercise of warrants, any holder of an unexercised and unexpired warrant with respect to such series shall not be deemed to be a Holder of Outstanding Securities of such series in the amount issuable upon the exercise of such warrants. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture, or a supplemental agreement which changes or eliminates any covenant or other provision of a Guarantee, which has expressly been included solely for the benefit of one or more particular series of Securities, 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 this Indenture of the Holders of Securities of any other series. It is not necessary under this Section 8.2 for the Holders to consent to approve the particular form of any proposed supplemental indenture or supplemental agreementamendment, but it is shall be sufficient if they such consent to approves the substance thereof. An amendment under this Section may not make any change that adversely affects the rights under Article Ten of any Holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or their Representative) consent to such change. After an amendment under this Section becomes effective, the Company shall mail to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Holders. With This Indenture or the written Notes may be amended with the consent (which may include consents obtained in connection with a tender offer or exchange offer for Notes) of the Holders of at least a majority in principal amount of the Notes then outstanding, and any existing Default under, or compliance with any provision of, this Indenture may be waived (other than any continuing Default in the payment of the principal or interest on the Notes) with the consent (which may include consents obtained in connection with a tender offer or exchange offer for Notes) of the Holders of a majority of the aggregate in principal amount of the Outstanding Securities of each series adversely affected by Notes then outstanding; provided that: (a) no such supplemental indenture (with the Securities of each series voting as a class)amendment may, the Company and the Trustee may enter into an indenture or indentures supplemental hereto to add any provisions to or to change or eliminate any provisions of this Indenture or of any other indenture supplemental hereto or to modify the rights of the Holders of Securities of each such series and, if applicable, the Guarantor and the Trustee may enter into an agreement or agreements supplemental hereto to add to or to change or eliminate any provisions of a Guarantee; provided, however, that without the consent of the Holder Holders of two-thirds in aggregate principal amount of Notes then outstanding, amend the obligation of the Parent or the Issuer under Section 4.20 or the related definitions that could adversely affect the rights of any Holder; and (b) without the consent of each Outstanding Security affected therebyHolder affected, a supplemental indenture under this Section the Issuer, the Guarantors and the Trustee may not: (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2, or change the coin or currency in which any Securities or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement maturity of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date)Note; (2) reduce the percentage in amount, extend the due date or otherwise affect the terms of any scheduled payment of interest on or principal amount of the Outstanding Securities of any series, 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 IndentureNotes; (3) change reduce any obligation premium payable upon optional redemption of the Company Notes, change the date on which any Notes are subject to maintain an office redemption or agency in otherwise alter the places and for provisions with respect to the purposes specified in Section 9.2; orredemption of the Notes; (4) make any Note payable in money or currency other than that stated in the Notes; (5) modify or change in Section 5.7 or this 8.2 except to increase any percentage or to provide that certain other provisions provision of this Indenture cannot be modified or waived the related definitions to subordinate the Notes or any Note Guarantee to other Indebtedness in a manner that adversely affects the Holders; (6) reduce the percentage of Holders necessary to consent to an amendment or waiver to this Indenture or the Notes; (7) impair the rights of Holders to receive payments of principal of or interest on the Notes; (8) release the Parent from any of its obligations under its Note Guarantee or this Indenture, except with as permitted by this Indenture; or (9) make any change in this Section 8.02. After an amendment, supplement or waiver under this Section 8.02 becomes effective, the Issuer shall mail to the Holders a notice briefly describing the amendment, supplement or waiver. Upon the written request of the Issuer, accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the receipt by the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders as aforesaid and upon receipt by the Trustee of each Outstanding Security affected thereby. For the purposes documents described in Section 8.06, the Trustee shall join with the Issuer and the Guarantors in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Section 8.2Indenture, if in which case the Securities of any series are issuable upon the exercise of warrantsTrustee may, any holder of an unexercised and unexpired warrant with respect to such series but shall not be deemed to obligated to, enter into such supplemental indenture. It shall not be a Holder of Outstanding Securities of such series in the amount issuable upon the exercise of such warrants. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture, or a supplemental agreement which changes or eliminates any covenant or other provision of a Guarantee, which has expressly been included solely necessary for the benefit of one or more particular series of Securities, or which modifies the rights consent 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 this Indenture of the Holders of Securities of any other series. It is not necessary under this Section 8.2 for the Holders 8.02 to consent to approve the particular form of any proposed supplemental indenture amendment, supplement or supplemental agreementwaiver, but it is shall be sufficient if they such consent to approves the substance thereof.

With Consent of Holders. With Subject to Sections 6.04 and 6.07 and without prior notice to the written Holders, the Company, when authorized by its Board of Directors (as evidenced by a Board Resolution), the Subsidiary Guarantors and the Trustee May amend this Indenture and the Notes with the consent of the Holders of not less than a majority of the in aggregate principal amount of the Outstanding Securities of each series adversely affected by such supplemental indenture (with Notes then outstanding. Notwithstanding the Securities of each series voting as a class), the Company and the Trustee may enter into an indenture or indentures supplemental hereto to add any provisions to or to change or eliminate any provisions of this Indenture or of any other indenture supplemental hereto or to modify the rights of the Holders of Securities of each such series andSection 9.02, if applicable, the Guarantor and the Trustee may enter into an agreement or agreements supplemental hereto to add to or to change or eliminate any provisions of a Guarantee; provided, however, that without the consent of the each Holder of each Outstanding Security affected therebyaffected, an amendment or waiver, including a supplemental indenture under this waiver pursuant to Section 6.04, may not: (1i) change the Stated Maturity of the principal of, or any installment of interest on, any Note; (ii) reduce the principal of amount of, or premium, if any, or interest on, any SecurityNote; (iii) change the place or currency of payment of principal of, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereofpremium. if any, or reduce the amount of the principal of an Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2interest on, or change the coin or currency in which any Securities or any premium or the interest thereon is payable, or Note; (iv) impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of a redemption, on or after the Redemption Date)) of any Note; (2v) reduce the above-stated percentage in principal amount of the Outstanding Securities of any series, outstanding Notes the consent of whose Holders is required for any such supplemental indenturenecessary to modify or amend the Indenture; (vi) waive a default in the payment of principal of, premium, if any, or interest on the Notes; (vii) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is required necessary for any waiver (of compliance with certain provisions of this the Indenture or for waiver of certain defaults hereunder and their consequences) provided for in this Indenture; (3) change any obligation of the Company to maintain an office or agency in the places and for the purposes specified in Section 9.2defaults; or (4viii) make any change in release the Guarantors from their Note Guarantees except pursuant to Section 5.7 or this 8.2 except to increase any percentage or to provide that certain other provisions of this Indenture can4.02. It shall not be modified or waived except with necessary for the consent of the Holders of each Outstanding Security affected thereby. For the purposes of this Section 8.2, if the Securities of any series are issuable upon the exercise of warrants, any holder of an unexercised and unexpired warrant with respect to such series shall not be deemed to be a Holder of Outstanding Securities of such series in the amount issuable upon the exercise of such warrants. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture, or a supplemental agreement which changes or eliminates any covenant or other provision of a Guarantee, which has expressly been included solely for the benefit of one or more particular series of Securities, 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 this Indenture of the Holders of Securities of any other series. It is not necessary under this Section 8.2 for the Holders 9.02 to consent 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 affected thereby a notice briefly describing such amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. 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 supplemental indenture or supplemental agreement, but it is sufficient if they consent to the substance thereofwaiver.

With Consent of Holders. With Subject to Sections 6.04 and 6.07 and without prior notice to the written Holders, the Company, when authorized by its Board of Directors (as evidenced by a Board Resolution delivered to the Trustee), the Subsidiary Guarantors and the Trustee may amend this Indenture and the Notes with the consent of the Holders of a majority of the in aggregate principal amount of the Outstanding Securities Notes then outstanding, and the Holders of each series adversely affected a majority in aggregate principal amount of the Notes then outstanding by such supplemental indenture (with the Securities of each series voting as a class), the Company and written notice to the Trustee may enter into an indenture or indentures supplemental hereto to add waive future compliance by the Company with any provisions to or to change or eliminate any provisions provision of this Indenture or of any other indenture supplemental hereto or to modify the rights of Notes. Notwithstanding the Holders of Securities of each such series and, if applicable, the Guarantor and the Trustee may enter into an agreement or agreements supplemental hereto to add to or to change or eliminate any provisions of a Guarantee; providedthis Section 9.02, however, that without the consent of the each Holder of each Outstanding Security affected therebyaffected, an amendment or waiver, including a supplemental indenture under this waiver pursuant to Section 6.04, may not: (1i) change the Stated Maturity of the principal of, or any installment of interest on, any Note; (ii) reduce the principal of amount of, or premium, if any, or interest on, any SecurityNote; (iii) change the optional redemption dates or optional redemption prices of the Notes from that stated in Section 3.01; (iv) change any place or currency of payment of principal of, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereofpremium, if any, or reduce the amount of the principal of an Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2interest on, or change the coin or currency in which any Securities or any premium or the interest thereon is payable, or Note; (v) impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date)) of any Note; (2vi) reduce waive a Default in the percentage in payment of principal amount of, premium, if any, or interest on, any Note; (vii) modify any of the Outstanding Securities of any series, 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; (3) change any obligation of the Company to maintain an office or agency in the places and for the purposes specified in Section 9.2; or (4) make any change in Section 5.7 or this 8.2 9.02, 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 of each outstanding Note affected thereby; (viii) release any Subsidiary Guarantor from its Note Guarantee, except as provided in this Indenture; (ix) amend, change or modify the obligation of the Company to make and consummate an Offer to Purchase under Section 4.05 after a Change of Control has occurred, including amending, changing or modifying any definition relating thereto; or (x) 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 the Indenture or for waiver of certain Defaults. It shall not be necessary for the consent of the Holders of each Outstanding Security affected thereby. For the purposes of this Section 8.2, if the Securities of any series are issuable upon the exercise of warrants, any holder of an unexercised and unexpired warrant with respect to such series shall not be deemed to be a Holder of Outstanding Securities of such series in the amount issuable upon the exercise of such warrants. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture, or a supplemental agreement which changes or eliminates any covenant or other provision of a Guarantee, which has expressly been included solely for the benefit of one or more particular series of Securities, 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 this Indenture of the Holders of Securities of any other series. It is not necessary under this Section 8.2 for the Holders 9.02 to consent 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 affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. 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 supplemental indenture or supplemental agreement, but it is sufficient if they consent to the substance thereofwaiver.

With Consent of Holders. With Except as provided below in this Section 9.02, this Indenture or the Notes may be amended or supplemented, and noncompliance by the Company in any particular instance with any provision of this Indenture or the Notes may be waived, in each case (i) with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then Outstanding or (ii) by the adoption of a resolution, at a meeting of Holders of the Notes then Outstanding at which a quorum is present, by the Holders of a majority in aggregate principal amount of the Outstanding Securities Notes represented at such meeting. Without the written consent or the affirmative vote of each series adversely Holder of an affected by such supplemental indenture (with the Securities of each series voting as a class)Note, the Company and the Trustee may enter into an indenture amendment, supplement or indentures supplemental hereto waiver to add any provisions to or to change or eliminate any provisions of this Indenture or of any other indenture supplemental hereto or to modify the rights of the Holders of Securities of each such series and, if applicable, the Guarantor and the Trustee may enter into an agreement or agreements supplemental hereto to add to or to change or eliminate any provisions of a Guarantee; provided, however, that without the consent of the Holder of each Outstanding Security affected thereby, a supplemental indenture under this Section Notes may not: (1a) change the Stated Maturity stated maturity of the principal of, or the time of payment of any installment of principal of or interest on, any Security, or Note; (b) reduce the principal amount thereof of any Note; (c) reduce the interest rate or interest on any Note; (d) change the rate currency of interest thereon or any premium payable upon the redemption thereofpayment of principal of, premium, if any, or reduce the amount of the principal of an Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2, or change the coin or currency in which interest on any Securities or any premium or the interest thereon is payable, or Note; (e) impair the right to institute suit for the enforcement of any such payment on with respect to, or after the Stated Maturity thereof (orconversion of, in the case of redemption, on or after the Redemption Date)any Note; (2f) reduce except as otherwise permitted by Section 13.10 hereof, adversely affect the percentage right to convert any Note as provided in principal amount Article 13 hereof; (g) adversely affect the right of Holders to require the Company to purchase the Notes in the event of a Fundamental Change; (h) modify any of the Outstanding Securities of any series, 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 Section 9.02, Section 6.04 or certain defaults hereunder and their consequences) provided for in this Indenture; (3) change any obligation of the Company to maintain an office or agency in the places and for the purposes specified in Section 9.2; or (4) make any change in Section 5.7 or this 8.2 6.12, except to increase any percentage contained herein or therein or to provide that certain other provisions of this Indenture cannot be modified or waived except with without the consent of the Holder of each Note affected thereby; or (i) reduce the percentage in aggregate principal amount of the Outstanding Notes required for the adoption of a resolution or the quorum required at any meeting of Holders of each Outstanding Security affected therebyNotes at which a resolution is adopted. For the purposes of this Section 8.2, if the Securities of any series are issuable upon the exercise of warrants, any holder of an unexercised and unexpired warrant with respect to such series It shall not be deemed to be a Holder of Outstanding Securities of such series in the amount issuable upon the exercise of such warrants. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture, or a supplemental agreement which changes or eliminates any covenant or other provision of a Guarantee, which has expressly been included solely necessary for the benefit consent of one or more particular series of Securities, 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 this Indenture of the Holders of Securities of any other series. It is not necessary Notes under this Section 8.2 for the Holders 9.02 to consent to approve the particular form of any proposed supplemental indenture modification, amendment or supplemental agreementwaiver, but it is shall be sufficient if they consent to such act shall approve the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company, or, at the written request of the Company, the Trustee, shall mail to the Holders 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 amendment, supplement or waiver.

With Consent of Holders. With the written consent of the Holders of not less than a majority of the in aggregate principal amount of the Outstanding Securities of each all series adversely at the time Outstanding affected by such amendment or supplemental indenture (with the Securities of each series voting as a one class), by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may amend this Indenture or enter into an indenture or indentures supplemental hereto to add for the purpose of adding any provisions to or to change changing in any manner or eliminate eliminating any of the provisions of this Indenture or of modifying in any other indenture supplemental hereto or to modify manner the rights of the Holders of Securities of each such series and, if applicable, the Guarantor and the Trustee may enter into an agreement or agreements supplemental hereto to add to or to change or eliminate any provisions of a Guaranteeunder this Indenture; provided, however, that no such amendment or supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, a supplemental indenture under this Section may not:, (1i) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any such affected Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2702, or change any Place of Payment where, or the coin or currency in which which, any Securities such Security or any premium or the 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, in the case of redemptionredemption or repayment, on or after the Redemption DateDate or any repayment date);, or (2ii) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any modifications or amendments to the Indenture with respect to such series or to the terms and conditions of such series or to approve a supplemental indentureindenture with respect to such series, or the consent of whose Holders is required for any waiver (with respect to such series of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) consequences provided for in this Indenture; (3) change any obligation of the Company to maintain an office or agency in the places and for the purposes specified in Section 9.2; , or (4iii) make modify any change in Section 5.7 of the provisions of Sections 704 or 707 or this 8.2 Section 1002 or Article 8, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived except with without the consent of the Holders Holder of each Outstanding Security affected thereby. For the purposes of ; provided however, that this Section 8.2, if the Securities of any series are issuable upon the exercise of warrants, any holder of an unexercised and unexpired warrant with respect to such series clause shall not be deemed to be a require the consent of any Holder of Outstanding Securities of such series with respect to changes in the amount issuable upon references to "the exercise Trustee" and concomitant changes in this Section 1002 and Article 8, or the deletion of such warrantsthis proviso, in accordance with the requirements of Sections 810(b) and 1001(viii). A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture, or a supplemental agreement which changes or eliminates any covenant or other provision of a Guarantee, Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, 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 this Indenture of the Holders of Securities of any other series. It is shall not be necessary for any Act of Holders under this Section 8.2 for the Holders to consent to approve the particular form of any proposed supplemental indenture or supplemental agreementindenture, but it is shall be sufficient if they consent to such Act shall approve the substance thereof.

With Consent of Holders. With the written consent of the Holders of not less than a majority of the in aggregate principal amount of the Outstanding Securities of each series adversely affected by such supplemental indenture (with Notes at the Securities of each series voting as a class)time outstanding, the Company and the Trustee may may, from time to time and at any time, enter into an indenture or indentures supplemental hereto to add for the purpose of adding any provisions to or to change changing in any manner or eliminate eliminating any of the provisions of this the Indenture with respect to the Notes or of any other supplemental indenture supplemental hereto or to modify modifying in any manner the rights of the Holders of Securities of each the Notes; provided that no such series andsupplemental indenture will, if applicable, the Guarantor and the Trustee may enter into an agreement or agreements supplemental hereto to add to or to change or eliminate any provisions of a Guarantee; provided, however, that without the consent of the each Holder of each Outstanding Security affected thereby, a supplemental indenture under this Section may notso affected: (1a) change the Stated Maturity of the principal of, or premium, if any, or any installment of principal of or interest interest, if any, on, any Securitythe Notes, or reduce the principal amount thereof or the premium, if any, thereon or the rate (or modify the calculation of such rate) of interest thereon or any premium payable upon the redemption thereofthereon, or reduce the amount payable upon redemption thereof at the option of the principal Company, or adversely affect the right of an Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of acceleration repayment of the Maturity thereof pursuant to Section 5.2Holder, or change the place of payment where or the coin or currency in which any Securities or the principal of, any premium or interest on the interest thereon Notes is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date);) in each case as such Stated Maturity, Redemption Date or date for repayment may, if applicable, be extended in accordance with the terms of the Notes, or (2b) reduce the percentage in aggregate principal amount of the Outstanding Securities of any seriesNotes, 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 the Indenture or certain defaults Defaults hereunder and their consequences) provided for in this Indenture; (3) change any obligation Section 6.13 of the Company to maintain an office Base Indenture, or agency in reduce the places and requirements of Section 14.4 for the purposes specified in Section 9.2; quorum or voting, or (4c) make modify any change in of the provisions of this Section 5.7 or this 8.2 Section 6.13 of the Base Indenture except to increase any such percentage or to provide that certain other provisions of this the Indenture cannot be modified or waived except without the consent of the Holder of each outstanding Note affected thereby, or (d) modify or affect in any manner adverse to the Holders the terms and conditions of the Company’s obligations in respect of the payment of principal, premium and interest on the Notes, including the ranking of the Notes. Upon the written request of the Company, accompanied by a copy of the resolutions of the Board of Directors certified by the Company’s Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid and the documents required by Sections 9.7 and 10.4 of the Base Indenture, the Trustee will join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under the Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such supplemental indenture. It will not be necessary for the consent of the Holders of each Outstanding Security affected thereby. For the purposes of this Section 8.2, if the Securities of any series are issuable upon the exercise of warrants, any holder of an unexercised and unexpired warrant with respect to such series shall not be deemed to be a Holder of Outstanding Securities of such series in the amount issuable upon the exercise of such warrants. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture, or a supplemental agreement which changes or eliminates any covenant or other provision of a Guarantee, which has expressly been included solely for the benefit of one or more particular series of Securities, 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 this Indenture of the Holders of Securities of any other series. It is not necessary under this Section 8.2 for the Holders 12.2 to consent to approve the particular form of any proposed supplemental indenture or supplemental agreementindenture, but it is will be sufficient if they such consent to will approve the substance thereof.

With Consent of Holders. With Subject to certain exceptions, this Indenture or the written Securities may be amended with the consent of the Holders holders of at least a majority of the aggregate in principal amount of the Outstanding Securities of each series adversely all Series under this Indenture then outstanding and affected by such supplemental indenture (with the Securities of each series amendment, voting as a classsingle class (including consent obtained in connection with a purchase of, or tender offer or exchange offer for, Securities). However, the Company and the Trustee may enter into an indenture or indentures supplemental hereto to add any provisions to or to change or eliminate any provisions of this Indenture or of any other indenture supplemental hereto or to modify the rights of the Holders of Securities of each such series and, if applicable, the Guarantor and the Trustee may enter into an agreement or agreements supplemental hereto to add to or to change or eliminate any provisions of a Guarantee; provided, however, that without the consent of the Holder each holder of each Outstanding an outstanding Security affected therebyaffected, a supplemental indenture under this Section may notno amendment may: (1) make any change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2, or change the coin or currency in which any Securities or any premium or the 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, in the case of redemption, on or after the Redemption Date); (2) reduce the percentage in of principal amount of the Outstanding outstanding Securities of any seriesSeries, the consent of whose Holders is required for any such supplemental indentureamendment, 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; (2) reduce the principal amount of, premium, if any, or interest on, or extend the Stated Maturity or interest payment periods of, any Security; (3) change make any obligation of the Company to maintain an office Security payable in money or agency securities other than those stated in the places and for the purposes specified in Section 9.2; orSecurity; (4) make any change that adversely affects such Holder’s right to require the Issuer to purchase the Securities in Section 5.7 accordance with the terms thereof and this Indenture; (5) impair the right of any Holder to institute suit for the enforcement of any payment with respect to the Securities; (6) in the case of any subordinated Securities, or this 8.2 except to increase coupons appertaining thereto, make any percentage or to provide that certain other change in the provisions of this Indenture canrelating to subordination that adversely affects the rights of any Holder under such provisions; or (7) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02. It shall not be modified or waived except with necessary for the consent of the Holders of each Outstanding Security affected thereby. For the purposes of this Section 8.2, if the Securities of any series are issuable upon the exercise of warrants, any holder of an unexercised and unexpired warrant with respect to such series shall not be deemed to be a Holder of Outstanding Securities of such series in the amount issuable upon the exercise of such warrants. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture, or a supplemental agreement which changes or eliminates any covenant or other provision of a Guarantee, which has expressly been included solely for the benefit of one or more particular series of Securities, 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 this Indenture of the Holders of Securities of any other series. It is not necessary under this Section 8.2 for the Holders to consent to approve the particular form of any proposed supplemental indenture or supplemental agreementamendment, but it is shall be sufficient if they such consent to approves the substance thereof. After an amendment under this Section becomes effective, the Issuer shall send to all affected Holders a notice briefly describing such amendment. The failure to give such notice to all such Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Holders. With the written consent of the Holders of a majority of the aggregate principal amount of the Outstanding Securities of each series adversely affected by such supplemental indenture (with the Securities of each series voting as a class)indenture, the Company and the Trustee may enter into an indenture or indentures supplemental hereto to add any provisions to or to change or eliminate any provisions of this Indenture or of any other indenture supplemental hereto or to modify the rights of the Holders of Securities of each such series and, if applicable, the Guarantor and the Trustee may enter into an agreement or agreements supplemental hereto to add to or to change or eliminate any provisions of a Guaranteeseries; provided, however, that without the consent of the Holder of each Outstanding Security affected thereby, a supplemental indenture an amendment under this Section may not: (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2, or change the coin or currency in which which, any Securities or any premium or the 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, in the case of redemption, on or after the Redemption Date); (2) reduce the percentage in principal amount of the Outstanding Securities of any series, 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; (3) change any obligation of the Company to maintain an office or agency in the places and for the purposes specified in Section 9.2; or (4) make any change in Section 5.7 or this 8.2 8.2 (a) except to increase any percentage or to provide that certain other provisions of this Indenture cannot be modified or waived except with the consent of the Holders of each Outstanding Security affected thereby. For the purposes of this Section 8.2, if the Securities of any series are issuable upon the exercise of warrants, any holder of an unexercised and unexpired warrant with respect to such series shall not be deemed to be a Holder of Outstanding Securities of such series in the amount issuable upon the exercise of such warrants. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture, or a supplemental agreement which changes or eliminates any covenant or other provision of a Guarantee, which has expressly been included solely for the benefit of one or more particular series of Securities, 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 this Indenture of the Holders of Securities of any other series. It is not necessary under this Section 8.2 for the Holders to consent to the particular form of any proposed supplemental indenture or supplemental agreement, but it is sufficient if they consent to the substance thereof.

With Consent of Holders. With Subject to Sections 6.04 and 6.07 and without prior notice to the Holders, the Company and the Guarantors, when authorized by their respective Boards of Directors (as evidenced by a Board Resolution), and the Trustee may amend this Indenture and the Notes with the written consent of the Holders of not less than a majority of the aggregate in principal amount of the Outstanding Securities Notes then outstanding, and the Holders of each series adversely affected not less than a majority in principal amount of the Notes then outstanding by such supplemental indenture (with the Securities of each series voting as a class), the Company and written notice to the Trustee may enter into an indenture waive future compliance by the Company or indentures supplemental hereto to add the Guarantors with any provisions to or to change or eliminate any provisions provision of this Indenture or of any other indenture supplemental hereto or to modify the rights of Notes. Notwithstanding the Holders of Securities of each such series and, if applicable, the Guarantor and the Trustee may enter into an agreement or agreements supplemental hereto to add to or to change or eliminate any provisions of a Guarantee; providedthis Section 9.02, however, that without the consent of the each Holder of each Outstanding Security affected therebyaffected, an amendment or waiver, including a supplemental indenture under this waiver pursuant to Section 6.04, may not: (1i) change the Stated Maturity of the principal of, or any installment of interest on, any Note; (ii) reduce the principal of of, or premium, if any, or interest on, any SecurityNote; (iii) change the place or currency of payment of principal of, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereofpremium, if any, or reduce the amount of the principal of an Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2interest on, or change the coin or currency in which any Securities or any premium or the interest thereon is payable, or Note; (iv) impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of a redemption, on or after the Redemption Date)) of any Note; (2v) reduce the above-stated percentage in principal amount of the Outstanding Securities of any series, outstanding Notes the consent of whose Holders is required for any such supplemental indenturenecessary to modify or amend this Indenture; (vi) waive a default in the payment of principal of, premium, if any, or interest on the Notes; (vii) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is required necessary for any waiver (of compliance with certain provisions of this Indenture or for waiver of certain defaults hereunder and their consequences) provided for in this Indenturedefaults; (3viii) change release any obligation Guarantor from its Note Guarantee or otherwise modify the terms of the Company Note Guarantees in a material respect adverse to maintain an office or agency in the places and for the purposes specified in Section 9.2Holders; or (4ix) make modify any change in of the provisions of this Section 5.7 or this 8.2 9.02, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived except with without the consent of the Holder of each outstanding Note affected thereby. It shall not be necessary for the consent of the Holders of each Outstanding Security affected thereby. For the purposes of this Section 8.2, if the Securities of any series are issuable upon the exercise of warrants, any holder of an unexercised and unexpired warrant with respect to such series shall not be deemed to be a Holder of Outstanding Securities of such series in the amount issuable upon the exercise of such warrants. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture, or a supplemental agreement which changes or eliminates any covenant or other provision of a Guarantee, which has expressly been included solely for the benefit of one or more particular series of Securities, 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 this Indenture of the Holders of Securities of any other series. It is not necessary under this Section 8.2 for the Holders 9.02 to consent 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 affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. 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 supplemental indenture or supplemental agreement, but it is sufficient if they consent to the substance thereofwaiver.

With Consent of Holders. With Except as provided below in this Section 9.02, this Indenture or the Notes may be amended or supplemented, and noncompliance by the Company in any particular instance with any provision of this Indenture or the Notes may be waived, in each case (i) with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then Outstanding or (ii) by the adoption of a resolution, at a meeting of Holders of the Notes then Outstanding at which a quorum is present, by the Holders of a majority in aggregate principal amount of the Outstanding Securities Notes represented at such meeting. Without the written consent or the affirmative vote of each series adversely Holder of an affected by such supplemental indenture (with the Securities of each series voting as a class)Note, the Company and the Trustee may enter into an indenture amendment, supplement or indentures supplemental hereto waiver to add any provisions to or to change or eliminate any provisions of this Indenture or of any other indenture supplemental hereto or to modify the rights of the Holders of Securities of each such series and, if applicable, the Guarantor and the Trustee may enter into an agreement or agreements supplemental hereto to add to or to change or eliminate any provisions of a Guarantee; provided, however, that without the consent of the Holder of each Outstanding Security affected thereby, a supplemental indenture under this Section Notes may not: (1a) change the Stated Maturity stated maturity of the principal of, or the time of payment of any installment of interest on, any Note; (b) reduce the principal amount of any Note; (c) reduce the interest rate or interest on any Note; (d) change the currency of payment of principal of or interest on, on any Security, or reduce Note; (e) change the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount ranking of the principal of an Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2, or change the coin or currency in which any Securities or any premium or the interest thereon is payable, or Notes; (f) impair the right to receive, or institute suit for the enforcement of any such payment on with respect to, or after the Stated Maturity thereof (orconversion of, in the case of redemption, on or after the Redemption Date)any Note; (2g) except as otherwise permitted by Section 13.11 hereof, adversely affect the right to convert any Note as provided in Article 13 hereof; (h) reduce the percentage Fundamental Change Repurchase Price or otherwise adversely affect the right of Holders to require the Company to repurchase the Notes in principal amount the event of a Fundamental Change; (i) modify any of the Outstanding Securities of any series, 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 Section 9.02, Section 6.04 or certain defaults hereunder and their consequences) provided for in this Indenture; (3) change any obligation of the Company to maintain an office or agency in the places and for the purposes specified in Section 9.2; or (4) make any change in Section 5.7 or this 8.2 6.12, except to increase any percentage contained herein or therein or to provide that certain other provisions of this Indenture cannot be modified or waived except with without the consent of the Holder of each Note affected thereby; or (j) reduce the percentage in aggregate principal amount of the Outstanding Notes required for the adoption of a resolution or the quorum required at any meeting of Holders of each Outstanding Security affected therebyNotes at which a resolution is adopted. For the purposes of this Section 8.2, if the Securities of any series are issuable upon the exercise of warrants, any holder of an unexercised and unexpired warrant with respect to such series It shall not be deemed to be a Holder of Outstanding Securities of such series in the amount issuable upon the exercise of such warrants. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture, or a supplemental agreement which changes or eliminates any covenant or other provision of a Guarantee, which has expressly been included solely necessary for the benefit consent of one or more particular series of Securities, 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 this Indenture of the Holders of Securities of any other series. It is not necessary Notes under this Section 8.2 for the Holders 9.02 to consent to approve the particular form of any proposed supplemental indenture modification, amendment or supplemental agreementwaiver, but it is shall be sufficient if they consent to such act shall approve the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company, or, at the written request of the Company, the Trustee, shall mail to the Holders 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 amendment, supplement or waiver.

With Consent of Holders. (a) With the written consent of the Holders of not less than a majority of the aggregate in principal amount of the Outstanding Securities of each series adversely affected by such supplemental indenture (with the Securities of each series voting as a class)outstanding Notes, the Company Issuer and the Trustee may enter into an indenture or indentures supplemental hereto to add for the purpose of adding any provisions to or to change changing in any manner or eliminate eliminating any of the provisions of this Indenture or of modifying in any other indenture supplemental hereto or to modify manner the rights of the Holders of Securities of each such series and, if applicable, the Guarantor and the Trustee may enter into an agreement or agreements supplemental hereto to add to or to change or eliminate any provisions of a GuaranteeNotes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security the Notes affected thereby, a supplemental indenture under this Section may not: (1i) change the Stated Maturity stated maturity of the principal of, of or any installment of principal of or interest on, any Security, or Note; (ii) reduce the principal amount thereof or of any Note; (iii) reduce the rate of interest thereon or change the time of payment for of interest any Note; (iv) reduce any additional amounts payable on any Note; (v) reduce any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2, any Note or change the coin time at which such Note may be redeemed; (vi) change any place of payment where, or the currency in which any Securities Note or any premium or the interest thereon on that Note is payable, or ; (vii) impair the right to institute suit for the enforcement of any such payment of principal of or premium or any interest on any Note on or after the Stated Maturity thereof (its stated maturity, or, in the case of redemption, on or after the Redemption Date)redemption date; (2viii) make any change to or modify the ranking of the Notes as to contractual right of payment in a manner that would adversely affect the holders thereof; (ix) reduce the percentage in principal amount of the Outstanding Securities outstanding Notes, the consent of any serieswhose holders is required for such supplemental indenture; (x) reduce the percentage in principal amount of the Notes, 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 under this Indenture and their consequences) provided for in this Indenture; (3) change any obligation of the Company to maintain an office or agency in the places and for the purposes specified in Section 9.2; or (4xi) make extend any change in Section 5.7 of the provisions relating to supplemental indentures, waiver of past defaults or this 8.2 waiver of certain covenants, except to increase any the percentage in principal amount of the outstanding Notes required for the consent of holders to approve a supplemental indenture or a waiver of a past default or compliance with certain covenants or to provide that certain other provisions of this Indenture cannot be modified or waived except with without the consent of the Holders holder of each Outstanding Security outstanding Note that would be affected thereby. For by such a modification or waiver. (b) The consent of the purposes of this Section 8.2, if the Securities of any series are issuable upon the exercise of warrants, any holder of an unexercised and unexpired warrant with respect to such series Holders shall not be deemed to be a Holder of Outstanding Securities of such series in the amount issuable upon the exercise of such warrants. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture, or a supplemental agreement which changes or eliminates any covenant or other provision of a Guarantee, which has expressly been included solely for the benefit of one or more particular series of Securities, 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 necessary under this Indenture of the Holders of Securities of any other series. It is not necessary under this Section 8.2 for the Holders to consent to approve the particular form of any proposed supplemental indenture amendment, modification, supplement, waiver or supplemental agreement, but it consent. It is sufficient if they such consent approves the substance of the proposed amendment, modification, supplement, waiver or consent. A consent to the substance thereofany amendment or waiver under this Indenture by any Holder given in connection with a tender of such Holder’s Notes will not be rendered invalid by such tender.

With Consent of Holders. With Subject to Sections 6.04 and 6.07 and without prior notice to the Holders, the Company, when authorized by its Board of Directors (as evidenced by a Board Resolution), and the Trustee may amend this Indenture and the Securities with the written consent of the Holders of a majority of the aggregate in principal amount of the Outstanding Securities then outstanding, and the Holders of each series adversely affected by such supplemental indenture (with a majority in principal amount of the Securities of each series voting as a class), the Company and then outstanding by written notice to the Trustee may enter into an indenture or indentures supplemental hereto to add waive future compliance by the Company with any provisions to or to change or eliminate any provisions provision of this Indenture or of any other indenture supplemental hereto or to modify the rights of Securities. Notwithstanding the Holders of Securities of each such series and, if applicable, the Guarantor and the Trustee may enter into an agreement or agreements supplemental hereto to add to or to change or eliminate any provisions of a Guarantee; providedthis Section 9.02, however, that without the consent of the each Holder of each Outstanding Security affected therebyaffected, an amendment or waiver, including a supplemental indenture under this waiver pursuant to Section 6.04, may not: (1i) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce adversely affect any right of repayment at the amount option of the principal any Holder of an Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2any Security, or change the coin or currency in which which, any Securities Security or any premium or the 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, in the case of redemption, on or after the Redemption Date); (2ii) reduce the percentage in principal amount of the Outstanding outstanding Securities of any series, 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 Defaults and their consequences) consequences provided for in this Indenture; (3iii) change any obligation of the Company to maintain an office or agency waive a Default in the places and for the purposes specified in Section 9.2payment of principal of, premium, if any, or interest on, any Security; or (4iv) make modify any change in of the provisions of this Section 5.7 or this 8.2 9.02, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived except with without the consent of the Holder of each outstanding Security affected thereby. It shall not be necessary for the consent of the Holders of each Outstanding Security affected thereby. For the purposes of this Section 8.2, if the Securities of any series are issuable upon the exercise of warrants, any holder of an unexercised and unexpired warrant with respect to such series shall not be deemed to be a Holder of Outstanding Securities of such series in the amount issuable upon the exercise of such warrants. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture, or a supplemental agreement which changes or eliminates any covenant or other provision of a Guarantee, which has expressly been included solely for the benefit of one or more particular series of Securities, 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 this Indenture of the Holders of Securities of any other series. It is not necessary under this Section 8.2 for the Holders 9.02 to consent 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 affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. 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 supplemental indenture or supplemental agreement, but it is sufficient if they consent to the substance thereofwaiver.

With Consent of Holders. With Subject to Sections 6.04 and 6.07, without prior notice to any Holders, the Company and the Trustee may amend this Indenture and the Securities of any series with the written consent of the Holders of a majority of the aggregate principal in Principal amount of the Outstanding outstanding Securities of each series adversely affected by such supplemental indenture (with amendment, and the Holders of a majority in Principal amount of the outstanding Securities of each series voting as a class), the Company and affected thereby by written notice to the Trustee may enter into an indenture or indentures supplemental hereto to add waive future compliance by the Company with any provisions to or to change or eliminate any provisions provision of this Indenture or of any other indenture supplemental hereto or to modify the rights of the Holders of Securities of each such series and, if applicable, series. Notwithstanding the Guarantor and the Trustee may enter into an agreement or agreements supplemental hereto to add to or to change or eliminate any provisions of a Guarantee; providedthis Section 9.02, however, that without the consent of the each Holder of each Outstanding Security affected thereby, an amendment or waiver, including a supplemental indenture under this waiver pursuant to Section 6.04, may not: (1a) change extend the Stated Maturity stated maturity date of the principal Principal of, or any installment of principal Principal of or interest on, any such Security, or reduce the principal amount thereof of or the rate (or extend the time for payment) of interest thereon on (including any amount in respect of original issue discount), or any premium payable upon the redemption thereofof, or any such Security; (b) reduce the amount of the principal of an Original Issue Discount Security or Indexed Security that would be due and Principal payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2maturity thereof; (c) change the place or currency of payment of Principal of, or change the coin or currency in which any Securities or any premium or the interest thereon is payablepremium, if any, or interest on, any such Security; (d) impair the right to institute suit for the enforcement of any payment on, or with respect to, any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date)Security; (2e) reduce the above stated percentage in principal amount of the Outstanding outstanding Securities of any series, the consent of whose Holders holders is required for any such supplemental indenture, necessary to modify or amend the consent Indenture with respect to the Securities 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 Indenturethe relevant series; (3f) change modify any obligation of the Company to maintain an office or agency in the places and for the purposes specified in Section 9.2; or (4) make any change in Section 5.7 or this 8.2 waiver provision, except to increase any required percentage or to provide that certain other provisions of this Indenture cannot be modified or waived except with without the consent of the Holders Holder of each Outstanding outstanding Security of the series affected thereby. For ; (g) cause any such Security to become subordinate in right of payment to any other debt, except to the purposes of this Section 8.2, if extent provided in the Securities of any series are issuable upon the exercise of warrants, any holder of an unexercised and unexpired warrant with respect to such series shall not be deemed to be a Holder of Outstanding Securities terms of such series in Security; (h) if such Security provides that the amount issuable upon the exercise holder may require us to repurchase or convert such Security, impair such Holder’s right to require repurchase or conversion of such warrantsSecurity on the terms provided therein; or (i) make any changes to this paragraph of Section 9.02. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture, or a supplemental agreement which changes or eliminates any covenant or other provision of a Guarantee, Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, 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 this Indenture of the Holders of Securities of any other seriesseries or of the coupons appertaining to such Securities. It is shall not be necessary for the consent of any Holder under this Section 8.2 for the Holders 9.02 to consent 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 give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. 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 supplemental indenture or supplemental agreement, but it is sufficient if they consent to the substance thereofwaiver.

With Consent of Holders. (a) With the written consent of the Required Consenting Holders of (including consents obtained in connection with a majority of purchase of, or tender offer or exchange offer for, the aggregate principal amount of the Outstanding Securities of each series adversely affected by such supplemental indenture (with the Securities of each series voting as a classNotes), the Company and Company, the Guarantors and, to the extent it is a party thereto, the Trustee and/or the Collateral Trustee may enter into an indenture or indentures supplemental hereto to add amend this Indenture, the Collateral Trust Agreement, the other Collateral Documents and/or any Intercreditor Agreement for the purpose of adding any provisions to to, or to change changing in any manner or eliminate eliminating any of the provisions of of, this Indenture or of the Notes or modifying in any other indenture supplemental hereto or to modify manner the rights of the Holders of Securities of each such series andthe Notes under this Indenture, if applicable, including the Guarantor and the Trustee may enter into an agreement or agreements supplemental hereto to add to or to change or eliminate any provisions of a Guaranteedefinitions set forth herein; provided, however, that no such amendment shall, without the consent of the Holder of each Outstanding Security outstanding Note affected thereby, a supplemental indenture under this Section may not: (1) change the Stated Maturity of the principal ofany Note, or of any installment of principal of or interest onon any Note, any Security, or reduce the amount payable in respect of the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereofthereon, or reduce the amount of the principal of an Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of on acceleration of the Maturity thereof pursuant to Section 5.2maturity thereof, change the place of payment where, or change the coin or currency in which which, any Securities Note or any premium or the 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, in or change the case of redemption, date on which any Notes may be subject to redemption or after reduce the Redemption Date)Price therefor; (2) reduce the percentage in aggregate principal amount of the Outstanding Securities of any seriesoutstanding Notes, the consent of whose Holders is required for any such supplemental indenture, amendment 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; (3) change any obligation modify the obligations of the Company to maintain make Offers to Purchase upon a Change of Control or from the Excess Proceeds of Asset Sales or Casualty Events, as the case may be, if such modification is made after the time that the Company is required to make an office Offer to Purchase in connection with a Change of Control, Asset Sale or agency in the places and for the purposes specified in Section 9.2; orCasualty Event; (4) modify or change any provision of this Indenture, the Collateral Trust Agreement,the other Collateral Documents or any Intercreditor Agreement affecting the ranking of the Notes or any Note Guarantee in a manner adverse to the Holders of the Notes; (5) make any change in Section 5.7 the provisions of the Collateral Trust Agreement, any Intercreditor Agreement, the other Collateral Documents or this 8.2 Indenture dealing with the application of proceeds of the Collateral that would adversely affect the Holders of the Notes in any material respect; (6) make any change to the Priority Waterfall or any other “waterfall” provisions of the Notes Documents, except as otherwise provided by the Notes Documents; (7) make any change to Section 4.1(a) or 7.1 of the Collateral Trust Agreement; (8) modify any of the provisions of this Section 9.02(a) or the definitions of “Required Consenting Holders” and “Applicable Voting Percentage” or provisions relating to waiver of Defaults or covenants, except to increase any percentage required for such actions or to provide that certain other provisions of this Indenture cannot be modified or waived except without the consent of the Holder of each outstanding Note affected thereby; or (9) release any Note Guarantees required to be maintained under this Indenture (other than in accordance with the terms of this Indenture. (b) In addition, without the consent of the Holders of each Outstanding Security affected thereby. For at least 85.0% in aggregate principal amount of the then outstanding Notes (provided that such percentage shall be reduced to 66.66% at any time the Applicable Voting Percentage is 50.1%), no amendment, supplement or waiver may (1) increase the maximum principal amount of the Credit Facility permitted under clause (23) of the definition of “Permitted Debt” on the Issue Date, (2) subordinate the Liens on Collateral securing the Notes to Liens securing any other Debt or increase the amount of Debt that is permitted to be secured by Liens that rank senior to the Liens of Holders of the Notes or (3) modify any Collateral Document or the provisions of this Indenture dealing with the Collateral Documents or application of trust monies under the Collateral Documents in a manner that would release all or substantially all of the Collateral from the Liens securing the Notes and the Note Guarantees, other than in accordance with this Indenture, the Collateral Trust Agreement, the other Collateral Documents and any Intercreditor Agreement. (c) Section 2.08 and Section 2.09 shall determine which Notes are considered to be “outstanding” for the purposes of this Section 8.29.02. (d) Upon the written request of the Company, if the Securities of any series are issuable and upon the exercise filing with the Trustee and/or the Collateral Trustee, as applicable, of warrantsevidence satisfactory to the Trustee and/or the Collateral Trustee of the consent of the Holders as aforesaid, any holder and upon receipt by the Trustee and/or the Collateral Trustee, as applicable, of an unexercised the documents described in Section 13.03, the Trustee and/or the Collateral Trustee, as applicable, shall join with the Company and unexpired warrant with respect to the Guarantors in the execution of such series amended or supplemental indenture unless such amended or supplemental indenture affects their respective rights, duties or immunities under this Indenture or otherwise, in which case the Trustee and/or the Collateral Trustee, as applicable, may in their discretion, but shall not be deemed to obligated to, enter into such amended or supplemental indenture. (e) It shall not be a Holder of Outstanding Securities of such series in the amount issuable upon the exercise of such warrants. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture, or a supplemental agreement which changes or eliminates any covenant or other provision of a Guarantee, which has expressly been included solely necessary for the benefit of one or more particular series of Securities, or which modifies the rights consent 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 this Indenture of the Holders of Securities of any other series. It is not necessary under this Section 8.2 for the Holders 9.02 to consent to approve the particular form of any proposed supplemental indenture amendment, supplement or supplemental agreement, but it is waiver. It shall be sufficient if they such consent to approves the substance thereof. (f) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver. (g) A consent to any amendment, supplement or waiver of this Indenture, the Notes or any Note Guarantee by any Holder given in connection with a tender of such Holder’s Notes shall not be rendered invalid by such tender.

With Consent of Holders. With Without prior notice to any Holder but with the written consent of the Holders of a majority of the aggregate principal amount of the Outstanding Securities of each series adversely affected by such supplemental indenture (with the Securities of each series voting as a class), the Company and the Trustee may enter into an indenture or indentures supplemental hereto to add any provisions to or to change or eliminate any provisions of this Indenture or of any other indenture supplemental hereto or to modify the rights of the Holders of Securities of each such series and, if applicable, the Guarantor and the Trustee may enter into an agreement or agreements supplemental hereto to add to or to change or eliminate any provisions of a Guaranteeseries; provided, however, that without the consent of the Holder of each Outstanding Security adversely affected thereby, a supplemental indenture under this Section may not: (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2, or change any Place of Payment where, or the coin or currency in which any Securities or any premium or the 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, in the case of redemption, on or after the Redemption Date); (2) reduce the percentage in principal amount of the Outstanding Securities of any series, 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) consequences provided for in this Indenture; (3) change any obligation of except to the Company to maintain an office or agency in the places and for the purposes specified extent provided in Section 9.2; or (4) 8.1(11), make any change in Section 5.7 or this 8.2 except to increase any percentage or to provide that certain other provisions of this Indenture cannot be modified or waived except with the consent of the Holders of each Outstanding Security affected thereby, provided, however, that this clause shall not be deemed to require the consent of any Holders with respect to changes in the references to the “Trustee” and concomitant changes in this Section, in accordance with the requirements of Sections 6.10(b) and 8.1(11); or (4) modify the ranking or priority of the Securities. For the purposes of this Section 8.2, if the Securities of any series are issuable upon the exercise of warrants, any holder of an unexercised and unexpired warrant with respect to such series shall not be deemed to be a Holder of Outstanding Securities of such series in the amount issuable upon the exercise of such warrants. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture, or a supplemental agreement which changes or eliminates any covenant or other provision of a Guarantee, Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, 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 this Indenture of the Holders of Securities of any other series. It is not necessary under this Section 8.2 for the Holders to consent to the particular form of any proposed supplemental indenture or supplemental agreementindenture, but it is sufficient if they consent to the substance thereof.

With Consent of Holders. With This Indenture or the Notes may be amended without notice to any Noteholder but with the written consent of the Holders of at least a majority of the in aggregate principal amount of the Outstanding Securities of each series adversely affected Notes then outstanding (including consents obtained in connection with a tender offer or exchange for Notes) by such supplemental indenture (with the Securities of each series voting as a class), the Company and the Trustee may enter into an indenture or indentures supplemental hereto to add any provisions to or to change or eliminate any provisions of this Indenture or of any other indenture supplemental hereto or to modify the rights of the Holders of Securities of each such series andTrustee. However, if applicable, the Guarantor and the Trustee may enter into an agreement or agreements supplemental hereto to add to or to change or eliminate any provisions of a Guarantee; provided, however, that without the consent of the Holder of each Outstanding Security Noteholder affected thereby, a supplemental indenture under this Section an amendment may not: (1i) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or Note; (ii) reduce the principal amount thereof of, or the rate of interest thereon or on, any premium Notes; (iii) reduce any premium, if any, payable upon on the redemption thereofof any Note or change the date on which any Note may or must be redeemed or repaid (for the avoidance of doubt, the provisions set forth in Section 4.8 (including the definitions related thereto) may be amended or reduce modified at any time prior to the occurrence of a Change of Control Triggering Event with the consent of Holders of at least a majority in aggregate principal amount of the principal of an Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2, or Notes then outstanding); (iv) change the coin or currency in which the principal of, premium, if any, or interest on any Securities or any premium or the interest thereon Note is payable; (v) release the Guarantee of any Subsidiary Guarantor except as provided in this Indenture, or make any changes to such Guarantee in a manner adverse to the Holders; (vi) impair the right of any Holder to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date)any Note; (2vii) reduce the percentage in principal amount of the Outstanding Securities of any seriesoutstanding Notes, the consent of whose Holders is required in order to take certain actions; (viii) reduce the requirements for any such supplemental indenture, quorum or voting by Holders in this Indenture or the consent Notes; (ix) modify any of whose Holders is required for any waiver (of compliance with certain the provisions of this Indenture or regarding the waiver of past defaults and the waiver of certain defaults hereunder and their consequences) provided for in this Indenture; (3) change any obligation of the Company to maintain an office or agency in the places and for the purposes specified in Section 9.2; or (4) make any change in Section 5.7 or this 8.2 covenants by Holders except to increase any percentage vote required or to provide that certain other provisions of this Indenture cannot be modified or waived except with without the consent of each Holder affected thereby; or (x) modify any of the above provisions of this Section 9.2. It shall not be necessary for the consent of the Holders of each Outstanding Security affected thereby. For the purposes of this Section 8.2, if the Securities of any series are issuable upon the exercise of warrants, any holder of an unexercised and unexpired warrant with respect to such series shall not be deemed to be a Holder of Outstanding Securities of such series in the amount issuable upon the exercise of such warrants. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture, or a supplemental agreement which changes or eliminates any covenant or other provision of a Guarantee, which has expressly been included solely for the benefit of one or more particular series of Securities, 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 this Indenture of the Holders of Securities of any other series. It is not necessary under this Section 8.2 for the Holders 9.2 to consent to approve the particular form of any proposed supplemental indenture or supplemental agreementamendment, but it is shall be sufficient if they such consent to approves the substance thereof. After an amendment under this Section 9.2 becomes effective, the Company shall mail or electronically deliver to Noteholders a notice briefly describing such amendment. The failure to give such notice to all Noteholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.2.

With Consent of Holders. With Subject to Sections 6.04 and 6.07 and without prior notice to the Holders, the Company and the Guarantor, when authorized by their Boards of Directors (as evidenced by a Board Resolution), and the Trustee may amend this Indenture and the Securities with the written consent of the Holders of a majority of the aggregate in principal amount of the Outstanding Securities then outstanding, and the Holders of each series adversely affected by such supplemental indenture (with a majority in principal amount of the Securities of each series voting as a class), the Company and then outstanding by written notice to the Trustee may enter into an indenture waive future compliance by the Company or indentures supplemental hereto to add the Guarantor with any provisions to or to change or eliminate any provisions provision of this Indenture or of any other indenture supplemental hereto or to modify the rights of Securities. Notwithstanding the Holders of Securities of each such series and, if applicable, the Guarantor and the Trustee may enter into an agreement or agreements supplemental hereto to add to or to change or eliminate any provisions of a Guarantee; providedthis Section 9.02, however, that without the consent of the each Holder of each Outstanding Security affected therebyaffected, an amendment or waiver, including a supplemental indenture under this waiver pursuant to Section 6.04, may not: (1i) change the Stated Maturity of Final Maturity, the principal Claimed Amount of, or any installment of interest on, any Security; (ii) reduce the principal of amount of, the Claimed Amount of, or premium, if any, or interest on, any Security, or reduce adversely affect any right of repayment at the option of any Holder of any Security; (iii) change the place or currency of payment of principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereofof, or reduce the amount of the principal of an Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2premium, if any, or change the coin or currency in which interest on, any Securities or any premium or the interest thereon is payable, or Security; (iv) impair the right to institute suit for the enforcement of any such payment on or after the Stated Final Maturity thereof (or, in the case of a redemption, on or after the Redemption Date)) of any Security; (2v) make any change in a Subsidiary Guarantee that materially and adversely affects the rights of any Holder; (vi) reduce the above-stated percentage in principal amount of the Outstanding outstanding Securities of any series, the consent of whose Holders is required for any such amendment of this Indenture, any supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or for waiver of certain defaults hereunder Defaults and their consequences) consequences provided for in this Indenture; (3vii) change any obligation of the Company to maintain an office or agency waive a default in the places and for payment of principal of, premium, if any, or interest on the purposes specified in Section 9.2Securities; (viii) release the Guarantor from the Security Guarantee; or (4ix) make modify any change in of the provisions of this Section 5.7 or this 8.2 10.02, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived except with without the consent of the Holder of each outstanding Security affected thereby. It shall not be necessary for the consent of the Holders of each Outstanding Security affected thereby. For the purposes of this Section 8.2, if the Securities of any series are issuable upon the exercise of warrants, any holder of an unexercised and unexpired warrant with respect to such series shall not be deemed to be a Holder of Outstanding Securities of such series in the amount issuable upon the exercise of such warrants. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture, or a supplemental agreement which changes or eliminates any covenant or other provision of a Guarantee, which has expressly been included solely for the benefit of one or more particular series of Securities, 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 this Indenture of the Holders of Securities of any other series. It is not necessary under this Section 8.2 for the Holders 9.02 to consent 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 affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. 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 supplemental indenture or supplemental agreement, but it is sufficient if they consent to the substance thereofwaiver.

With Consent of Holders. With Subject to Sections 6.07 and without prior notice to the Holders, the Company, when authorized by its Board of Directors (as evidenced by a Board Resolution), and the Trustee may amend this Indenture and the Notes with the written consent of the Holders of a majority of the in aggregate principal amount of the Outstanding Securities Notes then outstanding, and the Holders of each series adversely affected a majority in aggregate principal amount of the Notes then outstanding by such supplemental indenture (with the Securities of each series voting as a class), the Company and written notice to the Trustee may enter into an indenture or indentures supplemental hereto to add waive compliance by the Company with any provisions to or to change or eliminate any provisions provision of this Indenture or of any other indenture supplemental hereto or to modify the rights of Notes. Notwithstanding the Holders of Securities of each such series and, if applicable, the Guarantor and the Trustee may enter into an agreement or agreements supplemental hereto to add to or to change or eliminate any provisions of a Guarantee; providedthis Section 9.02, however, that without the consent of the each Holder of each Outstanding Security affected thereby, an amendment or waiver, including a supplemental indenture under this waiver pursuant to Section 6.04 hereof, may not: (1a) change the Stated Maturity of the principal of, or any installment of interest on, any Note; (b) reduce the principal of amount of, or premium, if any, or interest on, any SecurityNote; (c) change the place or currency of payment of principal of, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereofpremium, if any, or reduce the amount of the principal of an Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2interest on, or change the coin or currency in which any Securities or any premium or the interest thereon is payable, or Note; (d) impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of a redemption, on or after the Redemption Date)) of any Note; (2e) reduce the above-stated percentage in principal amount of the Outstanding Securities of any seriesoutstanding Notes, the consent of whose Holders is required for any such supplemental indenturenecessary to modify or amend this Indenture; (f) waive a default in the payment of principal of, premium, if any, or interest on the Notes; or (g) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is required necessary for any waiver (of compliance with certain provisions of this Indenture or for waiver of certain defaults hereunder and their consequences) provided for in this Indenture; (3) change any obligation of the Company to maintain an office or agency in the places and for the purposes specified in Section 9.2; or (4) make any change in Section 5.7 or this 8.2 except to increase any percentage or to provide that certain other provisions of this Indenture candefaults. It shall not be modified or waived except with necessary for the consent of the Holders of each Outstanding Security affected thereby. For the purposes of this Section 8.2, if the Securities of any series are issuable upon the exercise of warrants, any holder of an unexercised and unexpired warrant with respect to such series shall not be deemed to be a Holder of Outstanding Securities of such series in the amount issuable upon the exercise of such warrants. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture, or a supplemental agreement which changes or eliminates any covenant or other provision of a Guarantee, which has expressly been included solely for the benefit of one or more particular series of Securities, 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 this Indenture of the Holders of Securities of any other series. It is not necessary under this Section 8.2 for the Holders 9.02 to consent 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 Trustee shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. 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 supplemental indenture or supplemental agreement, but it is sufficient if they consent to the substance thereofwaiver.

With Consent of Holders. With Subject to Sections 6.04 and 6.07, without prior notice to any Holders, the Company and the Trustee may amend this Indenture and the Securities of any series with the written consent of the Holders of a majority of the aggregate in principal amount of the Outstanding outstanding Securities of each all series adversely affected by such supplemental indenture amendment (with the Securities of each all such series voting as a one class), and the Company and Holders of a majority in principal amount of the outstanding Securities of all series affected thereby (all such series voting as one class) by written notice to the Trustee may enter into an indenture or indentures supplemental hereto to add waive future compliance by the Company with any provisions to or to change or eliminate any provisions provision of this Indenture or of any other indenture supplemental hereto or to modify the rights of the Holders of Securities of each such series and, if applicable, series. Notwithstanding the Guarantor and the Trustee may enter into an agreement or agreements supplemental hereto to add to or to change or eliminate any provisions of a Guarantee; providedthis Section 9.02, however, that without the consent of the each Holder of each Outstanding Security affected thereby, an amendment or waiver, including a supplemental indenture under this waiver pursuant to Section 6.04, may not: (1a) change extend the Stated Maturity stated maturity of the principal Principal of, or any sinking fund obligation or any installment of principal of or interest on, any such Holder's Security, or reduce the principal amount Principal thereof or the rate of interest thereon (including any amount in respect of original issue discount), or any premium payable upon with respect thereto, or adversely affect the rights of such Holder under any mandatory redemption thereofor repurchase provision or any right of redemption or repurchase at the option of such Holder, or reduce the amount of the principal Principal of an Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of an acceleration of the Maturity maturity thereof pursuant to Section 5.26.02 or the amount thereof provable in bankruptcy, or change any place of payment where, or the coin or currency in which which, any Securities Security or any premium or the 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, in the case of redemption, on or after the Redemption Date)due date therefor; (2b) reduce the percentage in principal amount of the Outstanding outstanding Securities of any series, the relevant series 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 Defaults and their consequences) consequences provided for in this Indenture; (3c) change any obligation of the Company to maintain an office or agency waive a Default in the places and for the purposes specified in Section 9.2payment of Principal of or interest on any Security of such Holder; or (4d) make modify any change in of the provisions of this Section 5.7 or this 8.2 9.02, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived except with without the consent of the Holders Holder of each Outstanding outstanding Security affected thereby. For the purposes of this Section 8.2, if the Securities of any series are issuable upon the exercise of warrants, any holder of an unexercised and unexpired warrant with respect to such series shall not be deemed to be a Holder of Outstanding Securities of such series in the amount issuable upon the exercise of such warrants. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture, or a supplemental agreement which changes or eliminates any covenant or other provision of a Guarantee, which has expressly been included solely for the benefit of one or more particular series of Securities, 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 this Indenture of the Holders of Securities of any other series. It is not necessary under this Section 8.2 for the Holders to consent to the particular form of any proposed supplemental indenture or supplemental agreement, but it is sufficient if they consent to the substance thereof.

With Consent of Holders. With (a) The Company and the Trustee may amend or supplement this Indenture or the Securities with the written consent of the Holders of at least a majority of the in aggregate principal amount of the Outstanding Securities of each series adversely then outstanding and affected by such supplemental indenture amendment or supplement (with voting together as a single class). However, subject to Section 10.04, without the Securities written consent of each series voting as a class)Holder affected, the Company and the Trustee may enter into an indenture amendment, supplement or indentures supplemental hereto to add any provisions to or to change or eliminate any provisions of this Indenture or of any other indenture supplemental hereto or to modify the rights of the Holders of Securities of each such series and, if applicable, the Guarantor and the Trustee may enter into an agreement or agreements supplemental hereto to add to or to change or eliminate any provisions of a Guarantee; provided, however, that without the consent of the Holder of each Outstanding Security affected thereby, a supplemental indenture under this Section waiver may not: (1i) change the Stated Maturity stated maturity of the principal of, or any installment of principal of of, or interest (including Additional Interest, if any) on, any Security, or the Securities; (ii) reduce the principal amount thereof or of, the rate of interest thereon (including Additional Interest, if any) on the Securities, or change any premium payable upon of the redemption thereof, Company’s obligations to pay Additional Interest; (iii) change the timing or reduce the amount payable on the repurchase of the principal Securities; (iv) make any change that impairs or adversely affects the rights of an Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration Holder to convert Securities in accordance herewith; (v) change the place of acceleration of the Maturity thereof pursuant to Section 5.2payment, or change the coin or currency in which any Securities or any premium or the interest thereon is payablecurrency, for payment of principal of, or interest (including Additional Interest, if any) on, the Securities; (vi) impair the right to institute suit for the enforcement of any such payment on or after with respect to Securities or the Stated Maturity thereof (or, in delivery of the case Conversion Value as required by this Indenture upon a conversion of redemption, on or after the Redemption Date)Securities; (2vii) reduce the above stated percentage in principal amount of the Outstanding Securities of any seriesnecessary to modify or amend this Indenture, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of to waive compliance with certain specified provisions thereof or specified defaults and consequences thereunder or to reduce the quorum or voting requirements set forth in this Indenture; or (viii) modify any of the provisions of this Section 10.02 or Section 7.02, 7.04, 7.05 or 8.08(a) of this Indenture, except to increase the required percentage to effect such action or to provide that specified other provisions of this Indenture may not be modified or certain defaults hereunder and their consequenceswaived without the consent of the Holders of each outstanding Security affected thereby. (b) provided for Without limiting the provisions of Section 10.02(a) hereof, the Holders of a majority in principal amount of the Securities then outstanding may, on behalf of all the Holders of all Securities, (i) waive compliance by the Company with the restrictive provisions of this Indenture; , and (3ii) change waive any obligation past Default or Event of Default under this Indenture and its consequences, except an uncured failure to pay when due the Company to maintain an office principal amount, accrued and unpaid interest, accrued and unpaid Additional Interest, or agency in the places obligation to deliver Conversion Shares or cash, if any and for the purposes specified as applicable, or in Section 9.2; or (4) make respect of any change in Section 5.7 or this 8.2 except to increase any percentage or to provide that certain other provisions of provision which under this Indenture cannot be modified or waived except with amended without the consent of the Holders Holder of each Outstanding outstanding Security affected thereby. For the purposes of affected. (c) After an amendment, supplement or waiver under this Section 8.210.02 becomes effective, if the Securities Company shall promptly mail to the Holders 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 series are issuable upon the exercise of warrantssuch amendment, any holder of an unexercised and unexpired warrant with respect to such series shall not be deemed to be a Holder of Outstanding Securities of such series in the amount issuable upon the exercise of such warrants. A supplemental indenture which changes supplement or eliminates any covenant or other provision waiver. (d) [reserved] (e) For purposes of this Indenture, or a supplemental agreement which changes or eliminates any covenant or other provision of a Guarantee, which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall will be deemed not to affect the rights Outstanding if they have been authenticated and delivered under this Indenture of unless, among other things, the Holders of Securities of any other series. It is not necessary under this Section 8.2 for the Holders to consent to the particular form of any proposed supplemental indenture have matured or supplemental agreementbeen cancelled, but it is sufficient if they consent to the substance thereofconverted or repurchased.

With Consent of Holders. With the written consent of the Holders of not less than a majority of the in aggregate principal amount of the Outstanding Securities of each series adversely affected by such supplemental indenture (with the Securities of each series voting as a class)outstanding Notes, the Company Issuers, the Guarantors, if any, and the Trustee may enter into an indenture or indentures supplemental hereto to add this Indenture for the purpose of adding any provisions to or to change changing in any manner or eliminate eliminating any of the provisions of this Indenture or of modifying in any other indenture supplemental hereto or to modify manner the rights of the Holders of Securities of each such series andunder this Indenture, if applicable, including the Guarantor and the Trustee may enter into an agreement or agreements supplemental hereto to add to or to change or eliminate any provisions of a Guaranteedefinitions herein; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security outstanding Note affected thereby, a supplemental indenture under this Section may not: (1) change the Stated Maturity of the principal of, any Note or of any installment of principal of or interest on, on any SecurityNote, or reduce the amount payable in respect of the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereofthereon, or reduce the amount of the principal of an Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of on acceleration of the Maturity thereof pursuant to Section 5.2maturity thereof, or change the place of payment where, or the coin or currency in which which, any Securities Note or any premium or the 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 (thereof; or, in the case of redemption, on or after the Redemption Date); (2) reduce the percentage in aggregate principal amount of the Outstanding Securities of any seriesoutstanding Notes, the consent of whose Holders is if 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 thereunder and their consequences) provided for in this Indenture;; or (3) change any obligation modify the obligations of the Company Issuers to maintain an office make Offers to Purchase upon a Change of Control or agency from the Excess Proceeds of Asset Sales if such modification was done after or in the places and for the purposes specified in Section 9.2contemplation of such Change of Control or such Asset Sale; or (4) make subordinate, in right of payment, the Notes to any change other Debt of the Issuers; or (5) modify any of the provisions of this proviso to Section 8.2 or provisions relating to waiver of defaults or certain covenants contained in Section 5.7 6.2, 6.4 or this 8.2 6.7 hereof, except to increase any such percentage required for such actions or to provide that certain other provisions of this Indenture cannot be modified or waived except with without the consent of the Holder of each outstanding Note affected thereby; or (6) release any Guarantees required to be maintained under this Indenture. After a modification, amendment, supplement or waiver under this Section 8.2 becomes effective, the Issuers shall mail to the Holders a notice briefly describing the modification, 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 modification, amendment, supplement or waiver. It shall not be necessary for the consent of the Holders of each Outstanding Security affected thereby. For the purposes of this Section 8.2, if the Securities of any series are issuable upon the exercise of warrants, any holder of an unexercised and unexpired warrant with respect to such series shall not be deemed to be a Holder of Outstanding Securities of such series in the amount issuable upon the exercise of such warrants. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture, or a supplemental agreement which changes or eliminates any covenant or other provision of a Guarantee, which has expressly been included solely for the benefit of one or more particular series of Securities, 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 this Indenture of the Holders of Securities of any other series. It is not necessary under this Section 8.2 for the Holders to consent to approve the particular form of any proposed supplemental indenture amendment, modification, supplement or supplemental agreementwaiver, but it is shall be sufficient if they such consent to approves the substance thereof.

With Consent of Holders. With Subject to Sections 6.04 and 6.07 and without prior notice to the Holders, the Company, when authorized by its Board of Directors (as evidenced by a Board Resolution delivered to the Trustee), and the Trustee may amend this Indenture and the Notes with the written consent of the Holders of a majority of the aggregate in principal amount of the Outstanding Securities Notes then outstanding, and the Holders of each series adversely affected a majority in principal amount of the Notes then outstanding by such supplemental indenture (with the Securities of each series voting as a class), the Company and written notice to the Trustee may enter into an indenture or indentures supplemental hereto to add waive future compliance by the Company with any provisions to or to change or eliminate any provisions provision of this Indenture or of any other indenture supplemental hereto or to modify the rights of Notes. Notwithstanding the Holders of Securities of each such series and, if applicable, the Guarantor and the Trustee may enter into an agreement or agreements supplemental hereto to add to or to change or eliminate any provisions of a Guarantee; providedthis Section 9.02, however, that without the consent of the each Holder of each Outstanding Security affected therebyaffected, an amendment or waiver, including a supplemental indenture under this waiver pursuant to Section 6.04, may not: (1i) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any SecurityNote, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce adversely affect any right of repayment at the amount option of the principal any Holder of an Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2any Note, or change any place of payment where, or the coin or currency in which which, any Securities Note or any premium or the 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, in the case of redemption, on or after the Redemption Date); (2ii) reduce the percentage in principal amount of the Outstanding Securities of any series, outstanding Notes 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 Defaults and their consequences) consequences provided for in this Indenture; (3iii) change any obligation of the Company to maintain an office or agency waive a Default in the places and for the purposes specified in Section 9.2payment of principal of, premium, if any, or interest on, any Note; or (4iv) make modify any change in of the provisions of this Section 5.7 or this 8.2 9.02, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived except with without the consent of the Holder of each outstanding Note affected thereby. It shall not be necessary for the consent of the Holders of each Outstanding Security affected thereby. For the purposes of this Section 8.2, if the Securities of any series are issuable upon the exercise of warrants, any holder of an unexercised and unexpired warrant with respect to such series shall not be deemed to be a Holder of Outstanding Securities of such series in the amount issuable upon the exercise of such warrants. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture, or a supplemental agreement which changes or eliminates any covenant or other provision of a Guarantee, which has expressly been included solely for the benefit of one or more particular series of Securities, 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 this Indenture of the Holders of Securities of any other series. It is not necessary under this Section 8.2 for the Holders 9.02 to consent 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 affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. 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 supplemental indenture or supplemental agreement, but it is sufficient if they consent to the substance thereofwaiver.

With Consent of Holders. With The Company, the Subsidiary Guarantors and the Trustee may amend this Indenture or the Notes without notice to any Noteholder but with the written consent of the Holders of at least a majority of the in aggregate principal amount of the Outstanding Securities of each series adversely affected by such supplemental indenture Notes then outstanding (including consents obtained in connection with the Securities of each series voting as a classtender offer or exchange for Notes). However, the Company and the Trustee may enter into an indenture or indentures supplemental hereto to add any provisions to or to change or eliminate any provisions of this Indenture or of any other indenture supplemental hereto or to modify the rights of the Holders of Securities of each such series and, if applicable, the Guarantor and the Trustee may enter into an agreement or agreements supplemental hereto to add to or to change or eliminate any provisions of a Guarantee; provided, however, that without the consent of the Holder of each Outstanding Security Noteholder affected thereby, a supplemental indenture under this Section an amendment may not: (1i) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or Note; (ii) reduce the principal amount thereof of, or the rate of interest thereon or on, any premium Notes; (iii) reduce any premium, if any, payable upon on the redemption thereofof any Note or change the date on which any Note may or must be redeemed or repaid (for the avoidance of doubt, the provisions set forth in Section 4.8 (including the definitions related thereto) may be amended or reduce modified at any time prior to the occurrence of a Change of Control Triggering Event with the consent of Holders of at least a majority in aggregate principal amount of the principal of an Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2, or Notes then outstanding); (iv) change the coin or currency in which the principal of, premium, if any, or interest on any Securities or any premium or the interest thereon Note is payable; (v) release the Guarantee of any Subsidiary Guarantor except as provided in this Indenture, or make any changes to such Guarantee in a manner adverse to the Holders; (vi) impair the right of any Holder to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date)any Note; (2vii) reduce the percentage in principal amount of the Outstanding Securities of any seriesoutstanding Notes, the consent of whose Holders is required in order to take certain actions; (viii) reduce the requirements for any such supplemental indenture, quorum or voting by Holders in this Indenture or the consent Notes; (ix) modify any of whose Holders is required for any waiver (of compliance with certain the provisions of this Indenture or regarding the waiver of past defaults and the waiver of certain defaults hereunder and their consequences) provided for in this Indenture; (3) change any obligation of the Company to maintain an office or agency in the places and for the purposes specified in Section 9.2; or (4) make any change in Section 5.7 or this 8.2 covenants by Holders except to increase any percentage vote required or to provide that certain other provisions of this Indenture cannot be modified or waived except with without the consent of each Holder affected thereby; or (x) modify any of the above provisions of this Section 9.2. It shall not be necessary for the consent of the Holders of each Outstanding Security affected thereby. For the purposes of this Section 8.2, if the Securities of any series are issuable upon the exercise of warrants, any holder of an unexercised and unexpired warrant with respect to such series shall not be deemed to be a Holder of Outstanding Securities of such series in the amount issuable upon the exercise of such warrants. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture, or a supplemental agreement which changes or eliminates any covenant or other provision of a Guarantee, which has expressly been included solely for the benefit of one or more particular series of Securities, 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 this Indenture of the Holders of Securities of any other series. It is not necessary under this Section 8.2 for the Holders 9.2 to consent to approve the particular form of any proposed supplemental indenture or supplemental agreementamendment, but it is shall be sufficient if they such consent to approves the substance thereof. After an amendment under this Section 9.2 becomes effective, the Company shall mail or electronically deliver to Noteholders a notice briefly describing such amendment. The failure to give such notice to all Noteholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.2.

With Consent of Holders. With Except as provided below in this Section 9.02, the written Company, the Guarantors (solely with respect to the Guarantee to which it is a party) and the Trustee may amend or supplement this Indenture, the Notes and the Guarantees with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including consents obtained in connection with a purchase of, tender offer or exchange offer for, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees 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), other than Notes beneficially owned by the Company or its Affiliates, voting as a single class (including consents obtained in connection with a tender offer or exchange offer or offer to purchase with respect to the Notes); provided that (x) if any such amendment or waiver will only affect one series of Notes (or less than all series of Notes) then outstanding hereunder, then only the consent of the Holders of a majority in principal amount of the Notes of such series then outstanding (including, in each case, consents obtained in connection with a tender offer or exchange offer or offer to purchase with respect to the Notes) shall be required and (y) if any such amendment or waiver by its terms will affect a series of Notes in a manner different and materially adverse relative to the manner such amendment or waiver affects other series of Notes, then the consent of the Holders of a majority in principal amount of the Notes of such adversely affected series then outstanding (including, in each case, consents obtained in connection with a tender offer or exchange offer or offer to purchase with respect to the Notes) shall be required. Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company and the Guarantors (solely with respect to the Guarantee to which it is a party) in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall deliver to the Holders affected thereby (with a copy to the Trustee) 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. Without the consent of each affected Holder (including, for the avoidance of doubt, any Notes held by Affiliates), an amendment or waiver under this Section 9.02 may not, with respect to any Notes held by a non-consenting Holder: (1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of or change the fixed final maturity of any such Note or reduce the premium payable upon the redemption of such Notes on any date (other than the provisions relating to Section 3.09, Section 4.10 and Section 4.14); provided that any amendment to the notice requirements may be made with the consent of the Holders of a majority in aggregate principal amount of then outstanding Notes; (3) reduce the rate of or change the time for payment of interest on any Note; (4) waive a Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Outstanding Securities Notes and a waiver of each series adversely the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all affected by such supplemental indenture Holders; (with 5) make any Note payable in money other than that stated therein; (6) make any change in the Securities of each series voting as a class), the Company and the Trustee may enter into an indenture or indentures supplemental hereto to add any provisions to or to change or eliminate any provisions of this Indenture or relating to waivers of past Defaults; (7) make any change in this Article IX that is materially adverse to the Holders; (8) modify the contractual right hereunder of any other indenture supplemental hereto Holder to institute suit for the payment of principal, interest or premium (if any) on or with respect to such Holder’s Notes on or after the respective due dates; (9) make any change to or modify the ranking of the Notes that would adversely affect the Holders; or (10) except as expressly permitted by this Indenture, modify the Guarantees of any Guarantor, in any manner materially adverse to the Holders. For the avoidance of doubt, no amendment to, or deletion of any of the covenants described under, Article IV (other than Section 4.01) or Article V or action taken in compliance with such provisions in effect at the time of such action, shall be deemed to impair or affect any legal rights of the any Holders of Securities of each such series and, if applicable, the Guarantor and the Trustee may enter into an agreement or agreements supplemental hereto Notes to add to or to change or eliminate any provisions of a Guarantee; provided, however, that without the consent of the Holder of each Outstanding Security affected thereby, a supplemental indenture under this Section may not: (1) change the Stated Maturity of the principal of, or any installment receive payment of principal of or interest onpremium, any Securityif any, or reduce interest on the principal amount thereof Notes or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2, or change the coin or currency in which any Securities or any premium or the 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, in the case of redemption, on or after the Redemption Date); (2) reduce the percentage in principal amount of the Outstanding Securities of any series, 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; (3) change any obligation of the Company to maintain an office or agency in the places and for the purposes specified in Section 9.2; or (4) make any change in Section 5.7 or this 8.2 except to increase any percentage or to provide that certain other provisions of this Indenture cannot be modified or waived except with the consent of the Holders of each Outstanding Security affected thereby. For the purposes of this Section 8.2, if the Securities of any series are issuable upon the exercise of warrants, any holder of an unexercised and unexpired warrant with respect to such series shall not be deemed to be a Holder of Outstanding Securities of such series in the amount issuable upon the exercise of such warrants. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture, or a supplemental agreement which changes or eliminates any covenant or other provision of a Guarantee, which has expressly been included solely for the benefit of one or more particular series of Securities, 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 this Indenture of the Holders of Securities of any other series. It is not necessary under this Section 8.2 for the Holders to consent to the particular form of any proposed supplemental indenture or supplemental agreement, but it is sufficient if they consent to the substance thereofHolder’s Notes.

With Consent of Holders. With (a) Subject to Section 6.07, the Company, the Trustee and (if applicable) any Subsidiary Guarantor may amend or supplement this Indenture or the Notes with the written consent of the Holders of not less than a majority of the in aggregate principal amount of the Outstanding Securities of each series adversely affected by such supplemental indenture (Notes, and any past Default or compliance with any provisions may also be waived with the Securities of each series voting as a class), the Company and the Trustee may enter into an indenture or indentures supplemental hereto to add any provisions to or to change or eliminate any provisions of this Indenture or of any other indenture supplemental hereto or to modify the rights written consent of the Holders of Securities not less than a majority in aggregate principal amount of each such series and, if applicable, the Guarantor and Outstanding Notes. (b) Notwithstanding the Trustee may enter into an agreement or agreements supplemental hereto to add to or to change or eliminate any provisions of a Guarantee; providedthis Section 9.02, however, that without the consent of the each Holder of each Outstanding Security affected therebyaffected, an amendment or waiver, including a supplemental indenture under this waiver pursuant to Section 6.04, may not:not (with respect to any Notes held by a non- consenting Holder): (1i) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or Note, (ii) reduce the principal amount thereof of or premium, if any, or interest or Liquidated Damages, if any, on any Note, (iii) reduce any amount payable on redemption of the rate of interest thereon Notes or any premium payable upon the redemption thereof, occurrence of an Event of Default or reduce the Change of Control Payment or the amount to be paid in connection with an Asset Sale Offer, (iv) change the place or currency of the payment of principal of an Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2premium, if any, or change the coin interest or currency in which Liquidated Damages, if any, on any Securities or any premium or the interest thereon is payable, or Note, (v) impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of a redemption, on or after the Redemption Date);) of any Note, (2vi) reduce the above-stated percentage in principal amount of the Outstanding Securities of any series, outstanding Notes the consent of whose Holders is required for any such supplemental indenturenecessary to modify or amend the Indenture, (vii) waive a default in the payment of principal of or premium, if any, or interest or Liquidated Damages, if any, on the Notes (except as set forth in Section 6.04), (viii) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is required necessary for any waiver (of compliance with certain provisions of this the Indenture or certain defaults hereunder and their consequences) provided for in this Indenture;waiver of Defaults, (3ix) modify or change any obligation provision of the Company Indenture affecting the ranking of the Notes or the Subsidiary Guarantees in a manner adverse to maintain an office the Holders of the Notes, (x) release any Subsidiary Guarantor from any of its obligations under its Subsidiary Guarantee or agency the Indenture other than in accordance with the places and for provisions of the purposes specified in Section 9.2; Indenture, or amend or modify any provision relating to such release, or (4xi) make any change directly or indirectly release the Liens created by the Security Documents on all or substantially all the Collateral (other than in Section 5.7 accordance with the terms of the Existing Credit Facility or this 8.2 except to increase any percentage the Security Documents or to provide that certain other provisions of this Indenture cannot be modified or waived except with the consent of the Holders of each Outstanding Security affected thereby. For requisite lenders under the purposes of this Existing Credit Facility if, after such consent, the Company is in compliance with Section 8.2, if the Securities of any series are issuable upon the exercise of warrants, any holder of an unexercised and unexpired warrant with respect to such series 4.12). (c) It shall not be deemed to be a Holder of Outstanding Securities of such series in the amount issuable upon the exercise of such warrants. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture, or a supplemental agreement which changes or eliminates any covenant or other provision of a Guarantee, which has expressly been included solely necessary for the benefit of one or more particular series of Securities, or which modifies the rights consent 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 this Indenture of the Holders of Securities of any other series. It is not necessary under this Section 8.2 for the Holders 9.02 to consent to approve the particular form of any proposed supplemental indenture amendment, supplement or supplemental agreementwaiver, but it is shall be sufficient if they such consent to 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 of each Note affected thereby, with a copy to the Trustee, 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 supplemental indenture or the effectiveness of any such amendment, supplement or waiver.

With Consent of Holders. With the written consent of the Holders of at least a majority of the aggregate principal amount of the Outstanding Securities of each series adversely affected by such supplemental indenture Notes then outstanding (including consents obtained in connection with the Securities of each series voting as a classrepurchase of, or tender offer or exchange offer for, Notes), by Act of such Holders delivered to the Company and the Trustee Trustee, the Company, when authorized by a Board Resolution, may enter into an indenture amend or indentures supplemental hereto to add supplement this Indenture or the Notes or waive compliance with any provisions to or to change or eliminate any provisions provision of this Indenture or of any other indenture supplemental hereto or to modify the rights of the Holders of Securities of each such series and, if applicable, the Guarantor and the Trustee may enter into an agreement or agreements supplemental hereto to add to or to change or eliminate any provisions of a GuaranteeNotes; provided, however, that that, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Holder Notes, or waiver of each Outstanding Security affected therebyany provision of this Indenture or the Notes, a supplemental indenture under this Section may notmay: (1a) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2of, or change the coin Maturity Date of, any Note; (b) reduce the rate of, or currency in which extend the stated time for payment of, interest on any Securities or any premium Note; (c) reduce the Fundamental Change Repurchase Price or the interest thereon is payableRedemption Price of any Note or change the time at which, or the circumstances under which, the Notes may, or will be, redeemed or repurchased; (d) impair the right of any Holder to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (orany Note, in the case including with respect to any consideration due upon conversion of redemption, on or after the Redemption Date)a Note; (2e) make any Note payable in a currency other than that stated in the Note; (f) make any change that impairs the conversion rights of any Holder under Article X hereof or otherwise reduces the number of shares of Common Stock, amount of cash or any other property receivable by a Holder upon conversion; (g) change the ranking of the Notes; (h) reduce the percentage in principal amount of the Outstanding Securities of any series, 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 voting requirements included in this Indenture; (3i) make any change to any obligation amendment, modification or waiver provision of this Indenture that requires the Company to maintain an office or agency in the places and for the purposes specified in Section 9.2consent of each affected Holder; or (4j) make any change in Section 5.7 or this 8.2 except reduce the percentage of the aggregate principal amount of then outstanding Notes whose Holders must consent to increase any percentage or to provide that certain other provisions an amendment of this Indenture canor a waiver of a past default. It will not be modified or waived except with necessary for the consent of the Holders of each Outstanding Security affected thereby. For the purposes of this Section 8.2, if the Securities of any series are issuable upon the exercise of warrants, any holder of an unexercised and unexpired warrant with respect to such series shall not be deemed to be a Holder of Outstanding Securities of such series in the amount issuable upon the exercise of such warrants. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture, or a supplemental agreement which changes or eliminates any covenant or other provision of a Guarantee, which has expressly been included solely for the benefit of one or more particular series of Securities, 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 this Indenture of the Holders of Securities of any other series. It is not necessary under this Section 8.2 for the Holders 9.02 to consent to approve the particular form of any proposed supplemental indenture or supplemental agreementamendment, but it is will be sufficient if they such consent to approves the substance thereofof such proposed amendment.

With Consent of Holders. With (a) Except as provided in Section 9.01 of this Indenture and this Section 9.02, the written Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes and the Guarantees with the consent of the Holders of a majority of the aggregate in principal amount of the Outstanding Securities Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to Section 6.04 and Section 6.07 of each series adversely affected by such supplemental indenture this Indenture, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Guarantees may be waived with the Securities consent of each series voting the Holders of a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Section 2.08 and Section 2.09 of this Indenture shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. (b) Upon the request of the Company, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as a class)aforesaid, and upon receipt by the Trustee of the documents described in Section 12.04 of this Indenture, the Trustee shall join with the Company and the Trustee may enter into an Guarantors in the execution of such amended or supplemental indenture unless such amended or indentures supplemental hereto to add any provisions to indenture directly affects the Trustee’s own rights, duties or to change or eliminate any provisions of immunities under this Indenture or of any other indenture otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental hereto or to modify indenture. (c) It shall not be necessary for the rights consent of the Holders under this Section 9.02 to approve the particular form of Securities any proposed amendment, supplement or waiver. It shall be sufficient if such consent approves the substance of each such series andproposed amendment, if applicablesupplement or waiver. (d) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Guarantor and Company will give to the Trustee may enter into an agreement Holders a notice briefly describing such amendment, supplement or agreements supplemental hereto waiver. However, the failure of the Company to add give such notice to all the Holders, or to change any defect in the notice, will not impair or eliminate affect the validity of any provisions of a Guarantee; providedsuch amendment, howeversupplement or waiver. (e) However, that without the consent of the each Holder of each Outstanding Security affected therebyaffected, a supplemental indenture an amendment, supplement or waiver under this Section 9.02 may not:not (with respect to any Notes held by a non-consenting Holder): (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof of Notes whose Holders must consent to an amendment, supplement or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2, or change the coin or currency in which any Securities or any premium or the 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, in the case of redemption, on or after the Redemption Date)waiver; (2) reduce the percentage in principal amount of or change the fixed maturity of any Note or alter the provisions with respect to the optional redemption of the Outstanding Securities of any series, 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 Notes pursuant to Section 3.07 of this Indenture or certain defaults hereunder and their consequences) provided (other than provisions relating to notice period for in this Indentureconsummating an optional redemption of the Notes); (3) reduce the rate of or change the time for payment of interest, including default interest, on any obligation of the Company to maintain an office or agency in the places and for the purposes specified in Section 9.2; orNote; (4) waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, on, the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (5) make any Note payable in money other than that stated in the Notes; (6) make any change in Section 5.7 or this 8.2 except to increase any percentage or to provide that certain other the provisions of this Indenture cannot be modified relating to waivers of past Defaults or waived except with the consent contractual rights of the Holders to receive payments of each Outstanding Security affected thereby. For the purposes of this Section 8.2principal of, or interest or premium, if any, on, the Securities of Notes; or (7) make any series are issuable upon the exercise of warrants, any holder of an unexercised and unexpired warrant with respect to such series shall not be deemed to be a Holder of Outstanding Securities of such series change in the amount issuable upon the exercise of such warrants. preceding amendment and waiver provisions. (f) A supplemental indenture which changes consent to any amendment, supplement or eliminates any covenant or other provision waiver of this Indenture, the Notes or the Guarantee by any Holder given in connection with a supplemental agreement which changes or eliminates any covenant or other provision of a Guarantee, which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities tender of such series with respect to Holder’s Notes will not be rendered invalid by such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It is not necessary under this Section 8.2 for the Holders to consent to the particular form of any proposed supplemental indenture or supplemental agreement, but it is sufficient if they consent to the substance thereoftender.

With Consent of Holders. With Subject to Sections 6.04 and 6.07 and without prior notice to the Holders, the Company, when authorized by its Board of Directors (as evidenced by a Board Resolution), and the Trustee may amend this Supplemental Indenture, the Notes or the Guarantees with the written consent of the Holders of a majority of the in aggregate principal amount of the Outstanding Securities Notes then outstanding, and the Holders of each series adversely affected a majority in aggregate principal amount of the Notes then outstanding by such supplemental indenture (with the Securities of each series voting as a class), the Company and written notice to the Trustee may enter into an indenture waive compliance by the Company with any provision of this Supplemental Indenture, the Notes or indentures supplemental hereto to add any provisions to or to change or eliminate any the Guarantees. Notwithstanding the foregoing provisions of this Indenture or of any other indenture supplemental hereto or to modify the rights of the Holders of Securities of each such series andSection 9.02, if applicable, the Guarantor and the Trustee may enter into an agreement or agreements supplemental hereto to add to or to change or eliminate any provisions of a Guarantee; provided, however, that without the consent of the each Holder of each Outstanding Security affected therebyaffected, an amendment or waiver, including a supplemental indenture under this waiver pursuant to Section 6.04, may not: (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of Notes whose Holders must consent to an Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2, or change the coin or currency in which any Securities or any premium or the 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, in the case of redemption, on or after the Redemption Date)amendment; (2) reduce the percentage in principal amount rate of or change or have the Outstanding Securities effect of changing the time for payment of interest, including defaulted interest, on any series, 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 IndentureNotes; (3) reduce the principal of or change or have the effect of changing the fixed maturity of any obligation of Notes, or change the Company date on which any Notes may be subject to maintain an office redemption or agency in reduce the places and for the purposes specified in Section 9.2; orredemption price therefor; (4) make any Notes payable in money other than that stated in the Notes; (5) make any change in Section 5.7 or this 8.2 except to increase any percentage or to provide that certain other provisions of this Supplemental Indenture canprotecting the right of each Holder to receive payment of 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 Company’s obligation to purchase Notes arises thereunder, amend, change or modify in any material respect 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 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 Supplemental Indenture or the related definitions affecting the ranking of the Notes or the Guarantees in a manner which adversely affects the Holders; (8) release any Guarantor that is a Significant Subsidiary from any of its obligations under its Guarantee or this Supplemental Indenture otherwise than in accordance with the terms of this Supplemental Indenture; or (9) modify or change any provision of Section 9.01 or Section 9.02. It shall not be modified or waived except with necessary for the consent of the Holders of each Outstanding Security affected thereby. For the purposes of this Section 8.2, if the Securities of any series are issuable upon the exercise of warrants, any holder of an unexercised and unexpired warrant with respect to such series shall not be deemed to be a Holder of Outstanding Securities of such series in the amount issuable upon the exercise of such warrants. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture, or a supplemental agreement which changes or eliminates any covenant or other provision of a Guarantee, which has expressly been included solely for the benefit of one or more particular series of Securities, 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 this Indenture of the Holders of Securities of any other series. It is not necessary under this Section 8.2 for the Holders 9.02 to consent 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 affected thereby a notice briefly describing the amendment, supplement or waiver. The Company shall mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or supplemental agreement, but it waiver. This Section 9.02 is sufficient if they consent subject to the substance thereofSection 9.05.

With Consent of Holders. With Subject to Sections 6.04 and 6.07, the written consent Company, when authorized by its Board of Directors (as evidenced by a Board Resolution of the Holders of a majority of the aggregate principal amount of the Outstanding Securities of each series adversely affected by such supplemental indenture (with the Securities of each series voting as a classCompany), the Company and the Trustee may enter into an indenture or indentures supplemental hereto to add any provisions to or to change or eliminate any amend this Indenture and the Notes with the Required Consent. Notwithstanding the provisions of this Indenture or of any other indenture supplemental hereto or to modify the rights of the Holders of Securities of each such series andSection 11.02, if applicable, the Guarantor and the Trustee may enter into an agreement or agreements supplemental hereto to add to or to change or eliminate any provisions of a Guarantee; provided, however, that without the consent of the each Holder of each Outstanding Security affected therebyaffected, an amendment or waiver, including a supplemental indenture under this waiver pursuant to Section 6.04, may not: (1) change the Stated Maturity of the principal of, or any installment of principal of interest on, any Note or alter the redemption provisions with respect thereto; (2) reduce the Accreted Value of, or premium, if any, or interest on, any SecurityNote; (3) change the place or currency of payment of Accreted Value of, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereofpremium, if any, or reduce interest on, any Note or adversely affect any right of repayment at the amount option of the principal any Holder of an Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2, or change the coin or currency in which any Securities or any premium or the interest thereon is payable, or Note; (4) impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of a redemption, on or after the Redemption Date)) of any Note; (25) reduce the above-stated percentage in principal amount of the Outstanding Securities of any series, outstanding Notes the consent of whose Holders is required for any such supplemental indenture, necessary to modify 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 amend this Indenture; (36) change waive a Default in the payment of Accreted Value of, premium, if any, or interest on the Notes; (7) modify any obligation of the Company to maintain an office provisions of this Section 11.02, Section 6.04 or agency in the places and for the purposes specified in Section 9.2; or (4) make any change in Section 5.7 or this 8.2 6.07, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived except without the consent of the Holder of each outstanding Note affected thereby; (8) reduce the percentage or aggregate Accreted Value amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with provisions of this Indenture or for waiver of certain defaults; (9) amend, alter, change or modify the obligation of the Company to make and consummate an Offer to Purchase in the event of a Change of Control or Asset Sale or modify any of the provisions or definitions with respect thereto; (10) impair the right to institute suit for the enforcement of any payment on or with respect to the Notes; (11) release all or substantially all Guarantors and other guarantors, if any, from guarantees of the Indebtedness evidenced by the Notes; or (12) release all or substantially all Collateral. It shall not be necessary for the consent of the Holders of each Outstanding Security affected thereby. For the purposes of this Section 8.2, if the Securities of any series are issuable upon the exercise of warrants, any holder of an unexercised and unexpired warrant with respect to such series shall not be deemed to be a Holder of Outstanding Securities of such series in the amount issuable upon the exercise of such warrants. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture, or a supplemental agreement which changes or eliminates any covenant or other provision of a Guarantee, which has expressly been included solely for the benefit of one or more particular series of Securities, 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 this Indenture of the Holders of Securities of any other series. It is not necessary under this Section 8.2 for the Holders 11.02 to consent 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 11.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. 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 supplemental indenture or supplemental agreement, but it is sufficient if they consent to the substance thereofwaiver.

With Consent of Holders. With the written consent of the Holders of not less than a majority of the in aggregate principal amount of the Outstanding Securities of each series adversely affected by such supplemental indenture Notes (with the Securities of each series voting as a class)including, without limitation, Additional Notes, if any) delivered to the Company and the Trustee Trustee, the Company when authorized by a Board Resolution, together with the Trustee, may enter into an indenture amend, waive, modify or indentures supplemental hereto to add supplement any provisions to or to change or eliminate any provisions other provision of this Indenture or of any other indenture supplemental hereto or to modify the rights of the Holders of Securities of each such series and, if applicable, the Guarantor and the Trustee may enter into an agreement or agreements supplemental hereto to add to or to change or eliminate any provisions of a GuaranteeNotes; provided, however, that no such amendment, waiver, modification or supplement may, without the written consent of the Holder of each Outstanding Security Note affected thereby, a supplemental indenture under this Section may not: (1a) change the Stated Maturity of the principal of, or on any installment of principal of or interest on, any Security, or Note; (b) reduce the principal amount thereof of or the rate of interest thereon on any Note payable at Stated Maturity or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2, or change the coin or currency in which any Securities or any premium or the interest thereon is payable, or repurchase; (c) impair the Holder’s right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date)Notes; (2d) reduce modify the provisions with respect to a Holder’s rights to require the Company to repurchase Notes upon a Fundamental Change in a manner adverse to the Holders of the Notes, including the Company’s obligations to repurchase the Notes following a Fundamental Change; (e) adversely affect the rights of Holders under the conversion provisions of the Notes; (f) change the place or currency of payment of principal of or interest on any Note; (g) make any change in the percentage of principal amount of Notes necessary to waive compliance with provisions of this Indenture; (h) make any change to this Section 10.02 or Section 10.03 (other than to increase the percentage in principal amount required for modification or waiver or to provide for consent of each affected Holder of Notes); (i) waive a Default or Event of Default in the payment of principal or interest on the Notes (except a rescission of acceleration of the Outstanding Securities of any series, Notes by 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 thereof as provided in Section 7.02(b) of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; (3) change any obligation a waiver of the Company to maintain an office or agency in the places and for the purposes specified in Section 9.2payment default that resulted from such acceleration); or (4j) make modify the ranking or priority of any change Note in Section 5.7 any manner adverse to the Holders of the Notes. Upon the written request of the Company accompanied by a copy of a Board Resolution authorizing the execution of any such supplemental indenture or this 8.2 except to increase any percentage other agreement, instrument or to provide that certain other provisions waiver, and upon the filing with the Trustee of this Indenture cannot be modified or waived except with evidence of the consent of Holders as aforesaid, the Holders Trustee shall join with the Company in the execution of each Outstanding Security affected therebysuch supplemental indenture or other agreement, instrument or waiver. For the purposes of this Section 8.2, if the Securities of any series are issuable upon the exercise of warrants, any holder of an unexercised and unexpired warrant with respect to such series It shall not be deemed to be a Holder necessary for any act of Outstanding Securities of such series in the amount issuable upon the exercise of such warrants. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture, or a supplemental agreement which changes or eliminates any covenant or other provision of a Guarantee, which has expressly been included solely for the benefit of one or more particular series of Securities, 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 this Indenture of the Holders of Securities of any other series. It is not necessary under this Section 8.2 for the Holders to consent to approve the particular form of any proposed supplemental indenture or supplemental other agreement, instrument or waiver, but it is shall be sufficient if they consent to such act shall approve the substance thereof.

With Consent of Holders. With (a) Except as provided below in this Section 8.02, the written Company, each Guarantor, if any, any other obligor under the Notes and the Trustee may modify, amend or supplement the Indenture (including this Supplemental Indenture) or the Notes with the consent of the Holders of a majority of the in aggregate principal amount of the Outstanding Securities 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 each series adversely affected by such supplemental indenture Default or compliance with any provision of this Supplemental Indenture, the Base Indenture (as it relates to the Notes) or the Notes may be waived with the Securities of each series voting as a class), the Company and the Trustee may enter into an indenture or indentures supplemental hereto to add any provisions to or to change or eliminate any provisions of this Indenture or of any other indenture supplemental hereto or to modify the rights consent of the Holders of Securities a majority in principal amount of each such series andthe then outstanding Notes (including Additional Notes, if applicableany) (including consents obtained in connection with a purchase of, the Guarantor and the Trustee may enter into an agreement or agreements supplemental hereto to add to tender offer or to change or eliminate any provisions of a Guarantee; providedexchange offer for, howeverNotes). However, that without the consent of the Holder of each Outstanding Security outstanding Note affected thereby, a supplemental indenture modification, amendment, supplement or waiver under this Section 8.02 may not: (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 of, premium, if any, or interest on, any Security, such Note or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2, or change the coin or currency in which the principal of any Securities 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 on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Dateredemption 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 the Outstanding Securities of any seriessuch outstanding Notes, the consent of whose Holders is required for any such supplemental indentureamendment of the Indenture (including this Supplemental Indenture), or the consent of whose Holders is required for any waiver (of or compliance with certain provisions of the Base Indenture (as it relates to the Notes) or this Indenture or certain defaults hereunder and their consequences) provided for in this Supplemental Indenture; (34) change modify any obligation of the Company provisions of the Indenture requiring the consent of Holders or relating to maintain an office the waiver by Holders of past defaults or agency in relating to the places and for the purposes specified in Section 9.2; or (4) make any change in Section 5.7 or this 8.2 waiver by Holders of certain covenants, except to increase any the percentage of such outstanding Notes required for such actions or to provide that certain other provisions of this the Indenture cannot be modified or waived except 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; or (6) amend or modify any of the provisions of the 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 with respect to the Notes 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 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 as aforesaid, and upon receipt by the Trustee of each Outstanding Security affected thereby. For the purposes documents described in Section 8.06 and Section 11.02, the Trustee 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 Section 8.2Supplemental Indenture or otherwise, if in which case the Securities of any series are issuable upon the exercise of warrantsTrustee may in its discretion, any holder of an unexercised and unexpired warrant with respect to such series but shall not be deemed obligated to, enter into such amended or supplemental indenture. (c) It shall not be necessary for the consent of the Holders 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 Holder of Outstanding Securities of notice briefly describing the amendment, supplement or waiver. However, the failure to give such series notice, or any defect in the amount issuable upon notice, will not impair or affect the exercise validity of such warrants. A 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 this Indenture, or a supplemental agreement which changes or eliminates any covenant or other provision of a Guarantee, the Indenture which has been expressly been included solely for the benefit of one or more particular series of Securities, 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, provision shall be deemed not to affect the rights under this the Indenture of the Holders of Securities of any other series. It is not necessary under this Section 8.2 for the Holders to consent to the particular form of any proposed supplemental indenture or supplemental agreement, but it is sufficient if they consent to the substance thereofHolders.

With Consent of Holders. With Subject to the written provisions of this Indenture, including, without limitation, Sections 9.8, 10.11 and 17.14, with the consent of the Holders of not less than a majority of the aggregate in principal amount of the Outstanding Securities (the "Required Holders"), by Act of each series adversely affected said Holders delivered to the Company, the Guarantor and the Trustee, the Company (when authorized by such supplemental indenture (with the Securities of each series voting as or pursuant to a classBoard Resolution), the Company Guarantor (when authorized by or pursuant to a Guarantor's Board Resolution) and the Trustee may enter into an indenture or indentures supplemental hereto to add for the purpose of adding any provisions to or to change changing in any manner or eliminate eliminating any of the provisions of this Indenture or of modifying in any other indenture supplemental hereto or to modify manner the rights of the Holders of Securities under this Indenture or of each such series and, if applicablethe Securities. Subject to Section 5.8 and the provisions of this Section 9.2, the Guarantor Required Holders may waive compliance with any term, provision or condition of this Indenture without notice to any other Holders. However, no such supplemental indenture and the Trustee may enter into an agreement or agreements supplemental hereto to add to or to change or eliminate any provisions of a Guarantee; providedno waiver, however, that without the consent of the Holder of each Outstanding Security affected thereby, a supplemental indenture under this Section may not:shall (1) change the Stated Maturity of the principal of, or any premium or installment of principal of interest on or interest onany Additional Amounts with respect to, any Security, or or (2) reduce the principal amount thereof or the rate (or modify the calculation of such rate) of interest thereon or any Additional Amounts with respect thereto, or any premium payable upon the redemption thereofthereof or otherwise, or reduce or (3) change the amount obligation of the principal of an Original Issue Discount Security or Indexed Security that would be due Company and payable upon a declaration of acceleration of the Maturity thereof Guarantor to pay Additional Amounts pursuant to the terms hereof (except as contemplated by Article 8 and permitted by clause (1) of Section 5.29.1), or or (4) change the coin redemption provisions or adversely affect the right of repayment at the option of any Holder as contemplated by Article 13, or (5) change the Place of Payment, currency in which any Securities or the principal of, any premium or the interest thereon on, or any Additional Amounts with respect to any Security is payable, or or (6) impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or, in the case of a purchase of Securities by the Guarantor pursuant to Section 13.1, on or after the Change of Control Purchase Date);, or (27) reduce the percentage in principal amount of the Outstanding Securities of any seriesSecurities, 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; (3) change any obligation , or reduce the requirements of the Company to maintain an office Section 15.4 for quorum or agency in the places and for the purposes specified in Section 9.2; voting, or (48) modify or effect in any manner adverse to the Holders the terms and conditions of the obligations of the Guarantor in respect of the due and punctual payments of principal of, or any premium or interest on, or Additional Amounts with respect to, the Securities, or (9) make modify any change in of the provisions of this Section 5.7 9.2 or this 8.2 Section 5.13, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived except with without the consent of the Holders Holder of each Outstanding Security affected thereby, or (10) make any change that adversely affects the right to convert or exchange any Security into or for other securities, cash or property in accordance with its terms, or (11) decrease the Conversion Ratio. For the purposes of this Section 8.2, if the Securities of any series are issuable upon the exercise of warrants, any holder of an unexercised and unexpired warrant with respect to such series It shall not be deemed to be a Holder necessary for any Act of Outstanding Securities of such series in the amount issuable upon the exercise of such warrants. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture, or a supplemental agreement which changes or eliminates any covenant or other provision of a Guarantee, which has expressly been included solely for the benefit of one or more particular series of Securities, 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 this Indenture of the Holders of Securities of any other series. It is not necessary under this Section 8.2 for the Holders to consent to approve the particular form of any proposed supplemental indenture or supplemental agreementindenture, but it is shall be sufficient if they consent to such Act shall approve the substance thereof. In connection with any waiver or supplemental indenture under this Article 9, the Company may, but shall not be obligated to, offer consideration to any Holder who consents to such waiver or supplemental indenture, or to all Holders.

With Consent of Holders. With the written consent of the Holders of not less than a majority of the aggregate in principal amount of the Outstanding Securities of each series adversely affected by such supplemental indenture (including, without limitation, consents obtained in connection with the Securities a purchase of, or tender offer or exchange offer for, such series of each series voting as a classSecurities), by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, the Subsidiary Guarantors and the Trustee may enter into an indenture or indentures supplemental hereto to add for the purpose of adding any provisions to or to change changing in any manner or eliminate eliminating any of the provisions of this Indenture or of modifying in any other indenture supplemental hereto or to modify manner the rights of the Holders of Securities of each such series under this Indenture. The Company and the Subsidiary Guarantors may omit in any particular instance to comply with any term, provision, covenant or condition of the Indenture, the Subsidiary Guarantees or the Securities of any series if before or after the time for such compliance the Holders of at least a majority in principal amount of the Outstanding Securities of such series shall, by Act of such Holders either waive (including, without limitation, by consent obtained in connection with a purchase of, or tender offer or exchange offer for, such series of Securities) such compliance in such instance or generally waive compliance with such term, provision, covenant or condition, but no such waiver shall extend to or affect such term, provision, covenant or condition except to the extent so expressly waived, and, if applicableuntil such waiver shall become effective, the Guarantor obligations of the Company, the Subsidiary Guarantors and the duties of the Trustee may enter into an agreement in respect of any such term, provision, covenant or agreements condition shall remain in full force and effect. However, no such supplemental hereto to add to indenture or to change or eliminate any provisions of a Guarantee; providedwaiver shall, however, that without the consent of the Holder of each Outstanding Security affected thereby, a supplemental indenture under this Section may not: (1) change the Stated Maturity of the principal of, or any installment of principal of or interest payable on, any Outstanding Security, or reduce the principal amount thereof of or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration redemption or acceleration or would be provable in bankruptcy, or adversely affect any right of acceleration repayment of the Maturity thereof pursuant to Section 5.2, Holder of any Outstanding Security or change the Place of Payment or the coin or currency in which which, any Securities Outstanding Security or any premium principal (and premium, if any) or the 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, in the case of redemption, on or after the Redemption Date);; or (2) reduce the premium payable upon the repurchase of any Security or change the time at which any Security may be repurchased as described under Article 12, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise (except amendments to the definition of “Change of Control”); or (3) modify the Subsidiary Guarantees in any manner adverse to the Holders; or (4) reduce the percentage in principal amount of the Outstanding Securities of any series, 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 any term, provision, covenant or condition of this Indenture or certain defaults hereunder and their consequences) consequences or reduce the quorum or voting requirements provided for in this Indenture; (3) change any obligation of the Company to maintain an office or agency in the places and for the purposes specified in Section 9.2; or (45) make modify any change in of the provisions of this Section 5.7 or this 8.2 Section 513, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived except with without the consent of the Holders Holder of each Outstanding Security affected thereby. For the purposes of ; provided, however, that this Section 8.2, if the Securities of any series are issuable upon the exercise of warrants, any holder of an unexercised and unexpired warrant with respect to such series clause shall not be deemed to be a require the consent of any Holder of Outstanding Securities of such series with respect to changes in the amount issuable upon references to “the exercise Trustee” and concomitant changes in this Section and Section 513, or the deletion of such warrantsthis proviso, in accordance with the requirements of Sections 611 and 901(9). A supplemental indenture or waiver which changes or eliminates any covenant or other provision of this Indenture, or a supplemental agreement which changes or eliminates any covenant or other provision of a Guarantee, Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, 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 this Indenture of the Holders of Securities of any other series. It is shall not be necessary for any Act of Holders under this Section 8.2 for the Holders to consent to approve the particular form of any proposed supplemental indenture or supplemental agreementwaiver, but it is shall be sufficient if they consent to such Act shall approve the substance thereof.

With Consent of Holders. With the written consent of the Holders of a majority of the aggregate principal amount of the Outstanding Securities of each series adversely affected by such supplemental indenture (with the Securities of each series voting Except as a class)provided below in this Section 10.02, the Company and the Trustee Indenture Documents may enter into an indenture be amended or indentures supplemental hereto to add any provisions to or to change or eliminate any provisions of this Indenture or of any other indenture supplemental hereto or to modify the rights of the Holders of Securities of each such series and, if applicable, the Guarantor and the Trustee may enter into an agreement or agreements supplemental hereto to add to or to change or eliminate any provisions of a Guarantee; provided, however, that without the consent of the Holder of each Outstanding Security affected thereby, a supplemental indenture under this Section may not: (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2, or change the coin or currency in which any Securities or any premium or the 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, in the case of redemption, on or after the Redemption Date); (2) reduce the percentage in principal amount of the Outstanding Securities of any series, 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; (3) change any obligation of the Company to maintain an office or agency in the places and for the purposes specified in Section 9.2; or (4) make any change in Section 5.7 or this 8.2 except to increase any percentage or to provide that certain other provisions of this Indenture cannot be modified or waived except supplemented with the consent of the Holders of each Outstanding Security affected thereby. For at least a majority in aggregate principal amount of the purposes Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and any existing Default or Event of this Section 8.2, if the Securities of Default or compliance with any series are issuable upon the exercise of warrants, any holder of an unexercised and unexpired warrant with respect to such series shall not be deemed to be a Holder of Outstanding Securities of such series in the amount issuable upon the exercise of such warrants. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture, or a supplemental agreement which changes or eliminates any covenant or other provision of a Guarantee, which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies Indenture Documents may be waived with the rights consent of the Holders of Securities at least a majority in aggregate principal amount of such series the then outstanding Notes (including consents obtained in connection with respect purchase of, or tender offer or exchange offer for, the Notes), in each case without notice to such covenant or any other provisionHolder, but subject to Section 5.20. It shall not be deemed not to affect necessary for the rights under this Indenture consent of the Holders of Securities of any other series. It is not necessary under this Section 8.2 for the Holders 10.02 to consent 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 10.02 becomes effective, the Company will mail to the Holders 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 supplemental agreementwaiver. Subject to Sections 7.04 and 7.07, but it is sufficient if they the Holders of at least a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company and the Company’s Subsidiaries with any provision of any Indenture Document. However, without the consent (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) of each Holder affected, an amendment, supplement or waiver may not (with respect to any Notes held by a non-consenting Holder): (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the substance thereofprincipal of, premium, if any, or extend the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes (other than the provisions of Sections 3.09, 3.10, 5.10, 5.14 and 5.16 prior to the time at which an obligation to make such an offer has arisen); (c) reduce the rate of or extend the time for payment of interest, including default interest, on any Note; (d) waive a Default in the payment of principal of, premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (e) make any Note payable in money other than that stated in the Notes; (f) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of holders of Notes to receive payments of principal of, premium, if any, or interest on the Notes; (g) release any Guarantor from any of its obligations under its Notes Guarantee or this Indenture, except in accordance with the terms of this Indenture; or (h) make any change to Sections 10.01 or 10.

With Consent of Holders. With Subject to Sections 6.04 and ----------------------- 6.08 and without prior notice to the Holders, the Company, when authorized by its Board of Directors (as evidenced by a Board Resolution delivered to the Trustee), and the Trustee may amend this Indenture and the Notes with the written consent of the Holders of a majority of the in aggregate principal amount of the Outstanding Securities Notes then outstanding, and the Holders of each series adversely affected a majority in aggregate principal amount of the Notes then outstanding by such supplemental indenture (with the Securities of each series voting as a class), the Company and written notice to the Trustee may enter into an indenture or indentures supplemental hereto to add waive future compliance by the Company with any provisions to or to change or eliminate any provisions provision of this Indenture or of any other indenture supplemental hereto or to modify the rights of Notes. Notwithstanding the Holders of Securities of each such series and, if applicable, the Guarantor and the Trustee may enter into an agreement or agreements supplemental hereto to add to or to change or eliminate any provisions of a Guarantee; providedthis Section 9.02, however, that without the consent of the each Holder of each Outstanding Security affected therebyaffected, an amendment or waiver, including a supplemental indenture under this waiver pursuant to Section 6.04, may not: (1i) change the Stated Maturity of the principal of, or any installment of interest on, any Note; (ii) reduce the principal amount of or interest on any Note except as provided in this Indenture; (iii) change any place or currency of payment of principal of or interest on, on any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2, or change the coin or currency in which any Securities or any premium or the interest thereon is payable, or Note; (iv) impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date)any Note; (2v) reduce the percentage in or principal amount of the Outstanding Securities of any series, outstanding Notes the consent of whose Holders is required for any such supplemental indenture, necessary to modify or the consent of whose Holders is required for any waiver (of amend this Indenture or to waive compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in Defaults under this Indenture; (3vi) change any obligation of the Company to maintain an office or agency waive a default in the places and for the purposes specified in Section 9.2payment of principal of or interest on any Note; or (4vii) make modify any change in of the provisions of this Section 5.7 or this 8.2 9.02, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived except with without the consent of the Holder of each outstanding Note affected thereby. It shall not be necessary for the consent of the Holders of each Outstanding Security affected thereby. For the purposes of this Section 8.2, if the Securities of any series are issuable upon the exercise of warrants, any holder of an unexercised and unexpired warrant with respect to such series shall not be deemed to be a Holder of Outstanding Securities of such series in the amount issuable upon the exercise of such warrants. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture, or a supplemental agreement which changes or eliminates any covenant or other provision of a Guarantee, which has expressly been included solely for the benefit of one or more particular series of Securities, 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 this Indenture of the Holders of Securities of any other series. It is not necessary under this Section 8.2 for the Holders 9.02 to consent 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 affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. 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 supplemental indenture or supplemental agreement, but it is sufficient if they consent to the substance thereofwaiver.

With Consent of Holders. With (a) Subject to Section 6.07, the Company, the Trustee and (if applicable) any Subsidiary Guarantor may amend or supplement this Indenture or the Notes with the written consent of the Holders of not less than a majority of the in aggregate principal amount of the Outstanding Securities of each series adversely affected by such supplemental indenture (Notes, and any past Default or compliance with any provisions may also be waived with the Securities of each series voting as a class), the Company and the Trustee may enter into an indenture or indentures supplemental hereto to add any provisions to or to change or eliminate any provisions of this Indenture or of any other indenture supplemental hereto or to modify the rights written consent of the Holders of Securities not less than a majority in aggregate principal amount of each such series and, if applicable, the Guarantor and Outstanding Notes. (b) Notwithstanding the Trustee may enter into an agreement or agreements supplemental hereto to add to or to change or eliminate any provisions of a Guarantee; providedthis Section 9.02, however, that without the consent of the each Holder of each Outstanding Security affected therebyaffected, an amendment or waiver, including a supplemental indenture under this waiver pursuant to Section 6.04, may not:not (with respect to any Notes held by a non-consenting Holder): (1i) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or Note, (ii) reduce the principal amount thereof of or premium, if any, or interest on any Note, (iii) reduce any amount payable on redemption of the rate of interest thereon Notes or any premium payable upon the redemption thereof, occurrence of an Event of Default or reduce the Change of Control Payment or the amount to be paid in connection with an Asset Sale Offer, (iv) change the place or currency of the payment of principal of an Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2premium, if any, or change the coin or currency in which interest on any Securities or any premium or the interest thereon is payable, or Note, (v) impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of a redemption, on or after the Redemption Date);) of any Note, (2vi) reduce the above-stated percentage in principal amount of the Outstanding Securities of any series, outstanding Notes the consent of whose Holders is required for any such supplemental indenturenecessary to modify or amend the Indenture, (vii) waive a default in the payment of principal of or premium, if any, or interest on the Notes (except as set forth in Section 6.04), (viii) reduce the percentage or aggregate principal amount of Outstanding Notes the consent of whose Holders is required necessary for any waiver (of compliance with certain provisions of this the Indenture or certain defaults hereunder and their consequences) provided for in this Indenture;waiver of Defaults, (3ix) modify or change any obligation provision of the Company Indenture affecting the ranking of the Notes or the Subsidiary Guarantees in a manner adverse to maintain an office or agency in the places and for Holders of the purposes specified in Section 9.2; Notes, or (4x) make release any change Subsidiary Guarantor from any of its obligations under its Subsidiary Guarantee or the Indenture other than in Section 5.7 or this 8.2 except to increase any percentage or to provide that certain other accordance with the provisions of this Indenture canthe Indenture, or amend or modify any provision relating to such release. (c) It shall not be modified or waived except with necessary for the consent of the Holders of each Outstanding Security affected thereby. For the purposes of this Section 8.2, if the Securities of any series are issuable upon the exercise of warrants, any holder of an unexercised and unexpired warrant with respect to such series shall not be deemed to be a Holder of Outstanding Securities of such series in the amount issuable upon the exercise of such warrants. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture, or a supplemental agreement which changes or eliminates any covenant or other provision of a Guarantee, which has expressly been included solely for the benefit of one or more particular series of Securities, 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 this Indenture of the Holders of Securities of any other series. It is not necessary under this Section 8.2 for the Holders 9.02 to consent to approve the particular form of any proposed supplemental indenture amendment, supplement or supplemental agreementwaiver, but it is shall be sufficient if they such consent to 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 of each Note affected thereby, with a copy to the Trustee, 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 supplemental indenture or the effectiveness of any such amendment, supplement or waiver.

With Consent of Holders. With Except as specified in Section 9.1, Grupo Aval Limited, when authorized by a Board Resolution, and the Trustee, together, may amend or supplement this Indenture, the Notes or the Guarantees with the written consent of the Holders of at least a majority of the aggregate in principal amount of the Outstanding Securities Notes for the purpose of each series adversely affected by such supplemental indenture (with the Securities of each series voting as a class), the Company and the Trustee may enter into an indenture or indentures supplemental hereto to add adding any provisions to or to change changing in any manner or eliminate eliminating any of the provisions of this Indenture or of modifying in any other indenture supplemental hereto or to modify manner the rights of the Holders of Securities of each such series andunder this Indenture, if applicableprovided that, the Guarantor and the Trustee may enter into an agreement or agreements supplemental hereto to add to or to change or eliminate any provisions of a Guarantee; provided, however, that without the consent of the each Holder of each Outstanding Security affected thereby, a supplemental indenture under this Section an amendment may not: (1i) reduce the rate of or extend the time for payment of interest on any Note; (ii) reduce the principal of or change the Stated Maturity of any Note; (iii) reduce the principal of, amount payable upon the redemption of any Note or change the time at which any installment Note may be redeemed; (iv) change the currency for payment of principal of or interest onpremium, any Securityif any, or reduce the principal amount thereof or the rate of interest thereon or on any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2, or change the coin or currency in which any Securities or any premium or the interest thereon is payable, or Note; (v) impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date)with respect to any Note; (2vi) waive a Default or Event of Default in the payment of principal of, premium, if any, and interest on the Notes; (vii) amend or modify any provisions of the Guarantees in a manner that would materially and adversely affect the Holders; (viii) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of Notes whose Holders is required for must consent to any amendment, supplement or waiver; or (ix) make any change in this first paragraph of this Section 9.2. Upon the written request of Grupo Aval Limited, accompanied by a copy of a Board Resolution authorizing the execution of any such supplemental indenture, or and upon the consent filing with the Trustee of whose Holders is required for any waiver (evidence of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; (3) change any obligation of the Company to maintain an office or agency in the places and for the purposes specified in Section 9.2; or (4) make any change in Section 5.7 or this 8.2 except to increase any percentage or to provide that certain other provisions of this Indenture cannot be modified or waived except with the consent of the Holders as aforesaid, and upon receipt by the Trustee of each Outstanding Security affected thereby. For the purposes documents described in Section 9.6 hereof, the Trustee shall join with Grupo Aval Limited in the execution of this Section 8.2, if such supplemental indenture but the Securities of any series are issuable upon the exercise of warrants, any holder of an unexercised and unexpired warrant with respect to such series Trustee shall not be deemed obligated to be a Holder of Outstanding Securities of enter into any such series in the amount issuable upon the exercise of such warrants. A supplemental indenture which changes affects its own rights, duties or eliminates any covenant immunities under this Indenture or other provision of this Indenture, or a supplemental agreement which changes or eliminates any covenant or other provision of a Guarantee, which has expressly been included solely otherwise. It shall not be necessary for the benefit of one or more particular series of Securities, or which modifies the rights consent 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 this Indenture of the Holders of Securities of any other series. It is not necessary under this Section 8.2 for the Holders 9.2 to consent to approve the particular form of any proposed supplemental indenture or supplemental agreementamendment, but it is shall be sufficient if they such consent to approves the substance thereof. After an amendment under this Section 9.2 becomes effective, Grupo Aval Limited or Grupo Aval shall mail to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.2.

With Consent of Holders. With Except as provided below in this Section 11.2, this Indenture, the Securities and the Subsidiary Guarantees may be amended, modified or supplemented, and noncompliance in any particular instance with any provision of this 57 Indenture, the Securities or Subsidiary Guarantees may be waived, in each case with the written consent of the Holders of a majority of Majority Holders. Without the aggregate principal amount of written consent or the Outstanding Securities affirmative vote of each series adversely affected by such supplemental indenture (with the Securities of each series voting as a class), the Company and the Trustee may enter into an indenture or indentures supplemental hereto to add any provisions to or to change or eliminate any provisions of this Indenture or of any other indenture supplemental hereto or to modify the rights of the Holders Holder of Securities of each such series and, if applicable, the Guarantor and the Trustee may enter into an agreement or agreements supplemental hereto to add to or to change or eliminate any provisions of a Guarantee; provided, however, that without the consent of the Holder of each Outstanding Security affected thereby, a supplemental indenture an amendment or waiver under this Section 11.2 may not: (1a) change the Stated Maturity of the principal amount of, or the date any installment of principal interest, or the payment of or interest Liquidated Damages, is due on, any Security, or ; (b) reduce the principal amount thereof of, or interest, or the rate payment of Liquidated Damages payable on, any Security; (c) make any change that impairs the conversion rights of any Securities under Article XIII; (d) reduce the Repurchase Price, the Fundamental Change Repurchase Price, the Optional Redemption Price, the Redemption Premium or the Make-Whole Premium of any Security or amend or modify in any manner adverse to the Holders of Securities the Company's obligation to make such payments; (e) modify the provisions of Section 4.1 in any manner adverse to the Holders of Securities; (f) reduce the quorum or voting requirements under this Indenture; (g) change the currency of any amount owed or owing under the Security or any interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2, or change the coin or currency in which any Securities or any premium or the interest thereon is payable, or from U.S. Dollars; (h) impair the right of any Holder, or the percentage of Holders required hereunder, to institute suit or give instructions or directions to the Trustee for the enforcement of any such payment on or after the Stated Maturity thereof (orwith respect to, in the case of redemptionor conversion of, on or after the Redemption Date)any Security; (2i) reduce the percentage in principal amount modify any of the Outstanding Securities of any series, 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 Section 11.2 or certain defaults hereunder and their consequences) provided for in this Indenture; Section 8.4 (3) change any obligation Waiver of the Company to maintain an office or agency in the places and for the purposes specified in Section 9.2; or (4) make any change in Section 5.7 or this 8.2 Past Defaults), except to increase any percentage or to provide that certain other provisions of this Indenture cannot be modified or waived except with without the consent of the Holder of each outstanding Security affected thereby; or (j) reduce the percentage of the principal amount of the outstanding Securities the consent of whose Holders is required for any such supplemental indenture or the consent of whose Holders is required for any waiver provided for in this Indenture. It shall not be necessary for the consent of the Holders of each Outstanding Security affected thereby. For the purposes of this Section 8.2, if the Securities of any series are issuable upon the exercise of warrants, any holder of an unexercised and unexpired warrant with respect to such series shall not be deemed to be a Holder of Outstanding Securities of such series in the amount issuable upon the exercise of such warrants. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture, or a supplemental agreement which changes or eliminates any covenant or other provision of a Guarantee, which has expressly been included solely for the benefit of one or more particular series of Securities, 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 this Indenture of the Holders of Securities of any other series. It is not necessary under this Section 8.2 for the Holders 11.2 to consent to approve the particular form of any proposed supplemental indenture or supplemental agreementamendment, but it is shall be sufficient if they such consent to approves the substance thereof. After an amendment under this Section 11.2 becomes effective, the Company shall mail to each Holder a notice briefly describing the amendment.

With Consent of Holders. With Subject to Sections 6.04 and 6.07 and without prior notice to the Holders, the Company, the Parent Guarantor and the Subsidiary Guarantors, when authorized by their Board of Directors (as evidenced by a Board Resolution), and the Trustee may amend this Indenture and the Notes with the written consent of the Holders of a majority of the in aggregate principal amount of the Outstanding Securities Notes then outstanding, and the Holders of each series adversely affected a majority in aggregate principal amount of the Notes then outstanding by such supplemental indenture (with the Securities of each series voting as a class), the Company and written notice to the Trustee may enter into an indenture waive future compliance by the Company, the Parent Guarantor or indentures supplemental hereto to add the Subsidiary Guarantors with any provisions to or to change or eliminate any provisions provision of this Indenture or of any other indenture supplemental hereto or to modify the rights of Notes. Notwithstanding the Holders of Securities of each such series and, if applicable, the Guarantor and the Trustee may enter into an agreement or agreements supplemental hereto to add to or to change or eliminate any provisions of a Guarantee; providedthis Section 9.02, however, that without the consent of the each Holder of each Outstanding Security affected therebyaffected, an amendment or waiver, including a supplemental indenture under this waiver pursuant to Section 6.04, may not: (1i) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or Note; (ii) reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereofof, premium, if any, or reduce interest or liquidated damages, if any, on any Note; (iii) change the amount place or currency of the payment of principal of an Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2of, premium, if any, or change the coin interest or currency in which liquidated damages, if any, on any Securities or any premium or the interest thereon is payable, or Note; (iv) impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date)) on any Note or the Parent Guarantee or any Subsidiary Guarantee; (2v) reduce the percentage in or principal amount of the Outstanding Securities of any series, outstanding Notes the consent of whose Holders is required for any such supplemental indenture, necessary to modify or the consent of whose Holders is required for any waiver (of amend this Indenture or to waive compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in Defaults under this Indenture; (3vi) change waive a default in the payment of principal of, premium, if any, or interest or liquidated damages, if any, on any obligation Note; (vii) modify any of the Company to maintain an office or agency in the places and for the purposes specified in provisions of this Section 9.2; or (4) make any change in Section 5.7 or this 8.2 9.02, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived except with without the consent of the Holder of each outstanding Note affected thereby; or (viii) release the Parent Guarantee or any Subsidiary Guarantee other than pursuant to the terms of this Indenture. It shall not be necessary for the consent of the Holders of each Outstanding Security affected thereby. For the purposes of this Section 8.2, if the Securities of any series are issuable upon the exercise of warrants, any holder of an unexercised and unexpired warrant with respect to such series shall not be deemed to be a Holder of Outstanding Securities of such series in the amount issuable upon the exercise of such warrants. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture, or a supplemental agreement which changes or eliminates any covenant or other provision of a Guarantee, which has expressly been included solely for the benefit of one or more particular series of Securities, 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 this Indenture of the Holders of Securities of any other series. It is not necessary under this Section 8.2 for the Holders 9.02 to consent 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 affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. 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 supplemental indenture or supplemental agreement, but it is sufficient if they consent to the substance thereofwaiver.

With Consent of Holders. With the written consent of the Holders of not less than a majority of the aggregate in principal amount of the Outstanding Securities Notes affected, by Act of each series adversely affected by such supplemental indenture (with the Securities of each series voting as a class), said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee and Collateral Agent may enter into an indenture amend or indentures supplemental hereto to add supplement this Indenture, the Security Documents, the Intercreditor Agreements, any Guarantee and the Notes for the purpose of adding any provisions to or to change changing in any manner or eliminate eliminating any of the provisions of this Indenture or of modifying in any other indenture supplemental hereto or to modify manner the rights of the Holders of Securities of each such series and, if applicable, the Guarantor and the Trustee may enter into an agreement or agreements supplemental hereto to add to or to change or eliminate any provisions of a GuaranteeNotes under this Indenture; provided, however, that no such amendment or supplement shall, without the consent of the Holder of each Outstanding Security Note affected thereby, a supplemental indenture under this Section may not: (1a) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any SecurityNote, or reduce the principal amount thereof or the rate of interest thereon thereon, or reduce the amount (including the amount of any premium payable payable) due upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or Indexed Security that a Note which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.25.02, or change the date on which any Note may be subject to redemption, or change any Place of Payment where, or the coin or currency in which which, any Securities Note, premium, if any, or any premium or the 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, in the case of redemption, on or after the Redemption Date); (2b) reduce the percentage in principal amount of the Outstanding Securities of any seriesNotes, the consent of whose Holders is required for any such supplemental indentureamendment or supplement, 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; (3c) change modify any obligation of the Company to maintain an office provisions of this Section or agency in the places and for the purposes specified in Section 9.2; or (4) make any change in Section 5.7 or this 8.2 5.13, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived except with without the consent of the Holders Holder of each Outstanding Security Note affected thereby. For the purposes of ; provided, however, that this Section 8.2, if the Securities of any series are issuable upon the exercise of warrants, any holder of an unexercised and unexpired warrant with respect to such series clause shall not be deemed to be a require the consent of any Holder of Outstanding Securities of such series in the amount issuable upon the exercise of such warrants. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture, or a supplemental agreement which changes or eliminates any covenant or other provision of a Guarantee, which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant changes in the references to “the Trustee” or other provision“the Collateral Agent” and concomitant changes in this Section or the deletion of this proviso, shall be deemed not to affect in accordance with the rights under requirements of this Indenture (including Section 6.11, Section 14.01 and clause (g) of Section 9.01, as applicable); (d) change or alter the priority of the Holders Liens securing the Notes in any material portion of Securities the Collateral in any way materially adverse, taken as a whole, to the Holders, other than as provided under the terms of this Indenture or the Security Documents; or (e) change any Security Document or the provisions in this Indenture dealing with Collateral or application of trust proceeds of the Collateral with the effect of releasing the Liens on all or substantially all of the Collateral which secure the Notes, other seriesthan as provided under the terms of this Indenture or the Security Documents. It is shall not be necessary for any Act of Holders under this Section 8.2 for the Holders to consent to approve the particular form of any proposed supplemental indenture or supplemental agreementindenture, but it is shall be sufficient if they consent to such Act shall approve the substance thereof.

With Consent of Holders. With The Company and the Trustee may amend this Indenture or the Securities without notice to any Securityholder but with the written consent of the Holders of at least a majority of the in aggregate principal amount at maturity of the Outstanding Securities of each series adversely affected by such supplemental indenture then outstanding (including consents obtained in connection with a tender offer or exchange offer for the Securities of each series voting as a classSecurities). However, the Company and the Trustee may enter into an indenture or indentures supplemental hereto to add any provisions to or to change or eliminate any provisions of this Indenture or of any other indenture supplemental hereto or to modify the rights of the Holders of Securities of each such series and, if applicable, the Guarantor and the Trustee may enter into an agreement or agreements supplemental hereto to add to or to change or eliminate any provisions of a Guarantee; provided, however, that without the consent of the Holder of each Outstanding Security Securityholder affected thereby, a supplemental indenture under this Section an amendment may not: (1a) change the Stated Maturity of the principal of, or Accreted Value of, or any installment of principal of or interest (including Additional Interest) on, any Security, or reduce the principal amount at maturity or Accreted Value thereof or the rate of interest (including Additional Interest, if any) thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2, or change the coin or currency in which the principal of any Securities Security or any premium or the interest (including Additional 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, in the case of redemption, on or after the Redemption Dateredemption date);; or (2b) reduce the amount of, or change the coin or currency of, or impair the right to institute suit for the enforcement of, the Change of Control Purchase Price; or (c) reduce the percentage in principal amount at maturity of the Outstanding Securities of any seriesoutstanding Securities, 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; (3) change any obligation of the Company to maintain an office or agency in the places and for the purposes specified in Section 9.2; or (4d) make modify any change in of the provisions of this Section 5.7 or this 8.2 Sections 6.04, 6.07 and 4.13, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived except with without the consent of the Holder of each Security affected thereby. It shall not be necessary for the consent of the Holders of each Outstanding Security affected thereby. For the purposes of this Section 8.2, if the Securities of any series are issuable upon the exercise of warrants, any holder of an unexercised and unexpired warrant with respect to such series shall not be deemed to be a Holder of Outstanding Securities of such series in the amount issuable upon the exercise of such warrants. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture, or a supplemental agreement which changes or eliminates any covenant or other provision of a Guarantee, which has expressly been included solely for the benefit of one or more particular series of Securities, 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 this Indenture of the Holders of Securities of any other series. It is not necessary under this Section 8.2 for the Holders to consent to approve the particular form of any proposed supplemental indenture or supplemental agreementamendment, but it is shall be sufficient if they such consent to approves the substance thereof. After an amendment under this Section becomes effective, the Company shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Holders. With the written consent of the Holders of a majority of the aggregate principal amount of the Outstanding Securities of each series adversely affected by such supplemental indenture (with the Securities of each series voting as a class)indenture, the Company and the Trustee may enter into an indenture or indentures supplemental hereto to add any provisions to or to change or eliminate any provisions of this Indenture or of any other indenture supplemental hereto or to modify the rights of the Holders of Securities of each such series and, if applicable, the Guarantor and the Trustee may enter into an agreement or agreements supplemental hereto to add to or to change or eliminate any provisions of a Guaranteeseries; provided, however, that without the consent of the Holder of each Outstanding Security affected thereby, a supplemental indenture an amendment under this Section may not: (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2, or change the coin or currency in which which, any Securities or any premium or the 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, in the case of redemption, on or after the Redemption Date), or adversely affect the right to convert any Security as provided in Article 12 (except as permitted by Section 8.1(9)) [if applicable, insert--, or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders]; (2) reduce the percentage in principal amount of the Outstanding Securities of any series, 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; (3) change any obligation of the Company to maintain an office or agency in the places and for the purposes specified in Section 9.2; or (4) make any change in Section 5.7 or this 8.2 8.2 (a) except to increase any percentage or to provide that certain other provisions of this Indenture cannot be modified or waived except with the consent of the Holders of each Outstanding Security affected thereby. For the purposes of this Section 8.2, if the Securities of any series are issuable upon the exercise of warrants, any holder of an unexercised and unexpired warrant with respect to such series shall not be deemed to be a Holder of Outstanding Securities of such series in the amount issuable upon the exercise of such warrants. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture, or a supplemental agreement which changes or eliminates any covenant or other provision of a Guarantee, which has expressly been included solely for the benefit of one or more particular series of Securities, 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 this Indenture of the Holders of Securities of any other series. It is not necessary under this Section 8.2 for the Holders to consent to the particular form of any proposed supplemental indenture or supplemental agreement, but it is sufficient if they consent to the substance thereof.

With Consent of Holders. With The Issuer, the Guarantor (in the case of a Guaranteed Series of Securities) and the Trustee may amend this Indenture or the Securities without notice to any Holder but with the written consent of the Holders of a majority of the in aggregate principal amount of the Outstanding Securities of each series adversely then outstanding (including consents obtained in connection with a tender offer or exchange offer for the Securities) affected by such supplemental indenture (with the Securities of each series voting as a class)amendment. However, the Company and the Trustee may enter into an indenture or indentures supplemental hereto to add any provisions to or to change or eliminate any provisions of this Indenture or of any other indenture supplemental hereto or to modify the rights of the Holders of Securities of each such series and, if applicable, the Guarantor and the Trustee may enter into an agreement or agreements supplemental hereto to add to or to change or eliminate any provisions of a Guarantee; provided, however, that without the consent of the each Holder of each Outstanding Security affected therebyaffected, a supplemental indenture under this Section an amendment may not: (1a) change the Stated Maturity of the principal of or any installment of interest on the Securities of any Series, reduce the principal amount of, or the rate or amount of interest on, or any installment premium payable on redemption of, the Securities of any Series, or adversely affect any right of repayment of the Holder of the Securities of any Series, change the place of payment, or the coin or currency, for payment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2, or change the coin or currency in which on any Securities or of any premium or the interest thereon is payable, Series or impair the right to institute suit for the enforcement of any such payment on or after with respect to the Stated Maturity thereof (or, in the case Securities of redemption, on or after the Redemption Date);any Series; (2b) reduce the percentage in principal amount of the Outstanding outstanding Securities of any seriesSeries necessary to modify or amend this Indenture, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of to waive compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) consequences provided for in this Indenture;, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (3c) change modify or affect in any obligation manner adverse to the Holders the terms and conditions of the Company to maintain an office obligations of the Issuer or agency the Guarantor in respect of the places due and for the purposes specified in Section 9.2; punctual payments of principal and interest; or (4d) make modify any change in of this Section 5.7 9.02 or this 8.2 Section 6.04 hereof or any of the provisions relating to the waiver of certain past Defaults or certain covenants, except to increase any the required percentage to effect the action or to provide that certain other provisions of this Indenture canmay not be modified or waived except with without the consent of the Holders of each Outstanding Security affected thereby. For the purposes of this Section 8.2, if the Securities of any series are issuable upon the exercise of warrants, any holder of an unexercised and unexpired warrant with respect to such series Series. It shall not be deemed to be a Holder of Outstanding Securities of such series in the amount issuable upon the exercise of such warrants. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture, or a supplemental agreement which changes or eliminates any covenant or other provision of a Guarantee, which has expressly been included solely necessary for the benefit of one or more particular series of Securities, or which modifies the rights consent 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 this Indenture of the Holders of Securities of any other series. It is not necessary under this Section 8.2 for the Holders to consent to approve the particular form of any proposed supplemental indenture or supplemental agreementamendment, but it is shall be sufficient if they such consent to approves the substance thereof. After an amendment under this Section becomes effective, the Issuer shall send or cause to be sent, by first class mail (or, in the case of any Global Securities, electronically through the customary procedures of the Depositary), to all affected Holders a notice briefly describing such amendment. The failure to give such notice to all such Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Holders. With Subject to Sections 7.04 and 7.07, without prior notice to any Holders, the Company and the Trustee may amend this Indenture and the Securities of any series with the written consent of the Holders of a majority of the aggregate principal in Principal amount of the Outstanding outstanding Securities of each series adversely affected by such supplemental indenture (with amendment, and the Holders of a majority in Principal amount of the outstanding Securities of each series voting as a class), the Company and affected thereby by written notice to the Trustee may enter into an indenture or indentures supplemental hereto to add waive future compliance by the Company with any provisions to or to change or eliminate any provisions provision of this Indenture or of any other indenture supplemental hereto or to modify the rights of the Holders of Securities of each such series and, if applicable, series. Notwithstanding the Guarantor and the Trustee may enter into an agreement or agreements supplemental hereto to add to or to change or eliminate any provisions of a Guarantee; providedthis Section 11.02, however, that without the consent of the each Holder of each Outstanding Security affected thereby, an amendment or waiver, including a supplemental indenture under this waiver pursuant to Section 7.04, may not: (1a) change the Stated Maturity stated maturity of the principal Principal of, or any installment of principal of or interest on, any such Holder’s Security, or , (b) reduce the principal Principal amount thereof of, or the rate of interest thereon on (including any amount in respect of original issue discount), such Holder’s Security; (c) change the place or currency of payment of the Principal of, premium, if any, or any premium payable upon the redemption thereofinstallment of interest on, or reduce the amount of the principal of an Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2, or change the coin or currency in which any Securities or any premium or the interest thereon is payable, or such Holder’s Security; (d) impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof stated maturity (or, or in the case of a redemption, on or after the Redemption Date)redemption date) of such Holder’s Security; (2e) reduce waive a default in the percentage in principal amount payment of the Outstanding Securities Principal of, premium, if any, or interest on, such Holder’s Security; (f) modify any of any series, the provisions of this Section 11.02 requiring the consent of whose Holders is required for any such supplemental indenturea requisite number of holders, 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; (3) change any obligation of the Company to maintain an office or agency in the places and for the purposes specified in Section 9.2; or (4) make any change in Section 5.7 or this 8.2 except to increase any percentage requiring consent or to provide that certain other provisions of this Indenture cannot be modified or waived except with without the consent of the Holders Holder of each Outstanding outstanding Securities; and (g) release any Person who Guarantees the Securities from its Security affected thereby. For Guarantee, except as provided herein; or (h) reduce the purposes percentage or aggregate Principal amount of outstanding Securities of the relevant series the consent of whose Holders is required for any supplemental indenture or for any waiver of compliance with certain provisions of this Section 8.2, if the Securities of any series are issuable upon the exercise of warrants, any holder of an unexercised Indenture or certain Defaults and unexpired warrant with respect to such series shall not be deemed to be a Holder of Outstanding Securities of such series their consequences provided for in the amount issuable upon the exercise of such warrantsthis Indenture. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture, or a supplemental agreement which changes or eliminates any covenant or other provision of a Guarantee, Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, 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 this Indenture of the Holders of Securities of any other seriesseries or of the coupons appertaining to such Securities. It is shall not be necessary for the consent of any Holder under this Section 8.2 for the Holders 11.02 to consent 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 11.02 becomes effective, the Company shall give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. 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 supplemental indenture or supplemental agreement, but it is sufficient if they consent to the substance thereofwaiver.

With Consent of Holders. With (a) The Issuer, the Guarantors and the Trustee may amend this Indenture or the Notes without notice to any Noteholder but with the written consent of the Holders of at least a majority of the aggregate in principal amount of the Outstanding Securities of each series adversely affected by such supplemental indenture Notes then outstanding (including consents obtained in connection with the Securities of each series voting as a classtender offer or exchange for Notes). However, the Company and the Trustee may enter into an indenture or indentures supplemental hereto to add any provisions to or to change or eliminate any provisions of this Indenture or of any other indenture supplemental hereto or to modify the rights of the Holders of Securities of each such series and, if applicable, the Guarantor and the Trustee may enter into an agreement or agreements supplemental hereto to add to or to change or eliminate any provisions of a Guarantee; provided, however, that without the consent of the Holder of each Outstanding Security Noteholder affected thereby, a supplemental indenture under this Section an amendment may not: (1) reduce the amount of Notes whose Holders must consent to an amendment or waiver; (2) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or Note; (3) reduce the principal amount thereof of, or the rate of interest thereon or on, any premium payable upon Notes; (4) change the provisions applicable to the redemption thereof, of any Note under Article III of this Indenture or reduce the amount paragraph 5 of the principal of an Original Issue Discount Security or Indexed Security Notes (other than with respect to the minimum notice period with respect to any redemption thereunder); (5) make any Note payable in any currency other than that would be due and payable upon a declaration of acceleration of stated in the Maturity thereof pursuant to Section 5.2, or change the coin or currency in which any Securities or any premium or the interest thereon is payable, or Note; (6) impair the right of any Holder to receive payment of principal of and interest on such Holder’s Notes on or after the Stated Maturity therefor or to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date)any Note; (2) reduce the percentage in principal amount of the Outstanding Securities of any series, 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; (3) change any obligation of the Company to maintain an office or agency in the places and for the purposes specified in Section 9.2; or (47) make any change in Section 5.7 the amendment provisions which require each Holder’s consent or this 8.2 except to increase in the waiver provisions; (8) make any percentage change in the ranking or to provide priority of any Note that certain other would adversely affect the Holders of the Notes; or (9) modify any of the above provisions of this Indenture canSection 9.2. (b) It shall not be modified or waived except with necessary for the consent of the Holders of each Outstanding Security affected thereby. For the purposes of this Section 8.2, if the Securities of any series are issuable upon the exercise of warrants, any holder of an unexercised and unexpired warrant with respect to such series shall not be deemed to be a Holder of Outstanding Securities of such series in the amount issuable upon the exercise of such warrants. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture, or a supplemental agreement which changes or eliminates any covenant or other provision of a Guarantee, which has expressly been included solely for the benefit of one or more particular series of Securities, 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 this Indenture of the Holders of Securities of any other series. It is not necessary under this Section 8.2 for the Holders 9.2 to consent to approve the particular form of any proposed supplemental indenture or supplemental agreementamendment, but it is shall be sufficient if they such consent to approves the substance thereof. (c) After an amendment under this Section 9.2 becomes effective, the Issuer shall mail or electronically deliver or cause to be mailed or electronically delivered to Noteholders a notice briefly describing such amendment. The failure to give such notice to all Noteholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.2.

With Consent of Holders. With Subject to Sections 6.04 and 6.07 and without prior notice to the Holders, the Company and the Guarantors, when authorized by their respective Boards of Directors (as evidenced by a Board Resolution), and the Trustee may amend this Indenture and the Notes with the written consent of the Holders of a majority of the aggregate in principal amount of the Outstanding Securities Notes then outstanding, and the Holders of each series adversely affected a majority in principal amount of the Notes then outstanding by such supplemental indenture (with the Securities of each series voting as a class), the Company and written notice to the Trustee may enter into an indenture or indentures supplemental hereto to add waive future compliance by the Company with any provisions to or to change or eliminate any provisions provision of this Indenture or of any other indenture supplemental hereto or to modify the rights of Notes. Notwithstanding the Holders of Securities of each such series and, if applicable, the Guarantor and the Trustee may enter into an agreement or agreements supplemental hereto to add to or to change or eliminate any provisions of a Guarantee; providedthis Section 9.02, however, that without the consent of the each Holder of each Outstanding Security affected therebyaffected, an amendment or waiver, including a supplemental indenture under this waiver pursuant to Section 6.04, may not: (1i) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any SecurityNote, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce adversely affect any right of repayment at the amount option of the principal any Holder of an Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2any Note, or change any place of payment where, or the coin or currency in which which, any Securities Note or any premium or the 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, in the case of redemption, on or after the Redemption Date); (2ii) reduce the percentage in principal amount of the Outstanding Securities of any series, outstanding Notes 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 Defaults and their consequences) consequences provided for in this Indenture; (3iii) change any obligation of the Company to maintain an office or agency waive a Default in the places and for the purposes specified in Section 9.2payment of principal of, premium, if any, or interest on, any Note; or (4iv) make modify any change in of the provisions of this Section 5.7 or this 8.2 9.02, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived except with without the consent of the Holder of each outstanding Note affected thereby. It shall not be necessary for the consent of the Holders of each Outstanding Security affected thereby. For the purposes of this Section 8.2, if the Securities of any series are issuable upon the exercise of warrants, any holder of an unexercised and unexpired warrant with respect to such series shall not be deemed to be a Holder of Outstanding Securities of such series in the amount issuable upon the exercise of such warrants. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture, or a supplemental agreement which changes or eliminates any covenant or other provision of a Guarantee, which has expressly been included solely for the benefit of one or more particular series of Securities, 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 this Indenture of the Holders of Securities of any other series. It is not necessary under this Section 8.2 for the Holders 9.02 to consent 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 affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. 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 supplemental indenture or supplemental agreement, but it is sufficient if they consent to the substance thereofwaiver.

With Consent of Holders. With the written consent (a) For purposes of the Holders Notes only, and not for purposes of a majority any other Securities, Section 9.02 of the aggregate principal amount of Base Indenture shall be amended and restated as follows and, as so amended and restated, shall apply to the Outstanding Securities of each series adversely affected by such supplemental indenture (with the Securities of each series voting Notes: “Except as a class)provided below in this Section 9.02, the Company and the Trustee may enter into an indenture amend or indentures supplemental hereto to add any provisions to or to change or eliminate any provisions of supplement this Indenture with the written consent (including consents obtained in connection with a tender offer or exchange offer for Securities of any other indenture supplemental hereto one or to modify the rights more series or a solicitation of consents in respect of Securities of any one or more series) of the Holders of at least a majority in principal amount of the then outstanding Securities of each all series affected by such amendment or supplement (acting as one class). Upon the request of the Company, accompanied by a Board Resolution, and upon the filing with the Trustee of evidence of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.06, the Trustee shall, subject to Section 9.06, join with the Company in the execution of such amendment or supplemental indenture. 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. The Holders of a majority in principal amount of the then outstanding Securities of all series affected by such waiver may waive compliance in a particular instance by the Company with any provision of this Indenture with respect to Securities of such series and(including waivers obtained in connection with a tender offer or exchange offer for Securities of such series or a solicitation of consents in respect of Securities of such series). However, if applicable, the Guarantor and the Trustee may enter into an agreement or agreements supplemental hereto to add to or to change or eliminate any provisions of a Guarantee; provided, however, that without the consent of the each Holder of each Outstanding outstanding Security affected therebyaffected, a supplemental indenture 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 principal of or interest on, any Security, or the applicable Securities; (2) reduce the principal amount thereof of (or the rate of interest thereon or any premium payable upon the redemption thereofpremium, or reduce the amount of the principal of an Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2, or change the coin or currency in which any Securities or any premium if any) or the interest thereon is payablerate on the Securities or the principal amount due upon acceleration of a Security; (3) change the place or currency of payment of principal of (or premium, if any), or the interest on the Securities; (4) impair the right of any Holder to institute suit for the enforcement of any such payment on or after with respect to the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date)Securities; (25) modify the Indenture with respect to the subordination of the applicable Securities in a manner adverse to the Holders of such Securities; (6) reduce the percentage in of principal amount of the Outstanding Securities of any seriesoutstanding Securities, the consent of whose Holders holders is required for any such supplemental indenture, to modify or amend the Indenture or the consent of whose Holders is required for any waiver (of Securities or waive compliance with certain provisions of this covenants in the Indenture or waive certain defaults hereunder and their consequences) provided for in this Indenture; (3) change any obligation of the Company to maintain an office or agency in the places and for the purposes specified in Section 9.2Defaults; or (47) modify the foregoing clauses (1) through (6). An amendment under this Section 9.02 may not make any change in Section 5.7 or this 8.2 except to increase any percentage or to provide that certain other provisions adversely affects the rights under Article X of this Indenture cannot be modified or waived except with the consent of the Holders of each Outstanding Security affected thereby. For the purposes of this Section 8.2, if the Securities of any series are issuable upon the exercise of warrants, any holder of an unexercised and unexpired warrant with respect issue of Senior Debt unless the holders of the issue pursuant to such series shall not be deemed its terms consent to be a Holder of Outstanding Securities of such series in the amount issuable upon the exercise of such warrantschange. A supplemental indenture which that changes or eliminates any covenant or other provision of this Indenture, or a supplemental agreement which changes or eliminates any covenant or other provision of a Guarantee, Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, 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 this Indenture of the Holders of Securities of any other series. It The right of any Holder to participate in any consent required or sought pursuant to any provision of this Indenture (and the obligation of the Company to obtain any such consent otherwise required from such Holder) may be subject to the requirement that such Holder shall have been the Holder of record of any Securities with respect to which such consent is not necessary required or sought as of a date identified by the Company in a notice furnished to Holders in accordance with the terms of this Indenture. After an amendment, supplement or waiver under this Section 8.2 for 9.02 becomes effective, the Company shall mail to the Holders of each Security affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to consent to mail such notice, or any defect therein, shall not, however, in any way impair or affect the particular form validity of any proposed supplemental indenture such amendment, supplement or supplemental agreement, but it is sufficient if they consent to the substance thereofwaiver.”

With Consent of Holders. With the written consent of the Holders of ----------------------- not less than a majority of the aggregate in principal amount of the Outstanding Securities outstanding Notes, by Act of each series adversely affected by such supplemental indenture (with said Holders delivered to the Securities of each series voting as a class)Company and the Trustee, the Company and the Trustee may enter into an indenture one or more indentures supplemental hereto to add for the purpose of adding any provisions to or to change changing in any manner or eliminate eliminating any of the provisions of this Indenture or of modifying in any other indenture supplemental hereto or to modify manner the rights of the Holders of Securities of each Holders; provided that no such series andsupplemental indenture shall, if applicable, the Guarantor and the Trustee may enter into an agreement or agreements supplemental hereto to add to or to change or eliminate any provisions of a Guarantee; provided, however, that without the consent of the Holder of each Outstanding Security affected thereby, a supplemental indenture under this Section may not:outstanding Note, (1a) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any SecurityNote, or alter the redemption provisions thereof, or reduce the principal amount thereof (or any premium, if any), or the rate of interest thereon or any premium payable upon the redemption thereofthereon, or reduce the amount of the principal of an Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2thereof, or change the place of payment where, or the coin or currency in which which, any Securities Note or any premium or the 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 (thereof; or, in the case of redemption, on or after the Redemption Date); (2b) reduce the percentage in principal amount of the Outstanding Securities of any seriesoutstanding Notes, 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; (3) change any obligation of the Company to maintain an office or agency in the places and for the purposes specified in Section 9.2; or (4c) make modify any change in of the provisions of Section 5.7 or this 8.2 6.04 hereof, except to increase any percentage set forth therein or to provide that certain other provisions of this Indenture cannot be modified or waived except with without the consent of the Holders Holder of each Outstanding Security outstanding Note affected thereby; or (d) subordinate in right of payment, or otherwise subordinate, the Notes to any other Indebtedness; or (e) modify any of the provisions of this Section 9.02, except to increase any percentage set forth herein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby. For the purposes of this Section 8.2, if the Securities of any series are issuable upon the exercise of warrants, any holder of an unexercised and unexpired warrant with respect to such series It shall not be deemed to be a Holder necessary for any Act of Outstanding Securities of such series in the amount issuable upon the exercise of such warrants. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture, or a supplemental agreement which changes or eliminates any covenant or other provision of a Guarantee, which has expressly been included solely for the benefit of one or more particular series of Securities, 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 this Indenture of the Holders of Securities of any other series. It is not necessary under this Section 8.2 for the Holders 9.02 to consent to approve the particular form of any proposed supplemental indenture or supplemental agreementindenture, but it is shall be sufficient if they consent to such Act shall approve the substance thereof.

With Consent of Holders. With Subject to Sections 6.04 and 6.07 and without prior notice to the Holders, the Company, when authorized by its Board of Directors (as evidenced by a Board Resolution), and the Trustee may amend this Indenture and the Securities with the written consent of the Holders of a majority of the aggregate in principal amount of the Outstanding Securities then outstanding, and the Holders of each series adversely affected by such supplemental indenture (with a majority in principal amount of the Securities of each series voting as a class), the Company and then outstanding by written notice to the Trustee may enter into an indenture or indentures supplemental hereto to add waive future compliance by the Company with any provisions to or to change or eliminate any provisions provision of this Indenture or of any other indenture supplemental hereto or to modify the rights of Securities. Notwithstanding the Holders of Securities of each such series and, if applicable, the Guarantor and the Trustee may enter into an agreement or agreements supplemental hereto to add to or to change or eliminate any provisions of a Guarantee; providedthis Section 9.02, however, that without the consent of the each Holder of each Outstanding Security affected therebyaffected, an amendment or waiver, including a supplemental indenture under this waiver pursuant to Section 6.04, may not: (1i) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce adversely affect any right of repayment at the amount option of the principal any Holder of an Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2any Security, or change the coin or currency in which which, any Securities Security or any premium or the 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, in the case of redemption, on or after the Redemption Date); (2ii) reduce the percentage in principal amount of the Outstanding outstanding Securities of any series, 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 Defaults and their consequences) consequences provided for in this Indenture; (3iii) change waive a Default in the payment of principal of, premium, if any, or interest on, any obligation Security; (iv) modify any of the Company to maintain an office or agency in the places and for the purposes specified in provisions of this Section 9.2; or (4) make any change in Section 5.7 or this 8.2 9.02, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived except with without the consent of the Holder of each outstanding Security affected thereby; or (v) amend the Equipment Note Guarantee or the Security Documents or otherwise affect the interests of any Holder in the Collateral, in each case in any manner that adversely affects the rights of any Holder or the Trustee. It shall not be necessary for the consent of the Holders of each Outstanding Security affected thereby. For the purposes of this Section 8.2, if the Securities of any series are issuable upon the exercise of warrants, any holder of an unexercised and unexpired warrant with respect to such series shall not be deemed to be a Holder of Outstanding Securities of such series in the amount issuable upon the exercise of such warrants. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture, or a supplemental agreement which changes or eliminates any covenant or other provision of a Guarantee, which has expressly been included solely for the benefit of one or more particular series of Securities, 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 this Indenture of the Holders of Securities of any other series. It is not necessary under this Section 8.2 for the Holders 9.02 to consent 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 affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. 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 supplemental indenture or supplemental agreement, but it is sufficient if they consent to the substance thereofwaiver.

With Consent of Holders. With (a) Subject to Section 6.07, the Company, the Trustee and (if applicable) any Subsidiary Guarantor may amend or supplement this Indenture or the Notes with the written consent of the Holders of not less than a majority of the in aggregate principal amount of the Outstanding Securities of each series adversely affected by such supplemental indenture (Notes, and any past Default or compliance with any provisions may also be waived with the Securities of each series voting as a class), the Company and the Trustee may enter into an indenture or indentures supplemental hereto to add any provisions to or to change or eliminate any provisions of this Indenture or of any other indenture supplemental hereto or to modify the rights written consent of the Holders of Securities not less than a majority in aggregate principal amount of each such series and, if applicable, the Guarantor and Outstanding Notes. (b) Notwithstanding the Trustee may enter into an agreement or agreements supplemental hereto to add to or to change or eliminate any provisions of a Guarantee; providedthis Section 9.02, however, that without the consent of the each Holder of each Outstanding Security affected therebyaffected, an amendment or waiver, including a supplemental indenture under this waiver pursuant to Section 6.04, may not:not (with respect to any Notes held by a non-consenting Holder): (1i) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or Note, (ii) reduce the principal amount thereof of or premium, if any, or interest on any Note, (iii) reduce any amount payable on redemption of the rate of interest thereon Notes or any premium payable upon the redemption thereof, occurrence of an Event of Default or reduce the Change of Control Payment or the amount to be paid in connection with an Asset Sale Offer, (iv) change the place or currency of the payment of principal of an Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2premium, if any, or change the coin or currency in which interest on any Securities or any premium or the interest thereon is payable, or Note, (v) impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of a redemption, on or after the Redemption Date);) of any Note, (2vi) reduce the above-stated percentage in principal amount of the Outstanding Securities of any series, outstanding Notes the consent of whose Holders is required for any such supplemental indenturenecessary to modify or amend the Indenture, (vii) waive a default in the payment of principal of or premium, if any, or interest on the Notes (except as set forth in Section 6.04), (viii) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is required necessary for any waiver (of compliance with certain provisions of this the Indenture or certain defaults hereunder and their consequences) provided for in this Indenture;waiver of Defaults, (3ix) modify or change any obligation provision of the Company Indenture affecting the ranking of the Notes or the Subsidiary Guarantees in a manner adverse to maintain an office the Holders of the Notes, (x) release any Subsidiary Guarantor from any of its obligations under its Subsidiary Guarantee or agency the Indenture other than in accordance with the places and for provisions of the purposes specified in Section 9.2; Indenture, or amend or modify any provision relating to such release, or (4xi) make any change directly or indirectly release the Liens created by the Security Documents on all or substantially all the Collateral (other than in Section 5.7 accordance with the terms of the Existing Credit Facility or this 8.2 except to increase any percentage the Security Documents or to provide that certain other provisions of this Indenture cannot be modified or waived except with the consent of the Holders of each Outstanding Security affected thereby. For requisite lenders under the purposes of this Existing Credit Facility if, after such consent, the Company is in compliance with Section 8.2, if the Securities of any series are issuable upon the exercise of warrants, any holder of an unexercised and unexpired warrant with respect to such series 4.12). (c) It shall not be deemed to be a Holder of Outstanding Securities of such series in the amount issuable upon the exercise of such warrants. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture, or a supplemental agreement which changes or eliminates any covenant or other provision of a Guarantee, which has expressly been included solely necessary for the benefit of one or more particular series of Securities, or which modifies the rights consent 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 this Indenture of the Holders of Securities of any other series. It is not necessary under this Section 8.2 for the Holders 9.02 to consent to approve the particular form of any proposed supplemental indenture amendment, supplement or supplemental agreementwaiver, but it is shall be sufficient if they such consent to 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 of each Note affected thereby, with a copy to the Trustee, 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 supplemental indenture or the effectiveness of any such amendment, supplement or waiver.

With Consent of Holders. With The Company, the Guarantors and the Trustee may modify or amend this Indenture or the Securities or the Guarantees without notice to any Holder but with the written consent of the Holders of not less than a majority of the in aggregate principal amount of the Outstanding Securities of each series adversely affected by such supplemental indenture then outstanding (including consents obtained in connection with a tender offer or exchange offer for the Securities of each series voting as a classSecurities). However, the Company and the Trustee may enter into an indenture or indentures supplemental hereto to add any provisions to or to change or eliminate any provisions of this Indenture or of any other indenture supplemental hereto or to modify the rights of the Holders of Securities of each such series and, if applicable, the Guarantor and the Trustee may enter into an agreement or agreements supplemental hereto to add to or to change or eliminate any provisions of a Guarantee; provided, however, that without the consent of the each Holder of each Outstanding Security affected thereby, a supplemental indenture under this Section modification or amendment may not: (1a) change the Stated Maturity of the principal of, or any installment of principal of or interest (including Additional Interest) on, any Security, or reduce the principal amount thereof or the rate of interest (including Additional Interest, if any) thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2, or change the coin or currency in which the principal of any Securities Security or any premium or the interest (including Additional 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, in the case of redemption, on or after the Redemption Dateredemption date); (2b) reduce the amount of, or change the coin or currency of, or impair the right to institute suit for the enforcement of, the Change of Control Purchase Price; (c) reduce the percentage in principal amount of the Outstanding Securities of any seriesoutstanding Securities, 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; (3) change any obligation of the Company to maintain an office or agency in the places and for the purposes specified in Section 9.2; or (4d) make modify any change in of the provisions of this Section 5.7 or this 8.2 Sections 6.04, 6.07 and 4.14, except to increase any the percentage of outstanding Securities the consent of whose Holders is required for such actions or to provide that certain other provisions of this Indenture cannot be modified or waived except with without the consent of the Holder of each Security affected thereby. It shall not be necessary for the consent of the Holders of each Outstanding Security affected thereby. For the purposes of this Section 8.2, if the Securities of any series are issuable upon the exercise of warrants, any holder of an unexercised and unexpired warrant with respect to such series shall not be deemed to be a Holder of Outstanding Securities of such series in the amount issuable upon the exercise of such warrants. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture, or a supplemental agreement which changes or eliminates any covenant or other provision of a Guarantee, which has expressly been included solely for the benefit of one or more particular series of Securities, 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 this Indenture of the Holders of Securities of any other series. It is not necessary under this Section 8.2 for the Holders to consent to approve the particular form of any proposed supplemental indenture or supplemental agreementamendment, but it is shall be sufficient if they such consent to approves the substance thereof. After an amendment under this Section becomes effective, the Company shall mail to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Holders. With Subject to Sections 7.05 and 7.08, without prior notice to any Holders, the Company, the Guarantor and the Trustee may amend this Indenture, the Guarantee and the Convertible Securities of any series with the written consent of the Holders of a majority of the aggregate in principal amount of the Outstanding outstanding Convertible Securities of each all series adversely affected by such supplemental indenture amendment (with the Securities of each all such series voting as a one class), and the Holders of a majority in principal amount of the outstanding Convertible Securities of all series affected thereby (all such series voting as one class) by written notice to the Trustee may waive future compliance by the Company and the Trustee may enter into an indenture Guarantor with any provision of this Indenture, the Guarantee or indentures supplemental hereto to add any provisions to or to change or eliminate any the Convertible Securities of such series. Notwithstanding the provisions of this Indenture or of any other indenture supplemental hereto or to modify the rights of the Holders of Securities of each such series andSection 10.02, if applicable, the Guarantor and the Trustee may enter into an agreement or agreements supplemental hereto to add to or to change or eliminate any provisions of a Guarantee; provided, however, that without the consent of the each Holder of each Outstanding Security affected thereby, an amendment or waiver, including a supplemental indenture under this waiver pursuant to Section 7.05, may not: (1a) change extend the Stated Maturity stated maturity of the principal of, Principal of or any installment of principal of or interest on, any such Holder’s Convertible Security, or reduce the principal amount Principal thereof or the rate of interest thereon thereon, or adversely affect the rights of such Holder under any mandatory redemption, repurchase, exchange or conversion provision or any premium payable upon right of redemption or repurchase at the redemption thereof, option of such Holder or reduce the amount of the principal of an Original Issue Discount Security thereof provable in bankruptcy, insolvency or Indexed Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2similar proceeding, or change any place of payment where, or the coin or currency in which which, any Securities or any premium Principal or the interest thereon is payable, modify any right, as defined in any applicable indenture supplemental hereto, to convert or exchange such Holder’s Convertible Security for another security to the detriment of the Holder, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date)due date therefor; (2b) reduce the percentage in principal amount of the Outstanding outstanding Convertible Securities of any series, the relevant series 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, Events of Default, other defaults hereunder or Covenant Enforcement Events and their consequences) consequences provided for in this Indenture; (3c) change waive a Default in the payment of Principal of or interest on any obligation Convertible Security of such Holder by the Company or the Guarantor pursuant to the terms of the Company to maintain an office or agency in the places and for the purposes specified in Section 9.2Guarantee endorsed thereon; or (4d) make modify any change in of the provisions of this Section 5.7 or this 8.2 10.02, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived except with without the consent of the Holders Holder of each Outstanding outstanding Convertible Security affected thereby. For the purposes of this Section 8.2, if the Securities of any series are issuable upon the exercise of warrants, any holder of an unexercised and unexpired warrant with respect to such series shall not be deemed to be a Holder of Outstanding Securities of such series in the amount issuable upon the exercise of such warrants. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture, or a supplemental agreement which changes or eliminates any covenant or other provision of a Guarantee, Indenture which has expressly been included solely for the benefit of one or more particular series of Convertible Securities, or which modifies the rights of the Holders of Convertible Securities of such series with respect to such covenant or other provision, including provisions relating to the conversion of the Convertible Securities, shall be deemed not to affect the rights under this Indenture of the Holders of Convertible Securities of any other seriesseries or of the Coupons appertaining to such Convertible Securities. It is shall not be necessary for the consent of any Holder under this Section 8.2 for the Holders 10.02 to consent 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 10.02 becomes effective, the Company shall give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. 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 supplemental indenture or supplemental agreement, but it is sufficient if they consent waiver. Notwithstanding anything in this Section 10.02 to the substance thereofcontrary, on or after a Substitution Date, if Swiss law then so requires, the mandatory provisions of Swiss law in relation to meetings of Holders shall apply and prevail, where necessary in order to comply with mandatory Swiss law, in the case of any conflict with the provisions of this Section 10.02.

With Consent of Holders. With Subject to Sections 6.02, 6.04 and 6.07 and without prior notice to the Holders, the Company, when authorized by its Board of Directors (as evidenced by a Board Resolution), and the Trustee may amend this Indenture, the Notes and the Pledge Agreement with the written consent of the Holders of not less than a majority of the in aggregate principal amount of the Outstanding Securities Notes then outstanding, and the Holders of each series adversely affected not less than a majority in aggregate principal amount of the Notes then outstanding by such supplemental indenture (with the Securities of each series voting as a class), the Company and written notice to the Trustee may enter into an indenture waive future compliance by the Company with any provision of this Indenture, the Notes or indentures supplemental hereto to add any provisions to or to change or eliminate any the Pledge Agreement. Notwithstanding the provisions of this Indenture or of any other indenture supplemental hereto or to modify the rights of the Holders of Securities of each such series andSection 9.02, if applicable, the Guarantor and the Trustee may enter into an agreement or agreements supplemental hereto to add to or to change or eliminate any provisions of a Guarantee; provided, however, that without the consent of the each Holder of each Outstanding Security affected therebyaffected, an amendment or waiver, including a supplemental indenture under this waiver pursuant to Section 6.04, may not: (1i) change the Stated Maturity of the principal of, or any installment of interest on, any Note; (ii) reduce the principal of amount of, or premium, if any, or interest on, any SecurityNote; (iii) change the [place or] currency of payment of principal of, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereofpremium, if any, or reduce interest on, any Note or adversely affect any right of repayment at the amount option of the principal any Holder of an Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2, or change the coin or currency in which any Securities or any premium or the interest thereon is payable, or Note; (iv) impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of a redemption, on or after the Redemption Date)) of any Note; (2v) reduce the above-stated percentage in principal amount of the Outstanding Securities of any series, outstanding Notes the consent of whose Holders is required for any such supplemental indenturenecessary to modify or amend this Indenture; (vi) waive a default in the payment of principal of, premium, if any, or interest on the Notes; (vii) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is required necessary for any waiver (of compliance with certain provisions of this Indenture or for waiver of certain defaults hereunder and their consequences) provided for in this Indenturedefaults; (3viii) change modify any obligation of the Company to maintain an office or agency in the places and for the purposes specified in provisions of this Section 9.2; or (4) make any change in Section 5.7 or this 8.2 9.02, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived except with without the consent of the Holder of each outstanding Note affected thereby; or (ix) modify Article Ten or the Pledge Agreement in a manner that adversely affects the rights of any Holder in any material respect. It shall not be necessary for the consent of the Holders of each Outstanding Security affected thereby. For the purposes of this Section 8.2, if the Securities of any series are issuable upon the exercise of warrants, any holder of an unexercised and unexpired warrant with respect to such series shall not be deemed to be a Holder of Outstanding Securities of such series in the amount issuable upon the exercise of such warrants. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture, or a supplemental agreement which changes or eliminates any covenant or other provision of a Guarantee, which has expressly been included solely for the benefit of one or more particular series of Securities, 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 this Indenture of the Holders of Securities of any other series. It is not necessary under this Section 8.2 for the Holders 9.02 to consent 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 affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail or cause to be mailed supplemental indentures to Holders upon request. 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 supplemental indenture or supplemental agreement, but it is sufficient if they consent to the substance thereofwaiver.

With Consent of Holders. With Except as provided below in this Section 7.02, with the written consent of the Holders of not less than a majority of the in aggregate principal amount of the Outstanding Securities of each series adversely then outstanding affected by such supplemental indenture voting as one class (including, without limitation, consents obtained in connection with purchase of, or tender or exchange offers for, the Securities of each series voting as a classsuch series), the Company Company, when authorized by a Board Resolution (which resolution may provide general terms or parameters for such action and may provide that the specific terms of such action may be determined in accordance with or pursuant to an Officer’s Certificate), the Subsidiary Guarantors and the Trustee may may, from time to time and at any time, amend this Indenture or enter into an indenture one or more supplemental indentures supplemental hereto (which shall conform to add the provisions of the Trust Indenture Act as in force at the date of execution thereof) for the purpose of adding any provisions to or to change changing in any manner or eliminate eliminating any of the provisions of this Indenture or of any other supplemental indenture supplemental hereto or to modify of modifying in any manner the rights of the Holders of the Securities of each such series; and, subject to Sections 5.04 and 5.07, any existing Default or Event of Default (other than an uncured Default or Event of Default in the payment of principal, premium or interest on the Securities of any series, except a payment default resulting from an acceleration that has been rescinded) and compliance with any provision of the Indenture or the Securities of any series may be waived as to such series andof Securities with the consent of the Holders of not less than a majority in principal amount of the outstanding Securities of such series affected by such waiver, if applicablevoting as one class (including, without limitation, consents obtained in connection with a purchase of, or tender or exchange offer for, the Guarantor and the Trustee may enter into an agreement or agreements supplemental hereto to add to or to change or eliminate any provisions Securities of a Guaranteesuch series); provided, however, that without the consent of the each Holder of each Outstanding Security affected therebyaffected, a supplemental indenture an amendment or waiver under this Section 7.02 may not:not (but only with respect to any Securities of any series held by a non-consenting Holder): (1a) change the Stated Maturity of Securities of any series; (b) reduce the aggregate principal amount of Securities of any series; (c) reduce the rate or amend or modify the calculation, or time of payment, of interest, including defaulted interest on the Securities of any series; (d) reduce or alter the method of computation of any amount payable on redemption, prepayment or purchase of Securities of any series (or the time at which any such redemption, prepayment or purchase may be made) or otherwise alter or waive any of the provisions with respect to the redemption of Securities of any series, or waive a redemption payment with respect to any Securities of any series; (e) make the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or Indexed Security that would be due and interest, thereon payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2, or change the in any coin or currency other than provided in which the Securities of any series or in accordance with the terms of the Securities or of any premium or the interest thereon is payableseries, or this Indenture and any supplemental indenture; (f) impair the right to institute suit for the enforcement of any such payment on Securities of any series when due, or after the Stated Maturity thereof (or, otherwise make any change in the case provisions of redemptionthis Indenture or any supplemental indenture relating to waivers of past Defaults or the rights of Holders of Securities of any series to receive payments of principal of, or premium, if any, or interest on or after the Redemption Date)Securities of any series; (2g) reduce modify any of the provisions of this Section 7.02, Section 5.04 or Section 4.08, except to increase the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for under 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; (3) change any obligation of the Company to maintain an office or agency in the places and for the purposes specified in Section 9.2; or (4) make any change in Section 5.7 or this 8.2 except to increase any percentage or to provide that certain other provisions of this Indenture cannot be modified or waived except without the consent of the Holder of each outstanding Security affected thereby, provided, however, that this clause (g) will not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 7.02, Section 5.04 and Section 4.08, or the deletion of this proviso, in accordance with the requirements of Section 6.08; (h) reduce the percentage of principal amount of Securities of any series whose Holders must consent to an amendment, supplement or waiver; (i) impair the rights of Holders of the Securities of any series that are exchangeable or convertible to receive payment or delivery of any consideration due upon the conversion or exchange of the Securities of that series; or (j) modify or amend any of the provisions of the Indenture or Securities of any series as may be set forth in the supplemental indenture with respect to the Securities of that series as requiring the consent of each Holder affected thereby. The Holders of the Securities of any series affected thereby shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such amendment, waiver or supplemental indenture shall be and shall be deemed to be part of the terms and conditions of this Indenture for any and all purposes. Upon the request of the Company, accompanied by a copy of a resolution of the Board of Directors (which resolution may provide general terms or parameters for such action and may provide that the specific terms of such action may be determined in accordance with or pursuant to an Officer’s Certificate) certified by the secretary or an assistant secretary of the Company authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of the Holders of each Outstanding Security affected thereby. For the purposes of this Section 8.2, if the Securities of any series are issuable upon as aforesaid, the exercise Trustee shall join with the Company and the Subsidiary Guarantors in the execution of warrantssuch supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, any holder of an unexercised and unexpired warrant with respect to such series duties or immunities under this Indenture or otherwise, in which case the Trustee may at its discretion, but shall not be deemed to obligated to, enter into such supplemental indenture. It shall not be a Holder of Outstanding Securities of such series in the amount issuable upon the exercise of such warrants. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture, or a supplemental agreement which changes or eliminates any covenant or other provision of a Guarantee, which has expressly been included solely necessary for the benefit of one or more particular series of Securities, 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 this Indenture consent of the Holders of Securities of any other series. It is not necessary series under this Section 8.2 for the Holders 7.02 to consent to approve the particular form of any proposed supplemental indenture or supplemental agreementindenture, but it is shall be sufficient if they such consent to shall approve the substance thereof. Promptly after the execution by the Company, the Subsidiary Guarantors and the Trustee of any supplemental indenture pursuant to the provisions of this Section 7.02, the Company (or the Trustee at the request and expense of the Company) shall give notice thereof to the Holders of the then outstanding Securities of any series affected thereby, as provided in Section 14.02. Any failure of the Company to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

With Consent of Holders. With the written consent of the Holders of at least a majority of the aggregate principal amount at Stated Maturity of the Outstanding outstanding Securities of each series adversely affected by such supplemental indenture (including consents obtained in connection with a tender offer or an exchange offer for the Securities of each series voting as a classSecurities), by Act delivered to the Company Company, the Guarantors and the Trustee, the Company, the Guarantors and the Trustee may enter into an indenture one or more indentures supplemental hereto to add for the purpose of adding any provisions to or to change changing or eliminate eliminating any of the provisions of this Indenture or of any other indenture supplemental hereto or to modify modifying the rights of the Holders of Securities of each the Securities, provided that no such series andsupplemental indenture, if applicable, the Guarantor and the Trustee may enter into an agreement or agreements supplemental hereto to add to or to change or eliminate any provisions of a Guarantee; provided, however, that without the consent of the Holder holder of each Outstanding Security outstanding security affected thereby, a supplemental indenture under this Section may notwill: (1a) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof (or any premium, if any), or the rate of interest thereon or any premium payable upon the redemption thereofthereon, or reduce the amount of the principal of an Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2thereof, or change the place of payment where, or in the coin or currency in which which, any Securities Security or any premium or the 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 (thereof; or, in the case of redemption, on or after the Redemption Date); (2b) reduce the percentage in principal amount of the Outstanding Securities of any seriesoutstanding Securities, the consent of whose Holders is required for any such supplemental indenture, indenture or the consent of whose Holders is required for any waiver (of compliance with the provisions of this Indenture; or (c) modify any of the provisions of Section 6.04 hereof, except to increase the percentage set forth therein or to provide that certain other provisions of this Indenture cannot be amended or certain defaults hereunder and their consequences) provided for in this Indenture;waived without the consent of the Holder of each outstanding Security affected thereby; or (3d) change subordinate in right of payment, or otherwise subordinate, the Securities or the Guarantees to any obligation other Indebtedness; or (e) modify any provision of this Indenture relating to the obligations of the Company to maintain make offers to purchase Securities upon a Change of Control or from the proceeds of an office or agency in the places and for the purposes specified in Section 9.2Asset Sale; or (4f) make modify any change in of the provisions of this Section 5.7 or this 8.2 10.02 except to increase any percentage set forth herein or to provide that certain other provisions of this Indenture cannot be modified or waived except with without the consent of the Holders of each Outstanding outstanding Security affected thereby; or (g) amend, supplement or otherwise modify the provisions of the Indenture relating to the Guarantees. For the purposes of this Section 8.2, if the Securities of any series are issuable upon the exercise of warrants, any holder of an unexercised and unexpired warrant with respect to such series It shall not be deemed to be a Holder necessary for any Act of Outstanding Securities of such series in the amount issuable upon the exercise of such warrants. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture, or a supplemental agreement which changes or eliminates any covenant or other provision of a Guarantee, which has expressly been included solely for the benefit of one or more particular series of Securities, 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 this Indenture of the Holders of Securities of any other series. It is not necessary under this Section 8.2 for the Holders 10.02 to consent to approve the particular form of any proposed supplemental indenture or supplemental agreementindenture, but it is shall be sufficient if they consent to such Act shall approve the substance thereof.

With Consent of Holders. With Subject to Sections 5.04 and 5.07 of this Indenture and without prior notice to the Holders, the Company, when authorized by its Board of Directors (as evidenced by a Board Resolution), and the Trustee may amend this Indenture, the Securities and the Security Documents with the written consent of the Holders of a majority of the aggregate in principal amount of the Outstanding Securities then outstanding, and the Holders of each series adversely affected by such supplemental indenture (with a majority in principal amount of the Securities of each series voting as a class), the Company and then outstanding by written notice to the Trustee may enter into an indenture waive future compliance by the Company with any provision of this Indenture, the Securities or indentures supplemental hereto to add any provisions to or to change or eliminate any the Security Documents. Notwithstanding the provisions of this Indenture or of any other indenture supplemental hereto or to modify the rights of the Holders of Securities of each such series andSection 8.02, if applicable, the Guarantor and the Trustee may enter into an agreement or agreements supplemental hereto to add to or to change or eliminate any provisions of a Guarantee; provided, however, that without the consent of the each Holder of each Outstanding Security affected therebyaffected, an amendment or waiver, including a supplemental indenture under this waiver pursuant to Section 5.04, may not: (1i) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereofthereon, or reduce adversely affect any right of repayment at the amount option of the principal any Holder of an Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2any Security, or change any place of payment where, or the coin or currency in which which, any Securities or any premium Security or the 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, in the case of redemption, on or after the Redemption Date); (2ii) reduce the percentage in principal amount of the Outstanding outstanding Securities of any series, 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) consequences provided for in this Indenture; (3iii) change any obligation of the Company to maintain an office or agency waive a default in the places and for the purposes specified in Section 9.2payment of principal of or interest on, any Security; or (4iv) make modify any change in of the provisions of this Section 5.7 or this 8.2 8.02, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived except with without the consent of the Holder of each outstanding Security affected thereby. It shall not be necessary for the consent of the Holders of each Outstanding Security affected thereby. For the purposes of this Section 8.2, if the Securities of any series are issuable upon the exercise of warrants, any holder of an unexercised and unexpired warrant with respect to such series shall not be deemed to be a Holder of Outstanding Securities of such series in the amount issuable upon the exercise of such warrants. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture, or a supplemental agreement which changes or eliminates any covenant or other provision of a Guarantee, which has expressly been included solely for the benefit of one or more particular series of Securities, 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 this Indenture of the Holders of Securities of any other series. It is not necessary under this Section 8.2 for the Holders 8.02 to consent 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 8.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures and Security Documents to Holders upon their written request. 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 supplemental indenture or supplemental agreement, but it is sufficient if they consent to the substance thereofwaiver.

With Consent of Holders. With (a) Subject to Section 6.07, the Company, the Guarantors and the Trustee, together, with the written consent of the Holders holder or holders of a majority of the in aggregate principal amount of the Outstanding Securities outstanding Notes of each series adversely affected by (including without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, such supplemental indenture (with the Securities of each series voting as a classNotes), may amend or supplement this Indenture, the Company and Notes or the Trustee Note Guarantees, without notice to any other noteholders. Subject to Section 6.07, the holder or holders of a majority in aggregate principal amount of the outstanding Notes may enter into an indenture waive any past default or indentures supplemental hereto to add compliance with any provisions to or to change or eliminate any provisions provision of this Indenture Indenture, the Notes or of the Note Guarantees without notice to any other indenture supplemental hereto or to modify the rights of the Holders of Securities of each such series andnoteholders. (b) Notwithstanding Section 9.02(a), if applicable, the Guarantor and the Trustee may enter into an agreement or agreements supplemental hereto to add to or to change or eliminate any provisions of a Guarantee; provided, however, that without the consent of the Holder each holder of each Outstanding Security affected therebyan outstanding Note affected, a supplemental indenture under this Section may notno amendment, supplement or waiver may: (1) change reduce the amount of Notes whose holders must consent to an amendment; (2) reduce the stated rate of or extend the stated time for payment of interest on any Note; (3) reduce the principal of or extend the Stated Maturity of any Note; (4) change the principal of, optional redemption dates or any installment prices or calculations of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount Notes from those described under Section 5 of the principal of an Original Issue Discount Security or Indexed Security Notes; (5) make any Note payable in money other than that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2, or change the coin or currency stated in which any Securities or any premium or the interest thereon is payable, or impair the right to such Note; (6) institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date)with respect to such holder’s Notes; (2) reduce the percentage in principal amount of the Outstanding Securities of any series, 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; (3) change any obligation of the Company to maintain an office or agency in the places and for the purposes specified in Section 9.2; or (47) make any change in Section 5.7 the amendment provisions which require each holder’s consent or this 8.2 in the waiver provisions; (8) make any change in the ranking or priority of any Note or any Guarantee thereof that would adversely affect the noteholders; or (9) release any Guarantor from its Guarantee of such Notes, except as provided for in herein. A consent to increase any percentage amendment, supplement or to provide that certain other provisions of waiver under this Indenture canby any holder of Notes given in connection with a tender of such holder’s Notes will not be modified or waived except with rendered invalid by such tender. (c) It shall not be necessary for the consent of the Holders of each Outstanding Security affected thereby. For the purposes of this Section 8.2, if the Securities of any series are issuable upon the exercise of warrants, any holder of an unexercised and unexpired warrant with respect to such series shall not be deemed to be a Holder of Outstanding Securities of such series in the amount issuable upon the exercise of such warrants. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture, or a supplemental agreement which changes or eliminates any covenant or other provision of a Guarantee, which has expressly been included solely for the benefit of one or more particular series of Securities, 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 this Indenture of the Holders of Securities of any other series. It is not necessary holders under this Section 8.2 for the Holders to consent to approve the particular form of any proposed supplemental indenture amendment, supplement or supplemental agreement, waiver but it is shall be sufficient if they such consent to approves the substance thereof. (d) After an amendment, supplement or waiver under Section 9.02(b) becomes effective, the Company shall send to the holders affected thereby with a copy to the Trustee a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

With Consent of Holders. With Subject to Sections 6.04 and 6.07 and without prior notice to the written Holders, the Company, when authorized by its Board of Directors (as evidenced by a Board Resolution delivered to the Trustee), the Subsidiary Guarantors and the Trustee may amend this Indenture and the Notes with the consent of the Holders of a majority of the in aggregate principal amount of the Outstanding Securities Notes then outstanding, and the Holders of each series adversely affected a majority in aggregate principal amount of the Notes then outstanding by such supplemental indenture (with the Securities of each series voting as a class), the Company and written notice to the Trustee may enter into an indenture or indentures supplemental hereto to add waive future compliance by the Company with any provisions to or to change or eliminate any provisions provision of this Indenture or of any other indenture supplemental hereto or to modify the rights of Notes. Notwithstanding the Holders of Securities of each such series and, if applicable, the Guarantor and the Trustee may enter into an agreement or agreements supplemental hereto to add to or to change or eliminate any provisions of a Guarantee; providedthis Section 9.02, however, that without the consent of the each Holder of each Outstanding Security affected therebyaffected, an amendment or waiver, including a supplemental indenture under this waiver pursuant to Section 6.04, may not: (1i) change the Stated Maturity of the principal of, or any installment of interest on, any Note; (ii) reduce the principal of amount of, or premium, if any, or interest on, any SecurityNote; (iii) change the optional redemption dates or optional redemption prices of the Notes from that stated in Section 3.01; (iv) change the place or currency of payment of principal of, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereofpremium, if any, or reduce the amount of the principal of an Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2interest on, or change the coin or currency in which any Securities or any premium or the interest thereon is payable, or Note; (v) impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date)) of any Note; (2vi) reduce waive a Default in the percentage in payment of principal amount of, premium, if any, or interest on the Notes; (vii) modify any of the Outstanding Securities of any series, 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; (3) change any obligation of the Company to maintain an office or agency in the places and for the purposes specified in Section 9.2; or (4) make any change in Section 5.7 or this 8.2 9.02, 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 of each outstanding Note affected thereby; (viii) release any Subsidiary Guarantor from its Note Guarantee, except as provided in this Indenture; (ix) amend, change or modify the obligation of the Company to make and consummate an Offer to Purchase under Section 4.05 after a Change of Control has occurred, including, in each case, amending, changing or modifying any definition relating thereto; or (x) 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. It shall not be necessary for the consent of the Holders of each Outstanding Security affected thereby. For the purposes of this Section 8.2, if the Securities of any series are issuable upon the exercise of warrants, any holder of an unexercised and unexpired warrant with respect to such series shall not be deemed to be a Holder of Outstanding Securities of such series in the amount issuable upon the exercise of such warrants. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture, or a supplemental agreement which changes or eliminates any covenant or other provision of a Guarantee, which has expressly been included solely for the benefit of one or more particular series of Securities, 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 this Indenture of the Holders of Securities of any other series. It is not necessary under this Section 8.2 for the Holders 9.02 to consent 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 affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. 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 supplemental indenture or supplemental agreement, but it is sufficient if they consent to the substance thereofwaiver.

With Consent of Holders. With Except as provided below in this Section 9.02, the written Issuer, the Guarantors, the Trustee and the Security Agent may amend or supplement this Indenture (including, without limitation, Section 3.10, Section 4.10 and Section 4.14 hereof), the Notes, the Guarantees, the Security Documents, the Intercreditor Agreement or any Additional Intercreditor Agreement with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Section 6.04 and Section 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, interest or Additional Amounts, if any, on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes, the Guarantees, the Security Documents, the Intercreditor Agreement or any Additional Intercreditor Agreement may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes); provided that if any amendment, waiver or other modification will only affect one series of the Notes, only the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes of such series will be required. Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee and the Security Agent will join with the Issuer and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture. It is not necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer will mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 6.04 and Section 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Issuer with any provision of this Indenture, the Notes, the Guarantees, the Security Documents, the Intercreditor Agreement or any Additional Intercreditor Agreement. However, unless consented to by the Holders of at least 90% of the aggregate principal amount of the Outstanding Securities of each series adversely affected by such supplemental indenture then outstanding Notes (with the Securities of each series including, without limitation, Additional Notes, if any) voting as a classsingle class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), the Company and the Trustee may enter into an indenture amendment, supplement or indentures supplemental hereto to add any provisions to or to change or eliminate any provisions of this Indenture or of any other indenture supplemental hereto or to modify the rights of the Holders of Securities of each such series and, if applicable, the Guarantor and the Trustee may enter into an agreement or agreements supplemental hereto to add to or to change or eliminate any provisions of a Guarantee; provided, however, that without the consent of the Holder of each Outstanding Security affected thereby, a supplemental indenture waiver under this Section 9.02 may not: (1) change the Stated Maturity of the principal of, or any installment of principal of or Additional Amounts or interest on, any Security, Note (or change any Default or Event of Default under clause (a) of the definition thereof related thereto); (2) reduce the principal amount thereof of any Note (or Additional Amounts or premium, if any) or the rate of or change the time for payment of interest thereon on any Note (or change any premium payable upon the redemption thereof, Default or reduce the amount Event of Default under clause (b) of the principal of an Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of acceleration of the Maturity definition thereof pursuant to Section 5.2, or related thereto); (3) change the coin or currency in which the principal of any Securities Note or any premium or any Additional Amounts or the interest thereon is payable, or ; (4) impair the right to institute suit for the enforcement of any payment of any Note in accordance with the provisions of such payment on or after Note, this Indenture and the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date)Intercreditor Agreement; (25) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of Notes whose Holders is required for must consent to any such supplemental indentureamendment, supplement or the consent waiver 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 Indenturerequiring the consent of 90% of Holders of the Notes; (36) change modify any obligation of the Company provisions relating to maintain an office or agency supplemental indentures requiring the consent of 90% of Holders of the Notes; (7) release any Guarantee except in compliance with the places terms of this Indenture and the Intercreditor Agreement; (8) release any Lien on the Collateral granted for the purposes specified benefit of the Holders of the Notes, except in Section 9.2compliance with the terms of the Security Documents, Indenture and the Intercreditor Agreement; or (49) make any change in Section 5.7 the preceding amendment and waiver provisions. Any amendment, supplement or this 8.2 except waiver consented to increase any percentage or to provide that certain other provisions of this Indenture cannot be modified or waived except with the consent by at least 90% of the Holders of each Outstanding Security affected thereby. For the purposes of this Section 8.2, if the Securities of any series are issuable upon the exercise of warrants, any holder of an unexercised and unexpired warrant with respect to such series shall not be deemed to be a Holder of Outstanding Securities of such series in the aggregate principal amount issuable upon the exercise of such warrants. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture, or a supplemental agreement which changes or eliminates any covenant or other provision of a Guarantee, which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall then outstanding Notes will be deemed not to affect the rights under this Indenture of the Holders of Securities of binding against any other series. It is not necessary under this Section 8.2 for the Holders to consent to the particular form of any proposed supplemental indenture or supplemental agreement, but it is sufficient if they consent to the substance thereofnon-consenting Holders.

With Consent of Holders. With Subject to Section 6.7, the Company (by resolution of its Board of Directors if required) and the Trustee, the Collateral Agent or the Slot Trustee, as the case may be, may amend or supplement this Indenture, the Securities or the Operative Documents without notice to any Securityholder but with the written consent of the Required Holders. Subject to Sections 6.4, 6.5 and 6.7, the Required Holders may authorize the Trustee to, and the Trustee, subject to Section 9.6, upon such authorization shall, waive compliance by the Company with any provision of a majority of the aggregate principal amount of the Outstanding Securities of each series adversely affected by such supplemental indenture (with this Indenture, the Securities or the Operative Documents. However, an amendment, supplement or waiver, including a waiver pursuant to any provision of each series voting as a class)Section 6.4, the Company and the Trustee may enter into an indenture or indentures supplemental hereto to add any provisions to or to change or eliminate any provisions of this Indenture or of any other indenture supplemental hereto or to modify the rights of the Holders of Securities of each such series and, if applicable, the Guarantor and the Trustee may enter into an agreement or agreements supplemental hereto to add to or to change or eliminate any provisions of a Guarantee; provided, however, that not without the consent of the Holder of each Outstanding Security affected thereby, a supplemental indenture under this Section may notSecurityholder affected: (1a) reduce the amount of Securities whose Holders must consent to an amendment, supplement or waiver (or, without limiting the generality of the foregoing, consent to any Senior Security Interest); (b) reduce the rate or change the time for payment of interest on, or Liquidated Damages, if any, with respect to any Security; (c) reduce the principal of, or the amount of Liquidated Damages, if any, with respect to, or change the fixed maturity of any Security; (d) change the Stated Maturity place of payment where, or the coin or currency in which, any Security (or the Repurchase Price thereof) interest thereon, or Liquidated Damages, if any, with respect thereto is payable; (e) waive a default in the payment of the principal of, or any installment of principal of or interest on, or Liquidated Damages with respect to any Security; (f) make any changes in Sections 2.8, 6.4, 6.7 or 6.10 or the third sentence of this Section 9.2; or (g) reduce any amount payable upon exercise of the principal amount Repurchase Right thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2, or otherwise change the coin or currency in which any Securities or any premium or the interest thereon is payable, Repurchase Right provision or impair the right to institute suit for the enforcement of any such payment on any Security when due or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date); (2) reduce the percentage in principal amount of the Outstanding Securities of adversely effect any series, 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; (3) change any obligation of the Company to maintain an office or agency in the places and for the purposes specified in Section 9.2; or (4) make any change in Section 5.7 or this 8.2 except to increase any percentage or to provide that certain other provisions of this Indenture canRepurchase Rights. It shall not be modified or waived except with necessary for the consent of the Holders of each Outstanding Security affected thereby. For the purposes of this Section 8.2, if the Securities of any series are issuable upon the exercise of warrants, any holder of an unexercised and unexpired warrant with respect to such series shall not be deemed to be a Holder of Outstanding Securities of such series in the amount issuable upon the exercise of such warrants. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture, or a supplemental agreement which changes or eliminates any covenant or other provision of a Guarantee, which has expressly been included solely for the benefit of one or more particular series of Securities, 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 this Indenture of the Holders of Securities of any other series. It is not necessary under this Section 8.2 for the Holders to consent to approve the particular form of any proposed supplemental indenture amendment, supplement or supplemental agreementwaiver, but it is shall be sufficient if they such consent to approves the substance thereof. After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company shall mail to the Holders affected thereby 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. With Except as provided below in this Section 9.2, the written Company and the Trustee may amend or supplement this Indenture (including, without limitation, Sections 3.5 and 3.10 hereof), the Notes, the Note Guarantees, the Collateral Documents and the Intercreditor Agreement with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.4 and 6.7 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or Special Interest, if any, or interest on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes, the Note Guarantees, the Collateral Documents or the Intercreditor Agreement may be waived with the consent of the Holders of a majority of the in aggregate principal amount of the Outstanding Securities of each series adversely affected by such supplemental indenture then outstanding Notes (with the Securities of each series including, without limitation, Additional Notes, if any) voting as a classsingle class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.11 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.2. Upon the written direction of the Company to the Trustee 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, if requested, by the Trustee from the Company of an Opinion of Counsel and Officers’ Certificate as described in Section 7.2 hereof, the Trustee will join with the Company and the Trustee may enter into an indenture Guarantors in the execution of such amended or indentures supplemental hereto to add any provisions to or to change or eliminate any provisions of this Indenture or of any other indenture supplemental hereto or to modify the rights of the Holders of Securities of each such series and, if applicable, the Guarantor and the Trustee may enter into an agreement or agreements supplemental hereto to add to or to change or eliminate any provisions of a Guaranteeindenture; provided, however, notwithstanding the foregoing clause, if such amended or supplemental indenture adversely affects the Trustee’s own rights, duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion decline to enter into such amended or supplemental Indenture. Without the consent of each Holder of Notes affected, an amendment, supplement or waiver under this Section 9.2 may not (with respect to Notes held by a non-consenting holder): (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of or change the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes (other than provisions relating to the covenants described in Section 3.5 and 3.10 and reductions in the required notice period); (3) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4) waive a Default or Event of Default in the payment of principal of, or interest or premium, or Special Interest, if any, on, the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (5) make any Note payable in money other than that stated in the Notes; (6) make any change in Section 6.4 or 6.7; (7) waive a redemption payment with respect to any Note (other than a payment required by Section 3.5 and 3.10); (8) release Holdings from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture; or (9) make any change in the preceding amendment and waiver provisions. In addition, without the consent of the Holder Holders of each Outstanding Security affected thereby66 2/3% in aggregate principal amount of Notes then outstanding, a supplemental indenture under this Section an amendment, supplement or waiver may not: (1) change the Stated Maturity of the principal of, or modify any installment of principal of or interest on, any Security, or reduce the principal amount thereof Collateral Document or the rate provisions in this Indenture dealing with Collateral Documents or application of interest thereon trust moneys in any manner, taken as a whole, materially adverse to the Holders or otherwise release any premium payable upon Collateral other than in accordance with this Indenture, the redemption thereof, or reduce Collateral Documents and the amount of the principal of an Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2, or change the coin or currency in which any Securities or any premium or the 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, in the case of redemption, on or after the Redemption Date)Intercreditor Agreement; (2) reduce release any Guarantor (other than Holdings) from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the percentage in principal amount of the Outstanding Securities of any series, 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 terms of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture;; or (3) change modify the Intercreditor Agreement in any obligation of manner adverse to the Company to maintain an office or agency Holders in any material respect other than in accordance with the places and for the purposes specified in Section 9.2; or (4) make any change in Section 5.7 or this 8.2 except to increase any percentage or to provide that certain other provisions terms of this Indenture canIndenture, the Collateral Documents and the Intercreditor Agreement. It shall not be modified or waived except with necessary for the consent of the Holders of each Outstanding Security affected thereby. For the purposes of this Section 8.2, if the Securities of any series are issuable upon the exercise of warrants, any holder of an unexercised and unexpired warrant with respect to such series shall not be deemed to be a Holder of Outstanding Securities of such series in the amount issuable upon the exercise of such warrants. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture, or a supplemental agreement which changes or eliminates any covenant or other provision of a Guarantee, which has expressly been included solely for the benefit of one or more particular series of Securities, 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 this Indenture of the Holders of Securities of any other series. It is not necessary under this Section 8.2 for the Holders to consent to approve the particular form of any proposed supplemental indenture amendment, supplement or supplemental agreementwaiver, but it is shall be sufficient if they such consent to approves the substance thereof. A consent to any amendment, supplement or waiver under this Indenture by any Holder of the Notes given in connection with a tender or exchange of such Holder’s Notes will not be rendered invalid by such tender or exchange. After an amendment or supplement under this Section becomes effective, the Company shall mail to Holders a notice briefly describing such amendment or supplement. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment or supplement under this Section.

With Consent of Holders. With Unless the Securities Resolution otherwise provides, the Company and the Trustee may amend this Indenture, the Securities and any coupons with the written consent of the Holders of a majority of the aggregate in principal amount of the Outstanding Securities of each all series adversely affected by the amendment voting as one class; provided that, in the case of a series issued to a WEC Trust, so long as any of the related preferred securities of such supplemental indenture WEC Trust remains outstanding, no such amendment shall be made that adversely affects the holders of such preferred securities in any material respect, and no termination of this Indenture shall occur, without the prior consent of the holders of not less than a majority in aggregate liquidation amount of such preferred securities then outstanding unless and until the principal (with and premium, if any) of the Securities of each such series voting and all accrued and unpaid interest thereon have been paid in full; and provided further that, in the case a series issued to a WEC Trust, so long as a class)any of the related preferred securities of such WEC Trust remain outstanding, no amendment shall be made to the Company and the Trustee may enter into an indenture or indentures supplemental hereto to add any provisions to or to change or eliminate any provisions third paragraph of Section 6.06 of this Indenture or of any other indenture supplemental hereto or to modify without the rights prior written consent of the Holders of Securities holders of each such series andpreferred security then outstanding unless and until the principal (and premium, if applicableany) of the Securities of such series and all accrued and unpaid interest thereon have been paid in full. However, the Guarantor and the Trustee may enter into an agreement or agreements supplemental hereto to add to or to change or eliminate any provisions of a Guarantee; provided, however, that without the consent of the Holder of each Outstanding Security affected therebySecurityholder affected, a supplemental indenture an amendment under this Section may not: (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of Securities whose Holders must consent to an Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2, or change the coin or currency in which any Securities or any premium or the 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, in the case of redemption, on or after the Redemption Date)amendment; (2) reduce the percentage interest on or change the time for payment of interest on any Security (except an election to defer interest in principal amount of accordance with the Outstanding applicable Securities of any series, 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 Resolutions and their consequencesSection 2.01(30) provided for in this Indenturehereof); (3) change the fixed maturity of any obligation Security; (4) reduce the principal of any non-Discounted Debt Security or reduce the Company amount of principal of any Discounted Debt Security that would be due upon an acceleration thereof; (5) change the currency in which principal or interest on a Security is payable; (6) make any change that materially adversely affects the right to maintain an office convert or agency in the places and for the purposes specified in Section 9.2exchange any Security; or (47) make any change in Section 5.7 6.04 or this 8.2 10.02, except to increase any percentage the amount of Securities whose Holders must consent to an amendment or waiver or to provide that certain other provisions of this Indenture cannot be modified amended or waived except with without the consent of the Holders of each Outstanding Security Securityholder affected thereby. For the purposes of this Section 8.2, if the Securities of any series are issuable upon the exercise of warrants, any holder of an unexercised and unexpired warrant with respect to such series shall not be deemed to be a Holder of Outstanding Securities of such series in the amount issuable upon the exercise of such warrants. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture, or a supplemental agreement which changes or eliminates any covenant or other provision An amendment of a Guarantee, which has expressly been provision included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed does not to affect the rights under this Indenture of the Holders of Securities Securityholders of any other series. It is Securityholders need not necessary under this Section 8.2 for the Holders to consent to the particular form exact text of any a proposed supplemental indenture amendment or supplemental agreement, but waiver; it is sufficient if they consent to the substance thereof.

With Consent of Holders. With Subject to Sections 6.04 and 6.07, without prior notice to any Holders, the Company and the Trustee may amend this Indenture and the Securities of any series with the written consent of the Holders of a majority of the aggregate principal in Principal amount of the Outstanding outstanding Securities of each series adversely affected by such supplemental indenture (with amendment, and the Holders of a majority in Principal amount of the outstanding Securities of each series voting as a class), the Company and affected thereby by written notice to the Trustee may enter into an indenture or indentures supplemental hereto to add waive future compliance by the Company with any provisions to or to change or eliminate any provisions provision of this Indenture or of any other indenture supplemental hereto or to modify the rights of the Holders of Securities of each such series and, if applicable, series. Notwithstanding the Guarantor and the Trustee may enter into an agreement or agreements supplemental hereto to add to or to change or eliminate any provisions of a Guarantee; providedthis Section 9.02, however, that without the consent of the each Holder of each Outstanding Security affected thereby, an amendment or waiver, including a supplemental indenture under this waiver pursuant to Section 6.04, may not: (1a) change extend the Stated Maturity stated maturity date of the principal Principal of, or any installment of principal Principal of or interest on, any such Security, or reduce the principal amount thereof of or the rate (or extend the time for payment) of interest thereon on (including any amount in respect of original issue discount), or any premium payable upon the redemption thereofof, or any such Security; (b) reduce the amount of the principal of an Original Issue Discount Security or Indexed Security that would be due and Principal payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2maturity thereof; (c) change the place or currency of payment of Principal of, or change the coin or currency in which any Securities or any premium or the interest thereon is payablepremium, if any, or interest on, any such Security; (d) impair the right to institute suit for the enforcement of any payment on, or with respect to, any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date)Security; (2e) reduce the above stated percentage in principal amount of the Outstanding outstanding Securities of any series, the consent of whose Holders holders is required for any such supplemental indenture, necessary to modify or amend the consent Indenture with respect to the Securities 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 Indenturethe relevant series; (3f) change modify any obligation of the Company to maintain an office or agency in the places and for the purposes specified in Section 9.2; or (4) make any change in Section 5.7 or this 8.2 waiver provision, except to increase any required percentage or to provide that certain other provisions of this Indenture cannot be modified or waived except with without the consent of the Holders Holder of each Outstanding outstanding Security of the series affected thereby. For ; (g) cause any such Security to become subordinate in right of payment to any other debt, except to the purposes of this Section 8.2, if extent provided in the Securities of any series are issuable upon the exercise of warrants, any holder of an unexercised and unexpired warrant with respect to such series shall not be deemed to be a Holder of Outstanding Securities terms of such series in Security; or (h) if such Security provides that the amount issuable upon the exercise holder may require us to repurchase or convert such Security, impair such Holder’s right to require repurchase or conversion of such warrantsSecurity on the terms provided therein. (i) make any changes to this paragraph of Section 9.02. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture, or a supplemental agreement which changes or eliminates any covenant or other provision of a Guarantee, Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, 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 this Indenture of the Holders of Securities of any other seriesseries or of the coupons appertaining to such Securities. It is shall not be necessary for the consent of any Holder under this Section 8.2 for the Holders 9.02 to consent 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 give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. 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 supplemental indenture or supplemental agreement, but it is sufficient if they consent to the substance thereofwaiver.

With Consent of Holders. With (a) The Issuer may amend, supplement or otherwise modify the written Notes Documents with the consent of the Holders of a majority of the aggregate in principal amount of the Outstanding Securities of each series adversely affected by such supplemental indenture Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, unless otherwise provided for in this Indenture, any default or compliance with any provisions thereof may be waived with the Securities of each series voting as a class), the Company and the Trustee may enter into an indenture or indentures supplemental hereto to add any provisions to or to change or eliminate any provisions of this Indenture or of any other indenture supplemental hereto or to modify the rights consent of the Holders of Securities a majority in principal amount of each such series andthe Notes then outstanding (including consents obtained in connection with a purchase of, if applicableor tender offer or exchange offer for, the Guarantor and the Trustee may enter into an agreement or agreements supplemental hereto to add to or to change or eliminate any provisions of a GuaranteeNotes); provided, however, that if any amendment, supplement or waiver will only affect the 2023 Notes or the 2026 Notes, only the consent of the Holders of a majority in principal amount of the then outstanding 2023 Notes or 2026 Notes (and not the consent of Holders of a majority in principal amount of all Notes then outstanding), as the case may be, shall be required. However, without the consent of the each Holder of Notes affected (provided, however, that if any amendment, supplement or waiver will only affect the 2023 Notes or 2026 Notes, only the consent of each Outstanding Security affected therebyHolder of the outstanding 2023 Notes or 2026 Notes (and not the consent of each Holder of Notes then outstanding), as the case may be, shall be required) (including consents obtained in connection with a supplemental indenture under this Section purchase of, or tender offer or exchange offer for, Notes), an amendment, supplement or waiver may not, with respect to any Notes held by a non-consenting Holder: (1) change reduce the Stated Maturity principal amount of such Notes whose Holders must consent to an amendment, waiver, supplement or modification; (2) reduce the stated rate of or extend the stated time for payment of interest on any such Note (other than, for the avoidance of doubt, any payment pursuant to a Change of Control Offer or pursuant to Section 4.08); (3) reduce the principal of, or any installment of principal of or interest onextend the Stated Maturity of, any Security, or such Note; (4) reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereofof any such Note or change the time at which any such Note may be redeemed, in each case under Section 3.07 (other than, for the avoidance of doubt, any payment pursuant to a Change of Control Offer or reduce the amount of the principal of an Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2, 4.08); (5) make any such Note payable in money other than that stated in such Note (except to the extent the currency stated in such Notes has been succeeded or change the coin or currency in which any Securities or any premium or the interest thereon is payable, or replaced pursuant to applicable law); (6) 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 therefor or to institute suit for the enforcement of any such payment on or after with respect to such Holder’s Notes (it being understood that this Section 9.02(a)(6) will not apply to Section 4.03 or Section 4.08 except to the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Dateextent payments thereunder are at such time due and payable); (27) reduce [Reserved]; (8) waive a Default or Event of Default with respect to the percentage nonpayment of principal, premium or interest on such Notes (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any Notes and a waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; (3) change any obligation of the Company to maintain an office or agency in the places and for the purposes specified in Section 9.2payment default that resulted from such acceleration); or (49) make any change in the amendment or waiver provisions which require the Holders’ consent described in this Section 5.7 or this 8.2 except to increase any percentage or to provide that certain other provisions of this Indenture cannot be modified or waived except with 9.02(a). (b) In addition, without the consent of at least 75% in aggregate principal amount of Notes then outstanding, no amendment, supplement or waiver may release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the Holders of each Outstanding Security affected thereby. For the purposes of this Section 8.2, if the Securities of any series are issuable upon the exercise of warrants, any holder of an unexercised and unexpired warrant with respect to such series shall not be deemed to be a Holder of Outstanding Securities of such series in the amount issuable upon the exercise of such warrants. A supplemental indenture which changes or eliminates any covenant or other provision terms of this Indenture. (c) In formulating its decision on the matters described in Section 9.02(a), or a supplemental agreement which changes or eliminates any covenant or other provision of a Guarantee, which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, Trustee shall be deemed not entitled to affect the rights under this Indenture require and rely absolutely on such evidence as it deems necessary, including Officer’s Certificates and Opinions of the Holders of Securities of any other series. It is not necessary under this Section 8.2 for the Holders to consent to the particular form of any proposed supplemental indenture or supplemental agreement, but it is sufficient if they consent to the substance thereofCounsel.

With Consent of Holders. With the written consent of the Holders of at least a majority of the aggregate principal amount at Stated Maturity of the Outstanding outstanding Securities of each series adversely affected by such supplemental indenture (including consents obtained in connection with a tender offer or an exchange offer for the Securities of each series voting as a classSecurities), by Act delivered to the Company Company, the Guarantors and the Trustee, the Company, the Guarantors and the Trustee may enter into an indenture one or more indentures supplemental hereto to add for the purpose of adding any provisions to or to change changing or eliminate eliminating any of the provisions of this Indenture or of any other indenture supplemental hereto or to modify modifying the rights of the Holders of Securities of each the Securities, provided that no such series andsupplemental indenture, if applicable, the Guarantor and the Trustee may enter into an agreement or agreements supplemental hereto to add to or to change or eliminate any provisions of a Guarantee; provided, however, that without the consent of the Holder of each Outstanding outstanding Security affected thereby, a supplemental indenture under this Section may notwill: (1a) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof (or any premium, if any), or the rate of interest thereon or any premium payable upon the redemption thereofthereon, or reduce the amount of the principal of an Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2thereof, or change the place of payment where, or in the coin or currency in which which, any Securities Security or any premium or the 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 (thereof; or, in the case of redemption, on or after the Redemption Date); (2b) reduce the percentage in principal amount at Stated Maturity of the Outstanding Securities of any seriesoutstanding Securities, the consent of whose Holders is required for any such supplemental indenture, indenture or the consent of whose Holders is required for any waiver (of compliance with the provisions of this Indenture; or (c) modify any of the provisions of Section 6.04 hereof, except to increase the percentage set forth therein or to provide that certain other provisions of this Indenture cannot be amended or certain defaults hereunder and their consequences) provided for in this Indenture;waived without the consent of the Holder of each outstanding Security affected thereby; or (3d) change subordinate in right of payment, or otherwise subordinate, the Securities or the Guarantees to any obligation other Indebtedness; or (e) modify any provision of this Indenture relating to the obligations of the Company to maintain make offers to purchase Securities upon a Change of Control or from the proceeds of an office or agency in the places and for the purposes specified in Section 9.2Asset Sale; or (4f) make modify any change in of the provisions of this Section 5.7 or this 8.2 10.02 except to increase any percentage set forth herein or to provide that certain other provisions of this Indenture cannot be modified or waived except with without the consent of the Holders of each Outstanding outstanding Security affected thereby. For ; or (g) amend, supplement or otherwise modify the purposes provisions of this Section 8.2, if Indenture relating to the Securities of any series are issuable upon the exercise of warrants, any holder of an unexercised and unexpired warrant with respect to such series Guarantees. It shall not be deemed to be a Holder necessary for any Act of Outstanding Securities of such series in the amount issuable upon the exercise of such warrants. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture, or a supplemental agreement which changes or eliminates any covenant or other provision of a Guarantee, which has expressly been included solely for the benefit of one or more particular series of Securities, 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 this Indenture of the Holders of Securities of any other series. It is not necessary under this Section 8.2 for the Holders 10.02 to consent to approve the particular form of any proposed supplemental indenture or supplemental agreementindenture, but it is shall be sufficient if they consent to such Act shall approve the substance thereof.

With Consent of Holders. With (a) Except as provided in ‎Section 9.01 and this ‎Section 9.02, the written Company, the Trustee, the Paying Agent and the Security and Intercreditor Agent may amend or supplement this Indenture, the Notes and the Security Documents with the consent of the Holders of a majority of the aggregate in principal amount of the Outstanding Securities Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to ‎Section 6.04 and ‎Section 6.07, any existing Default or Event of each series adversely affected by such supplemental indenture Default (other than a Default or Event of Default in the payment of the principal, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes, the Note Guarantees or the Security Documents may be waived with the Securities consent of each series voting the Holders of a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). ‎Section 2.08 and ‎Section 2.09 shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. (b) Upon the request of the Company, and upon the filing with the Trustee of evidence of the consent of the Holders as a class)aforesaid, and upon receipt by the Trustee of the documents described in Sections 9.06 and 14.03, the Trustee shall join with the Company and the Trustee may enter into an Guarantors in the execution of such amended or supplemental indenture unless such amended or indentures supplemental hereto to add any provisions to indenture directly affects the Trustee’s own rights, duties, liabilities or to change or eliminate any provisions of immunities under this Indenture or of any other indenture supplemental hereto or to modify the rights of the Holders of Securities of each such series andotherwise, if applicable, the Guarantor and in which case the Trustee may in its discretion, but shall not be obligated to, enter into an agreement such amended or agreements supplemental hereto to add to or to change or eliminate any provisions of a Guarantee; provided, however, that without indenture. (c) It shall not be necessary for the consent of the Holder of each Outstanding Security affected thereby, a supplemental indenture Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver. It shall be sufficient if such consent approves the substance of such proposed amendment, supplement or waiver. (d) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will give to the Holders a notice as described in Section 14.02(d) briefly describing such amendment, supplement or waiver. However, the failure of the Company to give such notice to all the Holders, or any defect in the notice, will not impair or affect the validity of any such amendment, supplement or waiver. (e) Without the consent of each affected Holder, an amendment, supplement or waiver under this ‎Section 9.02 may not:not (with respect to any Notes held by a non-consenting Holder): (1) reduce the rate of or extend the time for payment of interest on any Note; (2) reduce the principal of any Note; (3) reduce the amount payable upon redemption of any Note or change the Stated Maturity time at which any Note may be redeemed; (4) change the currency for payment of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2, or change the coin or currency in which any Securities or any premium or the interest thereon is payable, or Note; (5) impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date)with respect to any Note; (26) waive certain payment defaults with respect to the Notes; (7) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of Notes whose Holders is required for must consent to any such supplemental indenture, amendment or waiver; (8) make any change in the consent of whose Holders is required for any amendment or waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenturewhich require each Holder’s consent; (39) modify or change any obligation provision of this Indenture affecting the ranking of the Company Notes or the Note Guarantees in a manner adverse to maintain an office or agency in the places and for Holders of the purposes specified in Section 9.2Notes; or (410) make any change in Section 5.7 or this 8.2 except the Note Guarantees that would adversely affect the noteholders in any material respect (unless otherwise permitted pursuant to increase any percentage or to provide that certain other provisions the terms of this Indenture cannot be modified Indenture). (f) A consent to any amendment, supplement or waived except with the consent of the Holders of each Outstanding Security affected thereby. For the purposes of this Section 8.2, if the Securities of any series are issuable upon the exercise of warrants, any holder of an unexercised and unexpired warrant with respect to such series shall not be deemed to be a Holder of Outstanding Securities of such series in the amount issuable upon the exercise of such warrants. A supplemental indenture which changes or eliminates any covenant or other provision waiver of this Indenture, the Notes or the Note Guarantee by any Holder given in connection with a supplemental agreement which changes or eliminates any covenant or other provision of a Guarantee, which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities tender of such series with respect to Holder’s Notes will not be rendered invalid by such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It is not necessary under this Section 8.2 for the Holders to consent to the particular form of any proposed supplemental indenture or supplemental agreement, but it is sufficient if they consent to the substance thereoftender.