Common use of With Consent of Holders Clause in Contracts

With Consent of Holders. Subject to Section 6.07, the Issuer and the Trustee, together, with the written consent of the Holder or Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities, may amend or supplement this Indenture or the Securities, without notice to any other Securityholders. Subject to Section 6.07, the Holder or Holders of a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities may waive compliance by the Issuer or the Company with any provision of this Indenture or the Securities without notice to any other Securityholder. Without the consent of each Securityholder affected, however, no amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may: (1) reduce the amount of Securities whose Holders must consent to an amendment, supplement or waiver; (2) reduce the rate of or extend the time for payment of interest, including defaulted interest, on any Securities; (3) reduce the principal of or change or have the effect of changing the fixed maturity of any Securities, or change the date on which any Securities may be subject to redemption (other than a change to the required notice period), or reduce the redemption price therefor; (4) make any Securities payable in money other than that stated in the Securities; (5) make any change in provisions of this Indenture protecting the contractual right of each Holder to receive payment of principal of and interest on such Security 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 the Securities to waive Defaults or Events of Default (other than Defaults or Events of Default with respect to the payment of principal of or interest on the Securities); or (6) adversely affect the ranking of the Securities or the Guarantees. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall 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, shall not, however, in any way impair or affect the validity of any such amendment, supplement, waiver or supplemental indenture.

With Consent of Holders. Subject (a) The Company, the Subsidiary Guarantors and the Trustee may amend this Indenture or the Securities (including the obligations of the Company to make a Change of Control Offer pursuant to Section 6.07, the Issuer and the Trustee, together, 4.08 of this Indenture) without notice to any Holder but with the written consent of the Holder or Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the Securities then outstanding Securities(including consents obtained in connection with a purchase of, may amend or supplement this Indenture tender offer or exchange offer for, the Securities, without notice to ) and any other Securityholders. Subject to Section 6.07, past default or compliance with any provisions may also be waived with the Holder or consent of the Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the Securities then outstanding Securities may waive compliance by (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Issuer or the Company with any provision of this Indenture or the Securities Securities). However, without notice to any other Securityholder. Without the consent of each Securityholder affectedHolder of an outstanding Security affected thereby, however, no amendment, supplement an amendment or waiver, including a waiver pursuant to Section 6.04, maymay not: (1i) reduce the amount of Securities whose Holders must consent to an amendment, supplement or waiver; (2ii) reduce the rate of or extend the time for payment of interest, including defaulted interest, interest on any SecuritiesSecurity; (3iii) reduce the principal of or change or have extend the effect of changing the fixed maturity Stated Maturity of any Securities, or Security; (iv) change the date on which provisions applicable to the redemption of any Security as described under Article 3 of this Indenture or Section 5 of the Securities may be subject to redemption (other than a any change to the required notice periodperiods with respect to such redemptions), or reduce the redemption price therefor; (4v) make any Securities Security payable in money other than that stated in the SecuritiesSecurity; (5vi) make any change in provisions Section 6.04 or 6.07 or the second sentence of this Indenture protecting Section 9.02; (vii) make any change in the contractual right ranking or priority of each Holder to receive payment of principal of and interest on such Security on or after any Securities that would adversely affect the due date thereof or to bring suit to enforce such paymentHolders; (viii) make any change in, or permitting Holders of a majority in principal amount of the Securities to waive Defaults or Events of Default (release other than Defaults or Events of Default in accordance with respect to this Indenture, any Subsidiary Guarantee that would adversely affect the payment of principal of or interest on the Securities)Holders; or (6ix) adversely affect reduce the ranking amount payable upon a Change of Control Offer or an Asset Disposition Offer with the Excess Proceeds from any Asset Disposition or change the time or manner by which a Change of Control Offer or an Asset Disposition Offer with the Excess Proceeds from any Asset Disposition may be made or by which any such Security must be repurchased pursuant to a Change of Control Offer or an Asset Disposition Offer with the Excess Proceeds from any Asset Disposition (other than any change to the notice periods with respect to such redemptions or repayments), whether through an amendment or waiver of provisions in the covenants, definitions or otherwise, unless such amendment or waiver shall be in effect prior to the occurrence of a Change of Control or the occurrence of the event giving rise to the repurchase of the Securities or the Guaranteesunder Section 4.06. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver amendment under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders affected thereby a notice briefly describing the such amendment, supplement or waiver. Any The failure of the Issuer to mail give such noticenotice to all Holders, or any defect therein, shall not, however, in any way not impair or affect the validity of any such amendment, supplement, waiver or supplemental indenturean amendment under this Section 9.02.

With Consent of Holders. Subject to Section 6.07, the Issuer and the Trustee, together, This Indenture or any series of Securities may be amended with the written consent (which may include consents obtained in connection with a tender offer or exchange offer for that series of Securities) of the Holder or Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securitiesseries of the Securities then outstanding, may amend and any existing Default under, or supplement 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 Securities, without notice to any other Securityholders. Subject to Section 6.07, ) with the Holder consent (which may include consents obtained in connection with a tender offer or exchange offer for that series of Securities) of the Holders of a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities may waive compliance by the Issuer or the Company with any provision of this Indenture or the Securities that series then outstanding; provided that without notice to any other Securityholder. Without the consent of each Securityholder Holder affected, however, no amendment, supplement or waiver, including a waiver pursuant to Section 6.04, maythe Issuer and the Trustee may not: (1) reduce change the amount maturity of Securities whose Holders must consent to an amendment, supplement or waiverany Security; (2) reduce the rate of or amount, extend the time for due date or otherwise affect the terms of any scheduled payment of interest, including defaulted interest, interest on any or principal of the Securities; (3) reduce any premium payable upon optional redemption of the principal of or change or have the effect of changing the fixed maturity of any Securities, or change the date on which any Securities may be are subject to redemption (other than a change or otherwise alter the provisions with respect to the required notice period), or reduce redemption of the redemption price thereforSecurities; (4) make any Securities Security payable in money or currency other than that stated in the Securities; (5) make modify or change any change in provisions provision of this Indenture protecting or the contractual right of each Holder related definitions to receive payment of principal of and interest on such Security on or after affect the due date thereof or to bring suit to enforce such payment, or permitting Holders of a majority in principal amount ranking of the Securities or any Security guarantee in a manner that adversely affects the Holders; (6) reduce the percentage of Holders necessary to waive Defaults consent to an amendment or Events waiver to this Indenture or the Securities; (7) impair the rights of Default (other than Defaults or Events of Default with respect Holders to the payment receive payments of principal of or interest on the Securities); (8) release any Guarantor from any of its obligations under its Security guarantee or this Indenture, except as permitted by this Indenture; or (69) adversely affect make any change in this Section 9.02. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the ranking Issuer shall mail to the Holders a notice briefly describing the amendment, supplement or waiver. Upon the written request of the Securities 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 the documents described in Section 9.06, 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 Indenture, in which case the GuaranteesTrustee may, but shall not be obligated to, enter into such 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. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall 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, shall not, however, in any way impair or affect the validity of any such amendment, supplement, waiver or supplemental indenture.

With Consent of Holders. Subject to Section 6.07, the Issuer Company, when authorized by a resolution of its Board of Directors, and the Trustee, together, with the written consent of the Holder or Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities, Trustee may amend or supplement this Indenture or the SecuritiesSecurities with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding, without notice to any other Securityholders. Subject to Section 6.07, and the Holder or Holders of a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities may waive compliance by the Issuer or the Company with any provision of this Indenture or the Securities Securities. However, without notice to any other Securityholder. Without the consent of each Securityholder affected, however, no an amendment, supplement or waiver, including a waiver pursuant to Section 6.04, maymay not: (1) reduce the amount of Securities whose Holders must consent to an amendment, supplement or waiver; (2) reduce the rate of or change or extend the time for payment of interest, including defaulted interest, principal of or interest on any SecuritiesSecurity; (3) reduce the principal of or change or have the effect of changing the fixed maturity of any Securities, or change the date on which any Securities may be subject to redemption (other than a change to the required notice period), Security or reduce the premium payable upon the redemption price thereforthereof; (4) waive a default in the payment of the principal of or interest on any Security; (5) make any Securities Security payable in money other than that stated in the Securities;Security; or (56) make any change in provisions of this Indenture protecting Section, Section 6.04 or Section 6.07. Notwithstanding the contractual right of each Holder to receive payment of principal of above and interest on such Security on or after Section 6.07, the due date thereof or to bring suit to enforce such payment, or permitting Holders of a majority in principal amount of the Securities to then outstanding may waive Defaults or Events compliance by the Company with Section 4.08 of Default (other than Defaults or Events of Default with respect to the payment of principal of or interest on the Securities); or (6) adversely affect the ranking of the Securities or the Guaranteesthis 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. Any, waiver shall be deemed effective upon receipt by the Trustee of the necessary consents and shall not require execution of any supplemental indenture to be effective. After an amendment, supplement amendment or waiver under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders of each Security affected thereby thereby, with a copy to the Trustee, a notice briefly describing the amendment, supplement amendment or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplementwaiver, waiver consent or supplemental indenture. Except as otherwise provided in this Section 9.02, the Holders of a majority in aggregate principal amount of the Securities then outstanding may waive compliance in a particular instance by the Company with any provisions of this Indenture or the Securities.

With Consent of Holders. Subject to Section 6.07, the Issuer The Company and the Trustee, together, Trustee may amend this Indenture or the Securities without notice to any Securityholder but with the written consent of the Holder or Holders of at least a majority in aggregate principal amountamount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange offer for the Securities). However, unless a greater without the consent of each Securityholder affected thereby, an amendment may not: (a) change the Stated Maturity of the principal of, or any installment of 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 change the coin or currency in which the principal of any Security or any premium or the interest (including Additional Interest) thereon is specified hereinpayable, or impair the right to institute suit for the enforcement of any such payment after the Stated Maturity thereof (or, in the case of redemption, on or after the redemption date); or (b) 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 of the outstanding Securities, may amend or supplement this Indenture the consent of whose Holders is required for any such supplemental indenture, or the Securities, without notice to consent of whose Holders is required for any other Securityholders. Subject to Section 6.07, the Holder or Holders waiver (of a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities may waive compliance by the Issuer or the Company with any provision certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; or (d) modify any of the Securities without notice to any other Securityholder. Without the consent provisions of each Securityholder affected, however, no amendment, supplement this Section or waiver, including a waiver pursuant to Section Sections 6.04, may: (1) reduce the amount of Securities whose Holders must consent 6.07 and 4.13, except to an amendment, supplement increase any such percentage or waiver; (2) reduce the rate of or extend the time for payment of interest, including defaulted interest, on any Securities; (3) reduce the principal of or change or have the effect of changing the fixed maturity of any Securities, or change the date on which any Securities may be subject to redemption (provide that certain other than a change to the required notice period), or reduce the redemption price therefor; (4) make any Securities payable in money other than that stated in the Securities; (5) make any change in provisions of this Indenture protecting cannot be modified or waived without the contractual right consent of the Holder of each Holder to receive payment of principal of and interest on such Security 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 the Securities to waive Defaults or Events of Default (other than Defaults or Events of Default with respect to the payment of principal of or interest on the Securities); or (6) adversely affect the ranking of the Securities or the Guaranteesaffected thereby. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver amendment under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders affected thereby Securityholders a notice briefly describing the such amendment, supplement or waiver. Any The failure of the Issuer to mail give such noticenotice to all Securityholders, or any defect therein, shall not, however, in any way not impair or affect the validity of any such amendment, supplement, waiver or supplemental indenturean amendment under this Section.

With Consent of Holders. (a) Subject to Section 6.07Sections 6.07 and 9.03, the Issuer Company, the Guarantors and the Trustee, together, with the written consent of the Holder or Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities, may amend or supplement this Indenture Indenture, the Securities or the SecuritiesGuarantees, without notice to any other Securityholders. Subject to Section 6.07Sections 6.07 and 9.03, the Holder or Holders of a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities may waive compliance by the Issuer or the Company with any provision of this Indenture Indenture, the Securities or the Securities Guarantees without notice to any other Securityholder. Without Securityholders. (b) Notwithstanding Section 9.02(a), without the consent of each Securityholder affected, however, no amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may: (1i) reduce the amount of Securities whose Holders must consent to an amendment, supplement or waiver; (2ii) reduce the rate of or extend change or have the effect of changing the time for payment of interest, including defaulted default interest, on any Securities; (3iii) reduce the principal of or change or have the effect of changing the fixed maturity of any Securities, or change the date on which any Securities may be subject to redemption (other than a change to the required notice period)or repurchase, or reduce the redemption or purchase price therefor; (4iv) make any Securities payable in money other than that stated in the Securities; (5v) make any change in provisions of this Indenture protecting the contractual right of each Holder to receive payment of principal of and interest on such Security 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 the Securities to waive Defaults or Events of Default (other than Defaults or Events of Default with respect to the payment of principal of or interest on the Securities)Defaults; or (6vi) adversely affect modify or change any provision of this Indenture or the related definitions affecting the subordination or ranking of the Securities or any Guarantee, in a manner which adversely affects the Guarantees. Holders. (c) Notwithstanding Section 9.02(a), without the consent of Holders of 75% of the aggregate principal amount of the Securities outstanding, no amendment may release Parent or any Guarantor that is a Significant Subsidiary of Parent from any of its obligations under its Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture. (d) It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, waiver but it shall be sufficient if such consent approves the substance thereof. . (e) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer 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, waiver or supplemental indenture.

With Consent of Holders. Subject to Section 6.07, the Issuer Company and any Guarantors (when authorized by Board Resolutions) and the Trustee, together, with the written consent of the Holder or Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the then outstanding Securities, may amend or supplement this Indenture or Indenture, the Securities, Securities and any Subsidiary Guarantees without notice to any other Securityholders. Subject to Section 6.07, the Holder or Holders of a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the then outstanding Securities may waive compliance by the Issuer or the Company with any provision of this Indenture or the Securities without notice to any other SecurityholderSecurityholder (including, without limitation, the provisions of Section 4.22). Without the consent of each Securityholder affected, however, no amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may: (1) reduce the principal amount of Securities whose Holders must consent to an amendment, supplement or waiverwaiver of any provision of this Indenture, the Securities or any Subsidiary Guarantees; (2) reduce the rate of or extend change or have the effect of changing the time for payment of interest, including defaulted interest, on any SecuritiesSecurity; (3) reduce the principal of or change or have the effect of changing the fixed maturity of any Securities, ; or change the date on which any Securities may be subject to redemption (other than a change to the required notice period)redemption, or reduce the redemption price therefor; (4) make any Securities payable in money other than that stated in the Securities; (5) make any change in provisions of this Indenture protecting the contractual right of each Holder to receive payment of principal of of, premium, if any, and interest on such Security Securities on or after the stated due date thereof or to bring suit to enforce such payment, or permitting Holders of a majority in principal amount of the then outstanding Securities to waive Defaults or Events of Default (other than Defaults or Events of Default with respect to the payment of principal of or interest on the Securities); orDefault; (6) adversely affect amend, change or modify in any material respect the obligations of the Company to make and consummate a Change of Control Offer after the occurrence of a Change of Control or make and consummate a Net Proceeds Offer with respect to any Asset Sale that has been consummated or modify any of the provisions or definitions with respect thereto; (7) modify or change any provision of this Indenture or the related definitions affecting the ranking of the Securities or any Subsidiary Guarantee in a manner which adversely affects the GuaranteesHolders; (8) modify the provisions of Section 4.19, 6.04, 6.07 or this Section 9.02 in any manner adverse to a Holder of Securities; or (9) release any Guarantor from any of its obligations under its Subsidiary Guarantee or this Indenture otherwise than in accordance with the terms of this 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. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer 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, waiver or supplemental indenture.

With Consent of Holders. Subject to Section 6.076.04, the Issuer Company, when authorized by a Board Resolution, and the Trustee, together, Trustee may amend this Indenture or the Securities with the written consent of the Holder or Holders of at least not less than a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding SecuritiesSecurities then outstanding, may amend or supplement this Indenture or and the Securities, without notice to any other Securityholders. Subject to Section 6.07, the Holder or Holders of not less than a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the Securities then outstanding Securities by written notice to the Trustee may waive future compliance by the Issuer or the Company with any provision of this Indenture or the Securities Securities. Notwithstanding the provisions of this Section 9.02, without notice to any other Securityholder. Without the consent of each Securityholder Holder affected, however, no amendment, supplement an amendment or waiver, including a waiver pursuant to Section 6.04, maymay not: (1a) reduce the percentage in outstanding aggregate principal amount at maturity of Securities whose the Holders of which must consent to an amendment, supplement or waiverwaiver of any provision of this Indenture or the Securities; (2b) reduce the rate of or extend change the time for payment of interest, including defaulted interest, interest on the Accreted Value of any SecuritiesSecurity after the same shall have become due and payable; (3c) reduce the principal amount at maturity (or rate of accretion) of, or change or have the effect of changing extend the fixed maturity of any SecuritiesSecurity, or change the date on which any Securities Security may be subject to redemption (other than a change to the required notice period)or repurchase, or reduce the redemption or repurchase price therefor; (4d) waive a default in the payment of the Accreted Value of, or interest, if any, on, or redemption or an offer to purchase required hereunder with respect to, any Security; (e) make the Accreted Value of, or interest, if any, on any Securities Security payable in money other than that stated in the SecuritiesSecurity; (5f) make any change modify this Section 9.02 or Section 6.04 or Section 6.07; (g) subordinate in provisions of this Indenture protecting the contractual right of each Holder to receive payment of principal of and interest on such Security 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 otherwise subordinate, the Securities to waive Defaults any other Indebtedness or Events obligation of Default the Company; or (other than Defaults h) impair the right to institute suit for the enforcement of any payment on or Events of Default with respect to the payment of principal of or interest on the Securities); or (6) adversely affect the ranking of the Securities or the Guarantees. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders Holder of each Security affected thereby thereby, with a copy to the Trustee, a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer 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, waiver supplement or supplemental indenturewaiver.

With Consent of Holders. Subject to Section 6.076.7, the Issuer Issuer, the Guarantors and the Trustee, together, together with the written consent of the Holder or Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities, may amend or supplement this Indenture Indenture, the Securities or the Securities, Guarantees without notice to any other Securityholders. Subject to Section 6.076.7, the Holder or Holders of a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities may waive compliance by the Issuer or the Company any Guarantor with any provision of this Indenture or Indenture, the Securities or any Guarantee without notice to any other Securityholder. Without the consent of each Securityholder affected, however, no amendment, supplement or waiver, including a waiver pursuant to (and to the extent provided in) Section 6.046.4, may: (1i) reduce the amount of Securities whose Holders must consent to an amendment, supplement or waiver; (2ii) reduce the rate of or extend change or have the effect of changing the time for payment of interest, including defaulted default interest, on any SecuritiesSecurity; (3iii) reduce the principal of or change or have the effect of changing the fixed maturity of any SecuritiesSecurity, or change the date on which any Securities may be subject to redemption (other than a change to the required notice period), or reduce the redemption price Redemption Price therefor; (4iv) make any Securities payable in money other than that stated in the Securities; (5v) make any change in provisions of this Indenture protecting the contractual right of each Holder to receive payment of principal of of, premium, if any, and interest on such Security 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 the Securities to waive Defaults or Events of Default (other than Defaults or Events of Default with respect to the payment of principal of or interest on the Securities); orDefault; (6vi) adversely affect modify or change any provision of this Indenture or the related definitions affecting the ranking of the Securities or any Guarantee, in a manner which adversely affects the GuaranteesHolders; (vii) amend, change or modify in any material respect the obligation of the Issuer to make and consummate a Change of Control Offer in the event of a Change of Control which has occurred or modify any of the provisions or definitions with respect thereto after a Change of Control has occurred; (viii) make any changes in Sections 6.4, 6.7 or this Section 9.2; or (ix) release any Guarantor that is a Significant Subsidiary from any of its obligations under its Guarantee or this Indenture other than in accordance with the terms of this 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. After an amendment, supplement or waiver under this Section 9.02 9.2 becomes effective, the Issuer shall 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, shall not, however, in any way impair or affect the validity of any such amendment, supplement, waiver or supplemental indenture.

With Consent of Holders. Subject to Section 6.076.7 and the provisions of this Section 9.2, the Issuer Company and the Guarantors, when authorized by resolutions of their respective Boards of Directors (copies of which shall be delivered to the Trustee), together, and the Trustee may amend or supplement this Indenture with the written consent of the Holder or Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities, may amend or supplement this Indenture or the Securities, without notice to any other SecurityholdersNotes then outstanding. Subject to Section 6.076.7 and the provisions of this Section 9.2, the Holder or Holders of of, in the aggregate, at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the then outstanding Securities Notes affected may waive compliance by the Issuer or the Company with any provision of this Indenture or the Securities without notice to any other Securityholder. Without However, without the consent of each Securityholder affected, however, no an amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may6.4 may not: (1a) reduce the percentage of principal amount of Securities Notes whose Holders must consent to an amendment, supplement or waiverwaiver of any provision of this Indenture or the Notes; (2b) reduce the rate of or extend change or have the effect of changing the time for payment of interest, including defaulted interest, on any SecuritiesNote; (3c) reduce the principal of or change or have the effect of changing the fixed maturity of any SecuritiesNotes, or change the date on which any Securities Notes may be subject to redemption (other than a change to the required notice period), or reduce the redemption price therefor; (4d) make the principal of, or any Securities interest on, any Note payable in money other than that stated in the SecuritiesNote; (5e) make any change in provisions of this Indenture protecting the contractual right of each Holder to receive payment of principal of and interest on such Security 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 the Securities Notes to waive Defaults or Events of Default Default; (other than Defaults f) amend, change or Events modify any provisions of Default this Indenture or the related definitions affecting the Company’s obligation to make a Change of Control Offer in a manner which adversely affects the Holders; (g) 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 Net Proceeds Offer with respect to any Asset Sale that has been consummated or, after such Asset Sale has been consummated, modify any of the payment provisions or definitions with respect thereto; (h) modify or change any provision of principal this Indenture or the related definitions affecting the subordination or ranking of the Notes or interest on any Guarantee in a manner which adversely affects the Securities)Holders; or (6i) adversely affect release any Guarantor that is a Significant Subsidiary from any of its obligations under its Guarantee or this Indenture otherwise than in accordance with the ranking terms of the Securities or the Guaranteesthis Indenture. It shall not be necessary for the consent of the Holders under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. Notwithstanding the foregoing, no amendment shall modify any provision of Article X or Article XII of this Indenture without the consent of each holder of any then outstanding Designated Senior Debt. After an amendment, supplement or waiver under this Section 9.02 9.2 becomes effective, the Issuer Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer 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. In connection with any amendment, supplementsupplement or waiver under this Article IX, waiver the Company may, but shall not be obligated to, offer to any Holder who consents to such amendment, supplement or supplemental indenturewaiver, or to all Holders, consideration for such Holder’s consent to such amendment, supplement or waiver.

With Consent of Holders. Subject to Section 6.07Sections 6.07 and 9.03, the Issuer Company, the Guarantors and the Trustee, together, with the written consent of the Holder or Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities, may amend or supplement this Indenture Indenture, the Securities or the SecuritiesGuarantees, without notice to any other Securityholders. Subject to Section 6.07Sections 6.07 and 9.03, the Holder or Holders of a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities may waive compliance by the Issuer or the Company with any provision of this Indenture Indenture, the Securities or the Securities Guarantees without notice to any other Securityholder. Without the consent of each Securityholder affected, however, no amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may: (1) reduce the amount of Securities whose Holders must consent to an amendment, supplement or waiver; (2) reduce the rate of or extend change or have the effect of changing the time for payment of interest, including defaulted default interest, on any Securities; (3) reduce the principal of or change or have the effect of changing the fixed maturity of any Securities, or change the date on which any Securities may be subject to redemption (other than a change to the required notice period)or repurchase, or reduce the redemption or purchase price therefor; (4) make any Securities payable in money other than that stated in the Securities; (5) make any change in provisions of this Indenture protecting the contractual right of each Holder to receive payment of principal of and interest on such Security 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 the Securities to waive Defaults or Events of Default (other than Defaults or Events of Default with respect to the payment of principal of or interest on the Securities); orDefault; (6) adversely affect modify or change any provision of this Indenture or the related definitions affecting the subordination or ranking of the Securities or any Guarantee, in a manner which adversely affects the GuaranteesHolders; (7) after the Company's obligation to purchase Securities arises thereunder, amend, modify or change 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 modify any of the provisions or definitions with respect thereto; or (8) release any Guarantor that is a Significant Subsidiary from any of its obligations under its Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer 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, waiver or supplemental indenture.

With Consent of Holders. Subject to Section 6.07(a) The Issuers, the Issuer Subsidiary Guarantors and the Trustee, together, with the written consent of the Holder or Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities, Trustee may amend or supplement this Indenture or the Securities, without notice to any other Securityholders. Subject to Section 6.07, the Holder or Holders of a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities may waive compliance by the Issuer or the Company with any provision of this Indenture or the Securities without notice to any other SecurityholderHolder but with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities). Without However, without the consent of each Securityholder Holder affected, however, no amendment, supplement or waiver, including a waiver pursuant to Section 6.04, mayan amendment may not: (1i) reduce the amount of Securities whose Holders must consent to an amendment, supplement or waiver; (2ii) reduce the rate of or extend the time for payment of interest (including additional interest, including defaulted interest, if any) on any SecuritiesSecurity; (3iii) reduce the principal of or change or have extend the effect of changing the fixed maturity Stated Maturity of any Securities, Security; (iv) reduce the premium payable upon the redemption of any Security or change the date on time at which any Securities Security may be subject to redemption (other than a change to the required notice period), or reduce the redemption price thereforredeemed in accordance with Article 3; (4v) make any Securities Security payable in money other than that stated in the SecuritiesSecurity; (5vi) make any change in provisions to Article 10 or Article 12 that adversely affects the rights of this Indenture protecting any Holder under Article 10 or Article 12; (vii) impair the contractual right of each any Holder to receive payment of principal of of, and interest on (including additional interest, if any) on, such Security Holder's Securities on or after the due date thereof dates therefor or to bring institute suit to enforce such payment, for the enforcement of any payment on or permitting Holders of a majority in principal amount of the Securities to waive Defaults or Events of Default (other than Defaults or Events of Default with respect to such Holder's Securities; (viii) make any change in Section 6.04 or 6.07 or the payment second sentence of principal of or interest on the Securities)this Section 9.02; or (6ix) adversely affect modify the ranking of Subsidiary Guarantees in any manner adverse to the Securities or the GuaranteesHolders. 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. An amendment under this Section 9.02 may not make any change to Article 10 or Article 12 that adversely affects the rights of any holder of Senior Indebtedness of either of the Issuers or a Subsidiary Guarantor then outstanding unless the holders of such Senior Indebtedness (or any group or Representative thereof authorized to give a consent) consent to such change. After an amendment, supplement or waiver amendment under this Section 9.02 becomes effective, the Issuer Issuers shall mail to the Holders affected thereby a notice briefly describing the such amendment, supplement or waiver. Any The failure of the Issuer to mail give such noticenotice to all Holders, or any defect therein, shall not, however, in any way not impair or affect the validity of any such amendment, supplement, waiver or supplemental indenturean amendment under this Section 9.02.

With Consent of Holders. Subject to Section 6.07the immediately succeeding paragraph, the Issuer and Company may amend or supplement this Indenture or the Trustee, together, Securities with the written consent of the Holder or Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities, may amend or supplement this Indenture or the SecuritiesSecurities (including, without notice to any other Securityholderslimitation, consents obtained from Holders in connection with a purchase of, or tender or exchange offer for, Securities) and in compliance with Section 4.19 of the Investment Agreement. Subject to Section 6.04, Section 6.07, the Holder or immediately succeeding paragraph and Section 4.19 of the Investment Agreement, the Holders of a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities may may, by written notice to the Trustee, waive by consent (including, without limitation, consents obtained from Holders in connection with a purchase of, or tender or exchange offer for, Securities) compliance by the Issuer or the Company with any provision of this Indenture or the Securities without notice to any other SecurityholderHolder. Without Notwithstanding the foregoing or anything herein to the contrary, without the consent of the Holder of each Securityholder outstanding Security affected, however, no an amendment, supplement or waiver, including a waiver pursuant to Section 6.04, maymay not: (1a) change the stated maturity of the principal of, or the payment date of any installment of interest on, any Security; (b) reduce the principal amount of any Security, or any interest on, any Security; (c) change the place or currency of payment of principal of, or any interest on, any Security; (d) impair the right of any Holder to receive any payment on, or with respect to, or any delivery or payment due upon the conversion of, any Security or impair the right to institute suit for the enforcement of any delivery or payment on, or with respect to, or due upon the conversion of, any Security; (e) reduce the Fundamental Change Repurchase Price of any Securities or modify, in a manner adverse to Holders, the obligation of the Company pursuant to Section 3.01 to repurchase Securities upon the occurrence of a Fundamental Change; (f) reduce the Conversion Rate other than as provided under this Indenture or adversely affect the right of Holders to convert Securities in accordance with Article 10; (g) reduce the percentage in aggregate principal amount of outstanding Securities whose Holders must consent to a modification to or amendment of any provision of this Indenture or the Securities; or (h) modify the provisions of Article 9 that require each Holder’s consent or the waiver provisions of Section 6.04 with respect to modification and waiver (including waiver of a Default or an Event of Default), except to increase the percentage required for modification or waiver or to provide for the consent of each affected Holder. Notwithstanding the foregoing or anything to the contrary, so long as any SL Securities are outstanding, without the consent of the Holders of one hundred percent (100%) of the aggregate principal amount of the SL Securities, an amendment, supplement or waiver; (2) reduce the rate of or extend the time for payment of interest, including defaulted interesta waiver pursuant to Section 6.04, on may not modify any Securities; (3) reduce provision contained in this Indenture specifically and uniquely applicable to the principal of or change or have SL Securities in a manner adverse to the effect of changing the fixed maturity of any SecuritiesHolders of, or change the date on which any Securities may be subject to redemption (other than holders of a change to beneficial interest in, the required notice period)SL Securities. Promptly after an amendment, supplement or waiver under Section 9.01 or this Section 9.02 becomes effective, the Company shall send, or reduce the redemption price therefor; (4) make any Securities payable in money other than that stated in the Securities; (5) make any change in provisions of this Indenture protecting the contractual right of each Holder cause to receive payment of principal of and interest on be sent, to Holders a notice briefly describing such Security on amendment, supplement or after the due date thereof or to bring suit to enforce such payment, or permitting Holders of a majority in principal amount waiver. Any failure of the Securities Company to waive Defaults send such notice shall not in any way impair or Events of Default (other than Defaults or Events of Default with respect to the payment of principal of or interest on the Securities); or (6) adversely affect the ranking validity of the Securities such amendment, supplement or the Guaranteeswaiver. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall 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, shall not, however, in any way impair or affect the validity of any such amendment, supplement, waiver or supplemental indenture.

With Consent of Holders. Subject to Section 6.07The Issuer, the Issuer Subsidiary Guarantors and the Trustee, together, with the written consent of the Holder or Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities, Trustee may amend or supplement this Indenture or Indenture, the Securities, Securities and the Guarantees without notice to any other Securityholders. Subject to Section 6.07, Securityholder but with the Holder or consent of the Holders of a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the Securities then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities). Except as provided in Section 6.4, any past default or compliance with the provisions of this Indenture, the Securities may waive compliance by the Issuer or the Company Guarantees may be waived with any provision the consent of this Indenture or the Holders of a majority in principal amount of the Securities then outstanding (including, without notice to any other Securityholderlimitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities). Without However, without the consent of each Securityholder affected, however, no an amendment, supplement or waiver, including a waiver pursuant to Section 6.04, maymay not: (1) reduce the principal amount of Securities whose Holders must consent to an amendment, supplement amendment or waiver; (2) reduce the stated rate of interest or extend the stated time for payment of interest, including defaulted interest, interest or Additional Interest on any SecuritiesSecurity; (3) reduce the principal of or change or have extend the effect of changing the fixed maturity Stated Maturity of any Securities, or change the date on which any Securities may be subject to redemption (other than a change to the required notice period), or reduce the redemption price thereforSecurity; (4) reduce the premium payable upon the redemption of any Security as described in Section 3.9, Article V hereof or paragraph 5 of any Security, change the time at which any Security may be redeemed as described in Section 3.9, Article V hereof or paragraph 5 of any Security (except provisions relating to minimum required notice of optional redemption) or make any change relative to the Issuer’s obligation to make an offer to repurchase the Securities as a result of a Change of Control as described in Section 3.9 after (but not before) the occurrence of such Change of Control; (5) make any Security payable in money other than that stated in the SecuritiesSecurity; (56) make any change in provisions of this Indenture protecting impair the contractual right of each any Holder to receive payment of principal of of, premium, if any, and interest (including Additional Interest) on such Security Holder’s Securities on or after the due date thereof dates therefor or to bring institute suit to enforce such payment, for the enforcement of any payment on or permitting Holders of a majority in principal amount of the Securities to waive Defaults or Events of Default (other than Defaults or Events of Default with respect to such Holder’s Securities; (7) make any change to this Section 9.2; (8) modify the payment of principal of or interest on Guarantees in any manner adverse to the Securities)Holders; or (69) adversely affect make any change to or modify the ranking of the Securities or that would adversely affect the GuaranteesHolders. 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 amendment or waiversupplement, but it shall be sufficient if such consent approves the substance thereof. After an A consent to any amendment, supplement or waiver under this Indenture by any Holder of the Securities given in connection with a tender or exchange of such Holder’s Securities will not be rendered invalid by such tender or exchange. After an amendment or supplement under this Section 9.02 becomes effective, the Issuer shall mail send to the Holders affected thereby Securityholders a notice briefly describing the such amendment, supplement or waiver. Any The failure of the Issuer to mail give such noticenotice to all Securityholders, or any defect therein, shall not, however, in any way not impair or affect the validity of any such amendment, supplement, waiver or supplemental indenturean amendment under this Section.

With Consent of Holders. Subject to Section 6.07The Issuer, the Issuer Guarantors and the TrusteeTrustee may amend or supplement this Indenture, together, the Securities and the Guarantees without notice to any Securityholder but with the written consent of the Holder or Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the Securities then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities). Any past default or compliance with the provisions of this Indenture, may amend or supplement this Indenture the Securities or the Securities, without notice to any other Securityholders. Subject to Section 6.07, Guarantees may be waived with the Holder or consent of the Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the Securities then outstanding Securities may waive compliance by the Issuer (including, without limitation, consents obtained in connection with a purchase of, or the Company with any provision of this Indenture tender offer or the Securities exchange offer for, Securities). However, without notice to any other Securityholder. Without the consent of each Securityholder affected, however, no an amendment, supplement or waiver, including a waiver pursuant to Section 6.04, maymay not: (1) reduce the principal amount of Securities whose Holders must consent to an amendment, supplement amendment or waiver; (2) reduce the stated rate of interest or extend the stated time for payment of interest, including defaulted interest, interest or Additional Interest on any SecuritiesSecurity; (3) reduce the principal of or change or have extend the effect of changing the fixed maturity Stated Maturity of any Securities, or change the date on which any Securities may be subject to redemption (other than a change to the required notice period), or reduce the redemption price thereforSecurity; (4) reduce the premium payable upon the redemption of any Security as described in Section 3.9, Article V hereof or paragraph 5 of any Security, change the time at which any Security may be redeemed as described in Section 3.9, Article V hereof or paragraph 5 of any Security or make any change relative to the Issuer’s obligation to make an offer to repurchase the Securities as a result of a Change of Control as described in Section 3.9 after (but not before) the occurrence of such Change of Control; (5) make any Security payable in money other than that stated in the SecuritiesSecurity; (56) make any change in provisions of this Indenture protecting impair the contractual right of each any Holder to receive payment of principal of of, premium, if any, and interest (including Additional Interest) on such Security Holder’s Securities on or after the due date thereof dates therefor or to bring institute suit to enforce such payment, for the enforcement of any payment on or permitting Holders of a majority in principal amount of the Securities to waive Defaults or Events of Default (other than Defaults or Events of Default with respect to such Holder’s Securities; (7) make any change to this Section 9.2; (8) modify the payment of principal of or interest on Guarantees in any manner adverse to the Securities)Holders; or (69) adversely affect make any change to or modify the ranking of the Securities or that would adversely affect the GuaranteesHolders. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an A consent to any amendment, supplement or waiver under this Indenture by any Holder of the Securities given in connection with a tender or exchange of such Holder’s Securities will not be rendered invalid by such tender or exchange. After an amendment or supplement under this Section 9.02 becomes effective, the Issuer shall mail to the Holders affected thereby Securityholders a notice briefly describing the such amendment, supplement or waiver. Any The failure of the Issuer to mail give such noticenotice to all Securityholders, or any defect therein, shall not, however, in any way not impair or affect the validity of any such amendment, supplement, waiver or supplemental indenturean amendment under this Section.

With Consent of Holders. Subject to Section 6.07, the Issuer The Company and the Trustee, together, with the written consent of the Holder or Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities, Trustee may amend or supplement this Indenture or the Securities, without notice to any other Securityholders. Subject to Section 6.07, the Holder or Holders of a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities may waive compliance by the Issuer or the Company with any provision of this Indenture or the Securities without notice to any other SecurityholderHolder but with the written consent of the Holders of a majority in aggregate principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange offer for the Securities) affected by such amendment. Without However, without the consent of each Securityholder Holder affected, however, no amendment, supplement or waiver, including a waiver pursuant to Section 6.04, mayan amendment may not: (1) reduce the percentage of principal amount of the Securities whose Holders must consent to an amendment, modification, supplement or waiver; (2) reduce the rate of or extend the time for payment of interest, including defaulted interest, interest on any the Securities; (3) reduce the principal amount of or change or have the effect of changing the fixed maturity Stated Maturity of any Securities, or change the date on which any Securities may be subject to redemption (other than a change to the required notice period), or reduce the redemption price thereforSecurity; (4) reduce the Redemption Price of any Security or add redemption provisions to any Security; (5) make any Securities Security payable in money other than that stated in this Indenture or the SecuritiesSecurity; (56) make if the Securities are guaranteed by any change Guarantor, other than in provisions accordance with this Indenture, eliminate any existing Guarantee of this Indenture protecting such Securities; or (7) amend the contractual right of each Holder to receive receive, and to institute suit for the enforcement of, any payment of principal of and interest on such Security 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 the Securities to waive Defaults or Events of Default (other than Defaults or Events of Default with respect to the payment of principal of or interest on the Securities); or (6) adversely affect the ranking of the Securities or the Guarantees. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver amendment under this Section 9.02 becomes effective, the Issuer Company 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 the all affected Holders affected thereby a notice briefly describing the such amendment, supplement or waiver. Any The failure of the Issuer to mail give such noticenotice to all such Holders, or any defect therein, shall not, however, in any way not impair or affect the validity of any such amendment, supplement, waiver or supplemental indenturean amendment under this Section.

With Consent of Holders. Subject to Section 6.07The Company, the Issuer REIT, the Guarantors, the Trustee and the TrusteeCollateral Agent (in the case of any Security Document), togetherif applicable, may amend this Indenture, the Securities or the other Note Documents with the written consent of the Holder or Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the Securities then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Securities), may amend and any past default or supplement compliance with any provisions of this Indenture Indenture, the Securities or the Securities, without notice to any other Securityholders. Subject to Section 6.07, Note Documents may also be waived with the Holder or consent of the Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities may waive compliance by the Issuer or the Company with any provision of this Indenture or the Securities then outstanding. However, without notice to any other Securityholder. Without the consent of each Securityholder affectedaffected thereby, however, no amendment, supplement an amendment or waiver, including a waiver pursuant to Section 6.04, maymay not: (1) reduce the amount of Securities whose Holders must consent to an amendment, supplement amendment or waiver; (2) reduce the rate of or extend the time for payment of interest, including defaulted interest, interest on any SecuritiesSecurity; (3) reduce the principal of or change or have extend the effect of changing the fixed maturity Stated Maturity of any Securities, or change the date on which any Securities may be subject to redemption (other than a change to the required notice period), or reduce the redemption price thereforSecurity; (4) reduce the amount payable upon the redemption of the Securities or change the time at which any Security is required to be redeemed pursuant to Section 4.04 or Section 3.07(c) or may be redeemed as described in Article 3 hereto; (5) after the obligation of the Company to make an Asset Sale Excess Proceeds Offer with respect to an Asset Sale has arisen in accordance with Section 4.03, reduce the Asset Sale Excess Proceeds Offer Price or amend or modify in any manner adverse to the rights of the Holders of the Securities the Company’s obligation to pay the Asset Sale Excess Proceeds Offer Price; (6) make any Securities Security payable in money other than that stated in the SecuritiesSecurity; (57) make any change in provisions of this Indenture protecting impair the contractual right of each any Holder to receive payment of principal of and interest and relevant or applicable premium, Acceleration Premium or redemption price on such Security Holder’s Securities on or after the due date thereof dates therefor or to bring institute suit for the enforcement of any payment on or with respect to enforce such paymentHolder’s Securities; (8) expressly subordinate the Securities or any Note Guarantee in right of payment or otherwise modify the ranking in right of payment thereof to any other Indebtedness of the Company, the REIT or the Guarantors; (9) make any change in the provisions of the Collateral Agency and Intercreditor Agreement or this Indenture dealing with the application of proceeds of the Collateral that would adversely affect the Securityholders; (10) make any change in Section 6.04 or 6.07 or the second sentence of this Section; (11) make any change in, or permitting release other than in accordance with the provisions of this Indenture, any Note Guarantee that would adversely affect the Securityholders; or (12) waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, on, the Securities (except a rescission of acceleration of the Securities by the Holders of at least a majority in aggregate principal amount of the then outstanding Securities to waive Defaults or Events and a waiver of Default (other than Defaults or Events of Default with respect to the payment of principal of or interest on the Securitiesdefault that resulted from such acceleration); or (6) adversely affect the ranking of the Securities or the Guarantees. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an A consent to any amendment or waiver under this Indenture by any Holder of Securities given in connection with a tender of such Holder’s Securities shall not be rendered invalid by such tender. In addition, any amendment to, or waiver of, the provisions of the Note Documents that has the effect of releasing all or substantially all of the Collateral from the Liens securing the Securities or subordinating Liens securing the Securities (except as permitted by the terms of the Note Documents) will require the consent of the Holders of at least 66-2/3% in principal amount of the Securities then outstanding. Upon the written request of the Company and the REIT accompanied by a resolution of the Board of Directors of the Company and a resolution of the Board of Directors of the REIT authorizing the execution of any supplemental indenture entered into to effect any such amendment, supplement or waiver permitted under the terms of this Section, and upon receipt by the Trustee (and the Collateral Agent to the extent applicable) of the documents described in Section 9.06, the Trustee (and the Collateral Agent to the extent applicable) shall join with the Company and the REIT in the execution of such supplemental indenture or supplement or amendment to the Note Documents. After an amendment under this Section 9.02 becomes effective, the Issuer Company shall mail send to the Holders affected thereby Securityholders a notice briefly describing the such amendment, supplement or waiver. Any The failure of the Issuer to mail give such noticenotice to all Securityholders, or any defect therein, shall not, however, in any way not impair or affect the validity of any such amendment, supplement, waiver or supplemental indenturean amendment under this Section.

With Consent of Holders. Subject to Section 6.07, the Issuer and the Trustee, together, with the written consent of the Holder or Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities, may amend or supplement this Indenture Indenture, the Securities, any Security Document or the SecuritiesIntercreditor Agreement, without notice to any other Securityholders. Subject to Section 6.07, the Holder or Holders of a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities may waive compliance by the Issuer or the Company with any provision of this Indenture or the Securities without notice to any other Securityholder. Without the consent of each Securityholder affected, however, no amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may: (1) reduce the amount of Securities whose Holders must consent to an amendment, supplement or waiver; (2) reduce the rate of or extend the time for payment of interest, including defaulted interest, on any Securities; (3) reduce the principal of or change or have the effect of changing the fixed maturity of any Securities, or change the date on which any Securities may be subject to redemption (other than a change to the required notice period), or reduce the redemption price therefor; (4) make any Securities payable in money other than that stated in the Securities; (5) make any change in provisions of this Indenture protecting the contractual right of each Holder to receive payment of principal of and interest on such Security 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 the Securities to waive Defaults or Events of Default (other than Defaults or Events of Default with respect to the payment of principal of or interest on the Securities); or (6) adversely affect the ranking of the Securities or the Guarantees. In addition, without the consent of the Holders of the Securities of at least 662/3% in aggregate principal amount of the Securities then outstanding, an amendment, supplement or waiver may not: (1) modify any Security Document or the provisions of this Indenture dealing with the Security Documents or application of trust moneys under the Security Documents, or otherwise release any Collateral, in any manner materially adverse to the Holders other than in accordance with this Indenture, the Security Documents and the Intercreditor Agreement; or (2) modify any intercreditor agreement in any manner materially adverse to the Holders other than in accordance with this Indenture, the Security Documents and the Intercreditor Agreement. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall 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, shall not, however, in any way impair or affect the validity of any such amendment, supplement, waiver or supplemental indenture.

With Consent of Holders. Subject to Section 6.07, the Issuer Issuers, the Guarantors and the Trustee, together, with the written consent of the Holder or Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, at maturity of the outstanding Securities, may amend or supplement this Indenture or the Securities, without notice to any other Securityholders. Subject to Section 6.07, the Holder or Holders of a majority in aggregate principal amount, unless a greater principal amount is specified herein, at maturity of the outstanding Securities may waive compliance by the Issuer or the Company Issuers with any provision of this Indenture or the Securities without notice to any other Securityholder. Without the consent of each Securityholder affected, however, no amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may: (1i) reduce the amount of Securities whose Holders must consent to an amendment, supplement supplement, or waiverwaiver to this Indenture; (2ii) reduce the rate of or extend change the time for payment of interest, including defaulted interest, on any SecuritiesSecurity; (3iii) reduce the principal Accreted Value of or premium on or change or have the effect of changing the fixed stated maturity of any Securities, Security or change the date on which any Securities may be subject to redemption (other than a change to the required notice period), or repurchase or reduce the redemption or repurchase price therefor; (4iv) make any Securities Security payable in money other than that stated in the SecuritiesSecurity or change the place of payment from New York, New York; (5v) waive a default on the payment of the Accreted Value of, interest on, or redemption payment with respect to any Security; (vi) make any change in provisions of this Indenture protecting the contractual right of each Holder of Securities to receive payment of principal Accreted Value of and interest on such Security on or after the due date thereof or to bring suit to enforce such payment, or permitting Holders of a majority in principal amount at maturity of the Securities to waive Defaults or Events of Default (other than Defaults or Events of Default with respect to the payment of principal of or interest on the Securities); orDefault; (6vii) adversely affect make any changes in Section 6.04, 6.07 or this Section 9.02; (viii) modify or change any provision of this Indenture or the related definitions affecting the ranking of the Securities or any Guarantee, in a manner which adversely affects the GuaranteesHolders; (ix) amend, modify or change 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 an Excess Proceeds Offer with respect to any Asset Sale that has been consummated or, modify any of the provisions or definitions with respect thereto; or (x) release any Guarantor from any of its obligations under its Guarantee or this Indenture otherwise than in accordance with the terms of this 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. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Issuers shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Issuers to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement, waiver or supplemental indenture.

With Consent of Holders. Subject to Section 6.07The Company, the Issuer Guarantors, if any, and the Trustee, together, Trustee may amend or supplement this Indenture or the Securities with the written consent of the Holder or Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities, may amend or supplement this Indenture or the Securities. However, without notice to any other Securityholders. Subject to Section 6.07, the Holder or Holders of a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities may waive compliance by the Issuer or the Company with any provision of this Indenture or the Securities without notice to any other Securityholder. Without the consent of each Securityholder Holder affected, however, no an amendment, supplement or waiver, including a waiver pursuant to Section 6.04, maymay not: (1) reduce change the amount Stated Maturity of Securities whose the principal of or any installment of interest on any Security or alter the optional redemption or repurchase provisions of any Security or this Indenture in a manner adverse to the Holders must consent to an amendment, supplement or waiverof the Securities; (2) reduce the principal amount of (or the premium) of any Security; (3) reduce the rate of or extend the time for payment of interest, including defaulted interest, interest on any Securities; (3) reduce the principal of or change or have the effect of changing the fixed maturity of any Securities, or change the date on which any Securities may be subject to redemption (other than a change to the required notice period), or reduce the redemption price thereforSecurity; (4) make change the place or currency of payment of principal of (or premium) or interest on any Securities payable in money other than that stated in the SecuritiesSecurity; (5) make modify any change in provisions of this Indenture protecting relating to the contractual waiver of past defaults (other than to add sections of this Indenture subject thereto) or the right of the Holders to institute suit for the enforcement of any payment on or with respect to any Security or the Guarantee, or the modification and amendment of this Indenture and the Securities (other than to add sections of this Indenture or the Securities which may not be amended, supplemented or waived without the consent of each Holder affected); (6) reduce the percentage of the principal amount of outstanding Securities necessary for amendment to receive or waiver of compliance with any provision of this Indenture or the Securities or for waiver of any Default; (7) waive a default in the payment of principal of and of, interest on such Security on or after the due date thereof or to bring suit to enforce such paymenton, or permitting redemption payment with respect to, any Security (except a recision of acceleration of the Securities by the Holders as provided in this Indenture and a waiver of the payment default that resulted from such acceleration); (8) modify the ranking or priority of the Securities or the Guarantee, or modify the definition of Senior Debt or Designated Senior Debt or amend or modify the subordination provisions of this Indenture in any manner adverse to the Holders; (9) release the Guarantors from any of their respective obligations under the Guarantee or this Indenture otherwise than in accordance with this Indenture; or (10) modify the provisions relating to any Offer to Purchase required under Section 4.05 or Section 4.14 in a manner materially adverse to the Holders of Securities with respect to any Asset Disposition that has been consummated or Change of Control that has occurred. The Holders of a majority in aggregate principal amount of the Securities outstanding Securities, on behalf of all Holders of Securities, may waive compliance by the Company with certain restrictive provisions of this Indenture. Subject to certain rights of the Trustee, as provided in this Indenture, the Holders of a majority in aggregate principal amount of the outstanding Securities, on behalf of all Holders of Securities, may waive Defaults or Events of Default (other than Defaults or Events of Default with respect to any past default under this Indenture, except a default in the payment of principal of principal, premium or interest on the Securities); or (6) adversely affect the ranking or a default arising from failure to purchase any Security tendered pursuant to an Offer to Purchase, or a default in respect of the Securities or the Guarantees. It shall a provision that under this Indenture cannot be necessary for modified or amended without the consent of the Holders under this Section 9.02 to approve the particular form Holder 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 Issuer shall 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, shall not, however, in any way impair or affect the validity of any such amendment, supplement, waiver or supplemental indentureeach outstanding Security affected.

With Consent of Holders. Subject to Section 6.07, the Issuer Company, when authorized by a Board Resolution, and the Trustee, together, with the written consent of the Holder or Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities, Securities may amend or supplement this Indenture or the Securities, without notice to any other Securityholders. Subject to Section Sections 6.04 and 6.07, the Holder or Holders of a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities may waive compliance by the Issuer or the Company with any provision of this Indenture or the Securities without notice to any other Securityholder. Without the consent of each Securityholder affected, however, no No amendment, supplement or waiver, including a waiver pursuant to Section 6.04, mayshall, directly or indirectly, without the consent of each Holder of each Security affected thereby: (1) reduce the amount of Securities whose Holders must consent to an amendment, supplement or waiver; (2) reduce the rate of or extend change the time for payment of interest, including defaulted interest, on any Securities; (3) reduce the principal of or change or have the effect of changing the fixed maturity of any Securities, or change the date on which any Securities may be subject to redemption (other than a change to the required notice period)or repurchase, or reduce the redemption or repurchase price therefor; (4) make any Securities payable in money other than that stated in the Securities; (5) make any change in provisions of this Indenture protecting the contractual right of each Holder of a Security to receive payment of principal of and interest on such Security on or after the due date thereof or to bring suit to enforce such payment, payment or permitting Holders of a majority in principal amount of the Securities to waive Defaults or Events of Default (other than Defaults or Events of Default with respect to the payment of principal of or interest on the Securities)Default; or (6) adversely affect after the ranking Company's obligation to purchase the Securities arises under Section 4.15 or 4.16, amend, modify or change the obligation of the Securities Company to consummate a Change of Control Offer or a Net Proceeds Offer or waive any default in the Guaranteesperformance thereof or modify any of the provisions or definitions with respect to any such offers. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effectiveeffective (as provided in Section 9.04), the Issuer Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer 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, waiver or supplemental indenture.

With Consent of Holders. Subject to Section 6.07The Company and the Guarantors, with the Issuer and consent of the Trustee, togethermay amend or supplement this Indenture and waive any existing Default or Event of Default (other than any continuing Default or Event of Default in the payment of interest on or the principal of the Securities), the Securities or the Guarantees without notice to any Securityholder but with the written consent of the Holder or Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the Securities then outstanding Securities, (which may amend include consents obtained in connection with a tender offer or supplement this Indenture or exchange offer for the Securities, without notice to any other Securityholders). Subject to Section 6.07, the Holder or Holders of a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the Securities then outstanding Securities may waive compliance by the Issuer Company or the Company any Guarantor with any provision of this Indenture Indenture, the Securities or the Securities Guarantees without notice to any other Securityholder. Without However, without the consent of each Securityholder affected, however, no an amendment, supplement or waiver, including a waiver pursuant to Section 6.04, maymay not: (1) reduce the amount of Securities whose Holders must consent to an amendment, supplement or waiver; (2) reduce the rate of or extend change the time for payment of interest, including defaulted interest, on any SecuritiesSecurity; (3) reduce the principal of or change or have the effect of changing the fixed maturity of any SecuritiesSecurity (including, or change without limitation, the date on which any Securities may be subject to optional redemption (other than a change to the required notice periodprovisions, but excluding Sections 4.08, 4.09 and 4.15), or reduce the redemption price therefor; (4) waive a Default or Event of Default in the payment of principal of or interest on any Security; (5) make any Securities Security payable in money other than that stated in the SecuritiesSecurity; (56) make any change in provisions Section 6.04, Section 6.07 or Section 9.02; (7) adversely modify the terms and conditions of this Indenture protecting the contractual right obligations of each Holder to receive payment of principal of and interest on such Security on the Guarantors or after the due date thereof ranking or to bring suit to enforce such payment, or permitting Holders of a majority in principal amount priority of the Securities to waive Defaults or Events of Default (other than Defaults or Events of Default with respect to the payment of principal of or interest on the Securities)any Guarantee; or (6) adversely affect 8) release any Guarantor from any of its obligations under its Guarantee or this Indenture otherwise than in accordance with the ranking of terms hereof. Promptly after an amendment under this Section becomes effective, the Securities or Company shall mail to Securityholders a notice briefly describing the Guaranteesamendment. 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 amendment or waiversupplement, 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 Issuer shall 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, shall not, however, in any way impair or affect the validity of any such amendment, supplement, waiver or supplemental indenture.

With Consent of Holders. Subject to Section 6.07The Company, the Issuer Subsidiary Guarantors and the TrusteeTrustee may amend or supplement this Indenture, togetherthe Securities, the Subsidiary Guarantees, the Collateral Documents and the Intercreditor Agreement without notice to any Securityholder but with the written consent of the Holder or Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the Securities then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities). Any past default or compliance with the provisions of this Indenture, may amend or supplement this Indenture or the Securities, without notice to any other Securityholders. Subject to Section 6.07the Subsidiary Guarantees, the Holder Collateral Documents or the Intercreditor Agreement may be waived with the written consent of the Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the Securities then outstanding Securities may waive compliance by the Issuer (including, without limitation, consents obtained in connection with a purchase of, or the Company with any provision of this Indenture tender offer or the Securities exchange offer for, Securities). However, without notice to any other Securityholder. Without the consent of each Securityholder affected, however, no an amendment, supplement or waiver, including a waiver pursuant to Section 6.04, maymay not: (1) reduce the amount of Securities whose Holders must consent to an amendment, supplement or waiver; (2) reduce the stated rate of or extend the stated time for payment of interest, including defaulted interest, Additional Interest or Additional Amounts on any SecuritiesSecurity; (3) reduce the principal of or change or have extend the effect of changing the fixed maturity Stated Maturity of any Securities, or change the date on which any Securities may be subject to redemption (other than a change to the required notice period), or reduce the redemption price thereforSecurity; (4) reduce the premium payable upon the redemption or repurchase of any Security or change the time at which any Security may or shall be redeemed or repurchased as described under Section 3.5, Section 3.10, Article V or paragraph 5 of any Security or any similar provision, whether through an amendment or waiver of Section 3.5, Section 3.10, Article V or paragraph 5 of any Security, definitions or otherwise (except amendments to the definition of “Change of Control” and “Permitted Holder”); (5) make any Securities Security payable in money other than that stated in the SecuritiesSecurity; (56) make any change in provisions of this Indenture protecting impair the contractual right of each any Holder to receive payment of principal of of, premium, if any, Additional Amounts, if any, and interest (including Additional Interest) on such Security Holder’s Securities on or after the due date thereof dates therefor or to bring institute suit to enforce such payment, for the enforcement of any payment on or permitting Holders of a majority in principal amount of the Securities to waive Defaults or Events of Default (other than Defaults or Events of Default with respect to such Holder’s Securities; (7) make any change to this Section 9.2; (8) modify the payment of principal of or interest on Subsidiary Guarantees in any manner adverse to the Securities)Holders; or (69) adversely affect the ranking release all or substantially all of the Securities or Collateral other than in accordance with Section 11.6, the GuaranteesCollateral Documents and the Intercreditor Agreement. It shall not be necessary for In addition, without the consent of the Holders under this Section 9.02 to approve the particular form 75% in aggregate principal amount of any proposed amendmentSecurities then outstanding, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under may not: (1) modify any Collateral Document or the provisions in this Section 9.02 becomes effective, the Issuer shall mail Indenture dealing with Collateral Documents or application of trust moneys in any manner adverse to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such noticeSecurities or otherwise release any Collateral other than in accordance with this Indenture, or any defect therein, shall not, however, the Collateral Documents and the Intercreditor Agreement; or (2) modify the Intercreditor Agreement in any way impair or affect manner adverse to the validity Holders of the Securities in any such amendmentmaterial respect other than in accordance with the terms of this Indenture, supplement, waiver or supplemental indenturethe Collateral Documents and the Intercreditor Agreement.

With Consent of Holders. Subject to Section 6.07The Issuers, the Issuer Company and the TrusteeTrustee may amend this Indenture, togetherany Security Documents, the Securities or the Guaranty without notice to any Securityholder but with the written consent of the Holder or Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities, may amend or supplement this Indenture or the SecuritiesSecurities then outstanding. However, without notice to any other Securityholders. Subject to Section 6.07, the Holder or Holders of a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities may waive compliance by the Issuer or the Company with any provision of this Indenture or the Securities without notice to any other Securityholder. Without the consent of each Securityholder affected, however, no an amendment, supplement or waiver, including a waiver pursuant to Section 6.04, maymay not: (1) reduce the principal amount of Securities whose Holders must consent to an amendment, supplement or waiver; (2) reduce the stated rate of or extend the stated time for payment of interest, including defaulted interest, interest or any liquidated damages on any SecuritiesSecurity; (3) reduce the principal of or change or have extend the effect of changing the fixed maturity Stated Maturity of any Securities, or change the date on which any Securities may be subject to redemption (other than a change to the required notice period), or reduce the redemption price thereforSecurity; (4) reduce the premium payable upon the redemption of any Security or change the time at which any Security may be redeemed or repurchased in accordance with Article III; (5) make any Securities Security payable in money other than that stated in the SecuritiesSecurity; (56) make any change in provisions of this Indenture protecting impair the contractual right of each any Holder to receive payment of principal of and interest on such Security Holder's Securities on or after the due date thereof dates therefor or to bring institute suit to enforce such payment, for the enforcement of any payment of or permitting Holders of a majority in principal amount of the Securities to waive Defaults or Events of Default (other than Defaults or Events of Default with respect to the payment of principal of such Holder's Securities; (7) make any change in Section 6.04 or interest on the Securities)6.07 or this Section; or (6) adversely affect 8) release the ranking Guaranty, all or substantially all of the Securities Collateral or the Guaranteesrequirement to maintain any Account. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver amendment under this Section 9.02 becomes effective, the Issuer Issuers shall mail to the Holders affected thereby Securityholders a notice briefly describing the such amendment, supplement or waiver. Any The failure of the Issuer to mail give such noticenotice to all Securityholders, or any defect therein, shall not, however, in any way not impair or affect the validity of any such amendment, supplement, waiver or supplemental indenturean amendment under this Section.

With Consent of Holders. Subject to Section 6.07The Company, the Issuer Subsidiary Guarantors and the TrusteeTrustee may amend or supplement this Indenture, together, the Securities and the Subsidiary Guarantees with the written consent of (i) the Holder or Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the Securities then outstanding (including without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities) or (ii) the Holders’ Representative. Any past default, may amend Default or supplement noncompliance with the provisions of this Indenture Indenture, the Securities or the SecuritiesSubsidiary Guarantees (other than a Default or Event of Default in the payment of the principal of, without notice to any other Securityholders. Subject to premium, if any, or interest on a Security (except in accordance with Section 6.07, 6.4)) may be waived with the Holder or written consent of (i) the Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the Securities then outstanding Securities may waive compliance by (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities) or (ii) the Issuer or the Company with any provision of this Indenture or the Securities Holders’ Representative. However, without notice to any other Securityholder. Without the consent of each Securityholder Holder of an outstanding Security affected, however, no an amendment, supplement or waiver, including a waiver pursuant to Section 6.04, maymay not: (1i) reduce the principal amount of Securities whose Holders must consent to an amendment, supplement or waiver; (2ii) reduce the stated rate of or extend the stated time for payment of interest, including defaulted interest, interest on any SecuritiesSecurity; (3iii) reduce the principal of or change or have extend the effect of changing the fixed maturity Stated Maturity of any SecuritiesSecurity; (iv) waive a Default or Event of Default in the payment of principal of, or in the payment of, or interest or premium, if any, on the Securities issued hereunder (except a rescission of acceleration of the Securities issued hereunder by the Holders of at least a majority in aggregate principal amount of the Securities issued hereunder with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration): (v) reduce the premium payable upon the redemption or repurchase of any Security or change the date on time at which any Securities Security may or shall be subject to redemption (other than a change redeemed or repurchased in accordance with Section 3.3 or Article V, whether through amendment or waiver of provisions in the covenants or otherwise; provided that amendments to the required notice period), or reduce definition of “Change of Control” shall not require the redemption price thereforconsent of each Holder affected; (4vi) make any Securities Security payable in money other than that stated in the Security; (vii) impair the right of any Holder to receive payment of principal, premium, if any, and interest on such Holder’s Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Securities; (5viii) make any change in the amendment provisions that require each Holder’s consent or in the waiver provisions that require each Holders consent; (ix) modify the Subsidiary Guarantees of this Indenture protecting the contractual right any Significant Subsidiary or group of each Holder to receive payment of principal of and interest on such Security on or after the due date thereof or to bring suit to enforce such paymentSubsidiary Guarantors that, or permitting Holders of a majority in principal amount taken together (as of the Securities to waive Defaults or Events of Default (other than Defaults or Events of Default with respect latest audited consolidated financial statements for the Company and its Subsidiaries) would constitute a Significant Subsidiary in any manner, taken as a whole, materially adverse to the payment of principal of or interest on the Securities)Holders; or (6x) adversely affect the ranking release any Subsidiary Guarantor that is a Significant Subsidiary or group of Subsidiary Guarantors that, taken together (as of the Securities latest audited consolidated financial statements for the Company and its Subsidiaries), would constitute a Significant Subsidiary from any of its obligations under its Subsidiary Guarantee or this Indenture, except in accordance with the Guaranteesterms of this Indenture. It shall not be necessary for the consent of the Holders or the Holders’ Representative under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement amendment or waiversupplement, but it shall be sufficient if such consent approves the substance thereof. After an A consent to any amendment, supplement or waiver under this Indenture by any Holder or the Holders’ Representative given in connection with the purchase of, or tender offer or exchange offer for, such Holder’s Security shall not be rendered invalid by such purchase, tender or exchange. After an amendment or supplement under this Section 9.02 9.2 becomes effective, the Issuer Company shall mail deliver to the Holders affected thereby a notice briefly describing the amendment, supplement such amendment or waiversupplement. Any The failure of the Issuer to mail give such noticenotice to all Holders, or any defect therein, shall not, however, in any way not impair or affect the validity of any such amendment, supplement, waiver an amendment or supplemental indenturesupplement under this Section 9.2.

With Consent of Holders. Subject to Section 6.07, the Issuer and the Trustee, together, with With the written consent of the Holder or Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, Principal Amount of the Securities at the time outstanding (including consents obtained in connection with any tender offer or exchange offer for the Securities), the Company and the Trustee may amend or supplement this Indenture or the Securities. However, without notice the consent of each Holder affected, an amendment to any other Securityholders. Subject to Section 6.07, the Holder or Holders of a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities may waive compliance by the Issuer or the Company with any provision of this Indenture or the Securities without notice to any other Securityholder. Without the consent of each Securityholder affected, however, no amendment, supplement or waiver, including a waiver pursuant to Section 6.04, maymay not: (1a) reduce the amount percentage in Principal Amount of Securities whose Holders must consent to an amendment, any amendment or supplement to or waiverwaiver of any provisions of this Indenture; (2b) reduce the Principal Amount of, or premium on, or change the Stated Maturity of, any Security, or alter the provisions with respect to the redemption of the Securities (including reducing the Redemption Price of any Security); (c) reduce the rate or amount of or extend change the time for payment of interestinterest (including Additional Interest and Defaulted Interest, including defaulted interest, if any) on any SecuritiesSecurity; (3d) reduce waive a Default or Event of Default in the principal payment of the Principal Amount of or change interest (including Additional Interest and Defaulted Interest, if any) or have premium, if any, on the effect Securities (except a rescission of changing acceleration of the fixed maturity Securities by the Holders of any Securities, or change at least a majority in aggregate Principal Amount of the date on which any Securities may be subject to redemption (other than then outstanding and a change to waiver of the required notice periodpayment default that resulted from such acceleration), or reduce the redemption price therefor; (4e) make any Securities Security payable in money or securities other than that stated in the SecuritiesSecurity and this Indenture; (5f) make any change in provisions Section 6.04 hereof; or (g) impair the right to institute suit for the enforcement of this Indenture protecting the contractual right of each Holder to receive any payment of principal of and interest on such Security 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 the Securities to waive Defaults or Events of Default (other than Defaults or Events of Default with respect to the payment of principal of or interest on the Securities); or (6) adversely affect the ranking of the Securities or the Guarantees. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver amendment under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders affected thereby each Holder a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement, waiver or supplemental indenture.

With Consent of Holders. Subject to Section 6.07, the Issuer The Company and the Trustee, together, with the written consent of the Holder or Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities, Trustee may amend or supplement this Indenture or the Securities, Securities without notice to any other Securityholders. Subject to Section 6.07, Securityholder but with the Holder or written consent of the Holders of a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the Securities then outstanding. The Holders of a majority in principal amount of the Securities then outstanding Securities may waive compliance in a particular instance by the Issuer or the Company with any provision of this Indenture or the Securities without notice to any other Securityholder. Without Subject to Section 11.04, without the consent of each Securityholder affected, however, no an amendment, supplement or waiver, including a waiver pursuant to Section 6.048.04, maymay not: (1) reduce the amount of Securities whose Holders must consent to an amendment, supplement or waiver; (2) reduce the rate of or extend change the time for payment of interest, including defaulted interest, interest on any SecuritiesSecurity; (3) reduce the principal of or change or have the effect of changing the fixed maturity of any Securities, Security or change the date on which any Securities may be subject to redemption (other than a change to the required notice period), or reduce alter the redemption price thereforprovisions with respect thereto; (4) alter the conversion provisions with respect to any Security in a manner adverse to the holder thereof; (5) waive a default in the payment of the principal of or interest on any Security; (6) make any Securities changes in Section 8.04, 8.07 or this sentence; (7) modify the provisions of Article 5 hereof in a manner adverse to the holders; or (8) make any Security payable in money other than that stated in the Securities; (5) make any change in provisions of this Indenture protecting the contractual right of each Holder to receive payment of principal of and interest on such Security 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 the Securities to waive Defaults or Events of Default (other than Defaults or Events of Default with respect to the payment of principal of or interest on the Securities); or (6) adversely affect the ranking of the Securities or the GuaranteesSecurity. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplementsupplement or waiver. An amendment under this Section 11.02 may not make any change that adversely affects the rights under Article 5 of any holder of an issue of Senior Indebtedness unless the holders of that issue, waiver or supplemental indenturepursuant to its terms, consent to the change.

With Consent of Holders. Subject to Section 6.07, the Issuer The Company and the Trustee, together, Trustee may amend this Indenture or the Notes of a series without notice to any Noteholder but with the written consent of the Holder or Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the Notes then outstanding Securities, may amend of such series (including consents obtained in connection with a tender offer or supplement this Indenture or the Securitiesexchange for Notes). However, without notice to any other Securityholders. Subject to Section 6.07, the Holder or Holders of a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities may waive compliance by the Issuer or the Company with any provision of this Indenture or the Securities without notice to any other Securityholder. Without the consent of each Securityholder Noteholder affected, however, no amendment, supplement or waiver, including a waiver pursuant to Section 6.04, mayan amendment may not: (1) reduce change the amount Stated Maturity of Securities whose Holders must consent to an amendmentthe principal of, supplement or waiverinstallment of interest on, any Note; (2) reduce the principal amount of, or the rate of or extend the time for payment of interestinterest on, including defaulted interest, on any SecuritiesNotes; (3) reduce any premium, if any, payable on the principal of redemption or change or have the effect of changing the fixed maturity required repurchase of any Securities, Note or change the date on which any Securities Note may or must be subject redeemed, repaid or required to redemption (other than a change to the required notice period), or reduce the redemption price thereforbe repurchased; (4) make change the coin or currency in which the principal of or interest on any Securities payable in money other than that stated in the SecuritiesNote is payable; (5) make any change in provisions of this Indenture protecting impair the contractual right of each any Holder to receive institute suit for the enforcement of any payment of principal of and interest on such Security on or after the due date thereof or to bring suit to enforce such payment, or permitting Holders Stated Maturity of a majority any Note; (6) reduce the percentage in principal amount of the Securities outstanding Notes, the consent of whose Holders is required in order to waive Defaults take certain actions; (7) reduce the requirements for quorum or Events voting by Holders in this Indenture or the Notes; (8) after the time an offer to repurchase the Notes in the Change of Default Control Repurchase Event is required to have been made, reduce the purchase amount or purchase price, or extend the latest expiration date or purchase date thereunder; (9) modify any of the provisions of this Indenture regarding the waiver of past defaults and the waiver of certain covenants by Holders except to increase any percentage vote required or to provide that certain other than Defaults provisions of the Indenture cannot be modified or Events waived without the consent of Default with respect to the payment holder of principal of or interest on the Securities)each Note affected thereby; or (610) adversely affect the ranking modify any of the Securities or the Guaranteesabove provisions of this Section 9.2. It shall not be necessary for the consent of the Holders under this Section 9.02 9.2 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 amendment under this Section 9.02 9.2 becomes effective, the Issuer Company shall mail to the Holders affected thereby Noteholders a notice briefly describing the such amendment, supplement or waiver. Any The failure of the Issuer to mail give such noticenotice to all Noteholders, or any defect therein, shall not, however, in any way not impair or affect the validity of any such amendment, supplement, waiver or supplemental indenturean amendment under this Section 9.2.

With Consent of Holders. Subject to Section 6.07, the Issuer and the Trustee, together, with With the written consent of the Holder or Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, Principal Amount at Maturity of the outstanding SecuritiesSecurities at the time outstanding, the Company and the Trustee may amend or supplement this Indenture or the Securities. However, without notice to any other Securityholders. Subject to Section 6.07, the Holder or Holders of a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities may waive compliance by the Issuer or the Company with any provision of this Indenture or the Securities without notice to any other Securityholder. Without the consent of each Securityholder affected, however, no amendment, supplement an amendment to this Indenture or waiver, including a waiver pursuant to Section 6.04, maythe Securities may not: (1) reduce make any change to the amount Principal Amount at Maturity of Securities whose Holders must consent to an amendment, supplement or waiver; (2) make any change in the manner or rate of accrual in connection with Original Issue Discount or cash interest, reduce the rate of cash interest referred to in paragraph 1 of the Securities, reduce the rate of interest referred to in Section 10.01 upon the occurrence of a Tax Event, or extend the time for payment of interest, including defaulted interest, Original Issue Discount or cash interest on any SecuritiesSecurity; (3) reduce the principal Principal Amount at Maturity, Restated Principal Amount or the Issue Price of or change or have extend the effect of changing the fixed maturity Stated Maturity of any Securities, or change the date on which any Securities may be subject to redemption (other than a change to the required notice period), or reduce the redemption price thereforSecurity; (4) make reduce the Redemption Price, Purchase Price or Change in Control Purchase Price of any Securities payable in money other than that stated in the SecuritiesSecurity; (5) make any Security payable in money or securities other than that stated in the Security; (6) make any change in provisions of Section 6.04, Section 6.07 or this Indenture protecting Section 9.02, except to increase any percentage set forth therein; (7) make any change that adversely affects the contractual right of each Holder to receive payment of principal of and interest on such Security on or after convert any Security; (8) make any change that adversely affects the due date thereof or right to bring suit require the Company to enforce such payment, or permitting Holders of a majority in principal amount of purchase the Securities to waive Defaults or Events of Default (other than Defaults or Events of Default in accordance with respect to the payment of principal of or interest on the Securities)terms thereof and this Indenture; or (69) adversely affect impair the ranking right to institute suit for the enforcement of any payment with respect to, or conversion of, the Securities or the GuaranteesSecurities. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver amendment under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders affected thereby each Holder a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement, waiver or supplemental indenture.

With Consent of Holders. Subject to Section 6.07, the Issuer and the Trustee, together, with the written consent of the Holder or Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities, may amend or supplement this Indenture or the Securities, without notice to any other Securityholders. Subject to Section 6.07, the Holder or Holders of a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities may waive compliance by the Issuer or the Company with any provision of this Indenture or the Securities without notice to any other Securityholder. Without the consent of each Securityholder affected, however, no amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may: (1) reduce the amount of Securities whose Holders must consent to an amendment, supplement or waiver;waiver; (2) reduce the rate of or extend the time for payment of interest, including defaulted interest, on any Securities;Securities; (3) reduce the principal of or change or have the effect of changing the fixed maturity of any Securities, or change the date on which any Securities may be subject to redemption (other than a change to the required notice period), or reduce the redemption price therefor;therefor; (4) make any Securities payable in money other than that stated in the Securities;Securities; (5) make any change in provisions of this Indenture protecting the contractual right of each Holder to receive payment of principal of and interest on such Security 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 the Securities to waive Defaults or Events of Default (other than Defaults or Events of Default with respect to the payment of principal of or interest on the Securities); Securities); or (6) adversely affect the ranking of the Securities or the Guarantees. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall 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, shall not, however, in any way impair or affect the validity of any such amendment, supplement, waiver or supplemental indenture.

With Consent of Holders. Subject to Section 6.075.07, the Issuer and the TrusteeCompany, together, with the written consent when authorized by a resolution of the Holder or Holders its Board of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding SecuritiesDirectors, may amend or supplement this Indenture or the SecuritiesSecurities with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding, without notice to any other Securityholders. Subject to Section 6.07, and the Holder or Holders of a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities may waive compliance by the Issuer or the Company with any provision of this Indenture or the Securities Securities. However, without notice to any other Securityholder. Without the consent of each Securityholder affected, however, no an amendment, supplement or waiver, including a waiver pursuant to Section 6.045.04, maymay not: (1) reduce the amount of Securities whose Holders must consent to an amendment, supplement or waiver; (2) reduce the rate of or change or extend the time for payment of interestprincipal of (including premium, including defaulted interest, if any) or interest on any SecuritiesSecurity; (3) reduce the principal of (including premium, if any) or change or have the effect of changing the fixed maturity of any Securities, or change the date on which any Securities may be subject to redemption (other than a change to the required notice period), or reduce the redemption price thereforSecurity; (4) waive a default in the payment of the principal of or interest on any Security; (5) make any Securities Security payable in money other than that stated in the Securities;Security; or (56) make any change in provisions of this Indenture protecting Section, Section 5.04 or Section 5.07. Notwithstanding the contractual right of each Holder to receive payment of principal of above and interest on such Security on or after Section 5.07, the due date thereof or to bring suit to enforce such payment, or permitting Holders of a majority in principal amount of the Securities to then outstanding may waive Defaults or Events compliance by the Company with Section 3.08 of Default (other than Defaults or Events of Default with respect to the payment of principal of or interest on the Securities); or (6) adversely affect the ranking of the Securities or the Guaranteesthis Indenture. It shall not be necessary for the consent of the Holders under this Section 9.02 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. Any amendment, waiver or consent shall be deemed effective upon receipt by the Trustee of the necessary consents and shall not require execution of any supplemental indenture to be effective. After an amendment, supplement amendment or waiver under this Section 9.02 8.02 becomes effective, the Issuer Company shall mail to the Holders of each Security affected thereby thereby, with a copy to the Trustee, a notice briefly describing the amendment, supplement amendment or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplementwaiver, waiver consent or supplemental indenture. Except as otherwise provided in this Section 8.02, the Holders of a majority in aggregate principal amount of the Securities then outstanding may waive compliance in a particular instance by the Company with any provisions of this Indenture or the Securities.

With Consent of Holders. Subject to Section 6.07, the Issuer and the Trustee, together, with the written consent of the Holder or Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities, may amend or supplement this Indenture or the Securities, without notice to any other Securityholders. Subject to Section 6.07, the Holder or Holders of a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities may waive compliance by the Issuer or the Company with any provision of this Indenture or the Securities without notice to any other Securityholder. Without the consent of each Securityholder affected, however, no amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may: (1) reduce the amount of Securities whose Holders must consent to an amendment, supplement or waiver; (2) reduce the rate of or extend the time for payment of interest, including defaulted interest, on any Securities; (3) reduce the principal of or change or have the effect of changing the fixed maturity of any Securities, or change the date on which any Securities may be subject to redemption (other than a change to the required notice period)redemption, or reduce the redemption price therefor; (4) make any Securities payable in money other than that stated in the Securities; (5) make any change in provisions of this Indenture protecting the contractual right of each Holder to receive payment of principal of and interest on such Security 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 the Securities to waive Defaults or Events of Default (other than Defaults or Events of Default with respect to the payment of principal of or interest on the Securities); or (6) adversely affect the ranking of the Securities or the Guarantees. In addition, following the occurrence of a Change of Control or an Asset Sale (if the Issuer is obligated to make and consummate a Net Proceeds Offer as a result of such Asset Sale), as the case may be, without the consent of Holders of at least 75% of the outstanding aggregate principal amount of Securities, an amendment, supplement or waiver may not make any change to the Issuer’s obligations to make and consummate the required Change of Control Offer or Net Proceeds Offer, as the case may be, or modify any of the provisions or definitions with respect thereto. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall 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, shall not, however, in any way impair or affect the validity of any such amendment, supplement, waiver or supplemental indenture.

With Consent of Holders. Subject to Section 6.07, the Issuer Company, the Guarantors and the Trustee, together, with the written consent of the Holder or Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities, may amend or supplement this Indenture Indenture, the Securities or the SecuritiesGuarantees, without notice to any other Securityholders. Subject to Section 6.07, the Holder or Holders of a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities may waive compliance by the Issuer or the Company with any provision of this Indenture Indenture, the Securities or the Securities Guarantees without notice to any other Securityholder. Without the consent of each Securityholder affected, however, no amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may: (1) reduce the amount of Securities whose Holders must consent to an amendment, supplement or waiver; (2) reduce the rate of or extend change or have the effect of changing the time for payment of interest, including defaulted default interest, on any SecuritiesSecurity; (3) reduce the principal of or change or have the effect of changing the fixed maturity of any SecuritiesSecurity, or change the date on which any Securities may be subject to redemption (other than a change to the required notice period)or repurchase, or reduce the redemption or purchase price therefor; (4) make any Securities payable in money other than that stated in the Securities; (5) make any change in provisions of this Indenture protecting the contractual right of each Holder to receive payment of principal of and interest on such Security 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 the Securities to waive Defaults or Events of Default (other than Defaults or Events of Default with respect to the payment of principal of or interest on the Securities); orDefault; (6) adversely affect make any changes in Section 6.04, 6.07 or this Section 9.02; (7) modify or change any provision of this Indenture or the related definitions affecting the subordination or ranking of the Securities or any Guarantee, in a manner which adversely affects the GuaranteesHolders; (8) amend, modify or change 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, modify any of the provisions or definitions with respect thereto; or (9) release any Guarantor from any of its obligations under its Guarantee or this Indenture otherwise than in accordance with the terms of this 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. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer 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, waiver or supplemental indenture.

With Consent of Holders. Subject to Section 6.07The Company, the Issuer Guarantors and the Trustee, together, with the written consent of the Holder or Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities, Trustee may amend or supplement this Indenture or the Securities, without notice to any other Securityholders. Subject to Section 6.07, the Holder or Holders of a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities may waive compliance by the Issuer or the Company with any provision of this Indenture or the Securities without notice to any other SecurityholderSecurityholder but with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities). Without However, without the consent of each Securityholder affectedaffected thereby, however, no amendment, supplement or waiver, including a waiver pursuant to Section 6.04, mayan amendment may not: (1) reduce the amount of Securities whose Holders must consent to an amendment, supplement or waiver; (2) reduce the rate of or extend the time for payment of interest, including defaulted interest, interest on any SecuritiesSecurity; (3) reduce the principal amount of or change or have extend the effect of changing the fixed maturity Stated Maturity of any Securities, or change the date on which any Securities may be subject to redemption (other than a change to the required notice period), or reduce the redemption price thereforSecurity; (4) reduce the amount payable upon the redemption of any Security or change the time at which any Security may be redeemed in accordance with Article 3; (5) make any Securities Security payable in money other than that stated in the SecuritiesSecurity; (56) make any change in provisions of this Indenture protecting impair the contractual right of each Holder any Securityholder to receive payment of principal of and interest on such Security Securityholder's Securities on or after the due date thereof dates therefor or to bring institute suit for the enforcement of any payment on or with respect to enforce such paymentSecurityholder's Securities; (7) make any change in Section 6.04 or 6.07 or the second sentence of this Section; (8) make any changes in the ranking or priority of any Security that would adversely affect the Securityholders; or (9) make any change in any Guaranty that would adversely affect the Securityholders. Notwithstanding the foregoing, the provision under this Indenture relative to the Company's obligation to make a Change of Control Offer or permitting an Offer under Section 4.07 may be waived or modified with the written consent of the Holders of a majority in principal amount of the Securities to waive Defaults or Events of Default (other than Defaults or Events of Default with respect to the payment of principal of or interest on the Securities); or (6) adversely affect the ranking of the Securities or the Guarantees. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver An amendment under this Section 9.02 may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness of the Company or of a Guarantor then outstanding unless such holder of such Senior Indebtedness (or its Representative) consents to such change. After an amendment under this Section becomes effective, the Issuer Company shall mail to the Holders affected thereby Securityholders a notice briefly describing the such amendment, supplement or waiver. Any The failure of the Issuer to mail give such noticenotice to all Securityholders, or any defect therein, shall not, however, in any way not impair or affect the validity of any such amendment, supplement, waiver or supplemental indenturean amendment under this Section.

With Consent of Holders. Subject to Section 6.07, the Issuer and the Trustee, together, with the written consent of the Holder or Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities, may amend or supplement this Indenture or the Securities, without notice to any other Securityholders. Subject to Section 6.07, the Holder or Holders of a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities may waive compliance by the Issuer or the Company with any provision of this Indenture or the Securities without notice to any other Securityholder. Without the consent of each Securityholder affected, however, no amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may: (1) reduce the amount of Securities whose Holders must consent to an amendment, supplement or waiver; (2) reduce the rate of or extend the time for payment of interest, including defaulted interest, on any Securities; (3) reduce the principal of or change or have the effect of changing the fixed maturity of any Securities, or change the date on which any Securities may be subject to redemption (other than a change to the required notice period), or reduce the redemption price therefor; (4) make any Securities payable in money other than that stated in the Securities; (5) make any change in provisions of this Indenture protecting the contractual right of each Holder to receive payment of principal of and interest on such Security 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 the Securities to waive Defaults or Events of Default (other than Defaults or Events of Default with respect to the payment of principal of or interest on the Securities); or (6) adversely affect the ranking of the Securities or the Guarantees. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall 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, shall not, however, in any way impair or affect the validity of any such amendment, supplement, waiver or supplemental indenture.

With Consent of Holders. Subject to Section 6.07The Company, the Issuer Subsidiary Guarantors and the Trustee, together, Trustee may amend this Indenture or the Securities without notice to any Securityholder but with the written consent of the Holder or Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, at maturity of the Securities then outstanding Securities, may amend (including consents obtained in connection with a tender offer or supplement this Indenture or exchange offer for the Securities). However, without notice to any other Securityholders. Subject to Section 6.07, the Holder or Holders of a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities may waive compliance by the Issuer or the Company with any provision of this Indenture or the Securities without notice to any other Securityholder. Without the consent of each Securityholder affectedaffected thereby, however, no amendment, supplement or waiver, including a waiver pursuant to Section 6.04, mayan amendment may not: (1) reduce the amount of Securities whose Holders must consent to an amendment, supplement amendment or waiver; (2) reduce the rate of or extend the time for payment of interest, including defaulted interest, interest on any SecuritiesSecurity; (3) reduce the principal Accreted Value of or change or have extend the effect of changing the fixed maturity Stated Maturity of any Securities, or change the date on which any Securities may be subject to redemption (other than a change to the required notice period), or reduce the redemption price thereforSecurity; (4) impair the right of any Holder to receive payment of Accreted Value of and interest on such Holder's Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder's Securities or any Subsidiary Guaranty; (5) reduce the amount payable upon the redemption or repurchase of any Security under Article III or Section 4.07 or 4.14, change the time at which any Security may be redeemed in accordance with Article III, or, at any time after a Change of Control or Asset Sale has occurred, change the time at which any Change of Control Offer or Prepayment Offer must be made or at which the Securities must be repurchased pursuant to such Change of Control Offer or Prepayment Offer; (6) make any Securities Security payable in money other than that stated in the SecuritiesSecurity; (57) make any change in provisions Article XI that adversely affects the rights of any Securityholder under Article XI; (8) make any change in any Subsidiary Guaranty that would adversely affect the Securityholders; (9) release any security interest that may have been granted in favor of the Holders other than pursuant to the terms of such security interest; (10) make any change in Section 6.04 or 6.07 or the second sentence of this Indenture protecting Section 9.02; (11) subordinate the contractual right of each Holder Securities or any Subsidiary Guaranty to receive payment of principal of and interest on such Security on or after the due date thereof or to bring suit to enforce such payment, or permitting Holders of a majority in principal amount any other obligation of the Securities to waive Defaults Company or Events of Default (other than Defaults or Events of Default with respect to the payment of principal of or interest on the Securities)applicable Subsidiary Guarantor; or (612) adversely affect modify any provision of this Indenture relating to the ranking calculation of the Securities or the GuaranteesAccreted Value. 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. An amendment under this Section 9.02 may not make any change that adversely affects the rights under Article X or XI of any holder of Designated Senior Debt then outstanding unless the holders of such Designated Senior Debt (or their authorized representative) consent to such change. After an amendment, supplement or waiver amendment under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders affected thereby Securityholders a notice briefly describing the such amendment, supplement or waiver. Any The failure of the Issuer to mail give such noticenotice to all Securityholders, or any defect therein, shall not, however, in any way not impair or affect the validity of any such amendment, supplement, waiver or supplemental indenturean amendment under this Section 9.02.

With Consent of Holders. Subject to Section 6.07Sections 6.7 and 9.3, the Issuer Issuers, the Guarantors, if any, and the Trustee, together, with the written consent of the Holder or Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding SecuritiesSecurities or any Subsidiary Guarantee, may amend or supplement this Indenture Indenture, the Securities or the Securities, Subsidiary Guarantees without notice to any other Securityholders. Subject to Section 6.07Sections 6.7 and 9.3, the Holder or Holders of a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities may waive compliance by the Issuer or the Company Issuers with any provision of this Indenture or Indenture, the Securities or any Subsidiary Guarantee without notice to any other Securityholder. Without the consent of each Securityholder affected, however, no amendment, supplement or waiver, including a waiver pursuant to (and to the extent provided in) Section 6.046.4, may: (1i) reduce the amount of Securities whose Holders must consent to an amendment, supplement or waiver; (2ii) reduce the rate of or extend change or have the effect of changing the time for payment of interest, including defaulted default interest, on any SecuritiesSecurity; (3iii) reduce the principal of or change or have the effect of changing the fixed maturity of any SecuritiesSecurity, or change the date on which any Securities may be subject to redemption (other than a change to the required notice period), or reduce the redemption price therefor; (4iv) make any Securities payable in money other than that stated in the Securities; (5v) make any change in provisions of this Indenture protecting the contractual right of each Holder to receive payment of principal of of, premium, if any, and interest on such Security 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 the Securities to waive Defaults or Events of Default Default; (other than Defaults vi) make any changes in Section 6.4, 6.7 or Events of Default with respect to the payment of principal of or interest on the Securities)this Section 9.2; or (6vii) adversely affect release any Guarantor that is a Significant Subsidiary from any of its obligations under its Subsidiary Guarantee or this Indenture other than in accordance with the ranking terms of the Securities or the Guaranteesthis 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. After an amendment, supplement or waiver under this Section 9.02 9.2 becomes effective, the Issuer Issuers shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Issuers to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement, waiver or supplemental indenture.

With Consent of Holders. Subject to Section 6.07, the Issuer The Company and the Trustee, together, Trustee may modify or supplement this Indenture or the Securities with the written consent of the Holder or Holders of at least not less than a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities, may amend or supplement this Indenture or the Securities, Securities without notice to any other SecurityholdersSecurityholder. Subject to Section 6.07, the Holder or The Holders of not less than a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities may waive compliance in a particular instance by the Issuer or the Company with any provision of this Indenture or the Securities without notice to any other Securityholder. Without the consent of each Securityholder affected, however, no an amendment, supplement or waiver, including a waiver pursuant to Section 6.04, maymay not: (1) reduce the amount of Securities whose Holders must consent to an amendment, supplement or waiverwaiver to this Indenture or the Securities; (2) reduce the rate of or extend change the time for payment of interest, including defaulted interest, interest on any SecuritiesSecurity; (3) reduce the principal of or premium on or change or have the effect of changing the fixed stated maturity of any Securities, or change the date on which any Securities may be subject to redemption (other than a change to the required notice period), or reduce the redemption price thereforSecurity; (4) make any Securities Security payable in money other than that stated in the SecuritiesSecurity or change the place of payment from New York, New York; (5) make change the amount or time of any change in provisions of this Indenture protecting payment required by the contractual right of each Holder to receive payment of principal of and interest on such Security on Securities or after reduce the due date thereof or to bring suit to enforce such payment, or permitting Holders of a majority in principal amount premium payable upon any redemption of the Securities to waive Defaults or Events of Default (other than Defaults or Events of Default with respect to change the payment of principal of or interest on the Securities); ortime before which no redemption may be made; (6) adversely waive a default in the payment of the principal of, or interest on, or redemption payment with respect to, any Security (including any obligation to make a Change of Control Offer or, after the Company's obligation to purchase Securities arises thereunder, an Excess Proceeds Offer or modify any of the provisions or definitions with respect to such offers); (7) make any changes in Sections 6.04 or 6.07 hereof or this sentence of Section 8.02; (8) affect the ranking of the Securities in a manner adverse to the Holders; or (9) take any other action otherwise prohibited by this Indenture to be taken without the consent of each Holder affected thereby. After an amendment, supplement or waiver under this Section 8.02 becomes effective, the GuaranteesCompany shall mail to the Holders a notice briefly describing the amendment, supplement or waiver. Upon receipt of a Company Request, 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 Securityholders as aforesaid and upon receipt by the Trustee of the documents described in Section 8.06 hereof, the Trustee shall 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 this Indenture, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such 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. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall 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, shall not, however, in any way impair or affect the validity of any such amendment, supplement, waiver or supplemental indenture.

With Consent of Holders. Subject to Section 6.07The Company, the Issuer Subsidiary Guarantor, if any, and the Trustee, together, with the written consent of the Holder or Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities, Trustee may amend or supplement this Indenture or the Securities, without notice to any other Securityholders. Subject to Section 6.07, the Holder or Holders of a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities may waive compliance by the Issuer or the Company with any provision of this Indenture or the Securities without notice to any other SecurityholderSecurityholder but with the written or electronic consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities) and compliance with the provisions of this Indenture may be waived with the written or electronic consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities). Without However, without the consent of each Securityholder affected, however, no amendment, supplement an amendment or waiver, including a waiver pursuant to Section 6.04, maymay not: (1a) reduce the amount of Securities whose Holders must consent to an amendment, supplement or waiver; (2b) reduce the rate of or extend the stated time for payment of interest, including defaulted interestAdditional Interest, on any SecuritiesSecurity; (3c) reduce the principal of or extend the Stated Maturity of any Security; (d) make any change or have that adversely affects the effect of changing the fixed maturity conversion rights of any Securities, or change the date on which any Securities may be subject to redemption (other than a change to the required notice period), or reduce the redemption price therefor; (4e) reduce the Fundamental Change Purchase Price of any Security or amend or modify in any manner adverse to the holders of the Securities the Company’s obligation to make such payment, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise; (f) make any Securities Security payable in money other than that stated in the Security (it being understood that all references to cash in this Indenture and the Securities are to U.S. legal tender) or, other than in accordance with the provisions of this Indenture in effect on the Issue Date, eliminate any existing Subsidiary Guarantee of the Securities; (5g) make any change in provisions of this Indenture protecting impair the contractual right of each any Holder to receive payment of principal of and interest (including any Additional Interest) on such Security Holder’s Securities on or after the due date thereof dates therefor or to bring institute suit to enforce such payment, for the enforcement of any payment on or permitting Holders of a majority in principal amount of the Securities to waive Defaults or Events of Default (other than Defaults or Events of Default with respect to the payment of principal of or interest on the such Holder’s Securities); or (6h) adversely affect the ranking of the Securities make any change to this Section 8.02 or the GuaranteesSection 5.04. It shall not be necessary for the consent of the Holders under this Section 9.02 8.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement A consent to any amendment or waiver under this Indenture by any Holder of the Securities given in connection with a tender or exchange of such Holder’s Securities will not be rendered invalid by such tender or exchange. After an amendment under this Section 9.02 8.02 becomes effective, the Issuer Company shall mail to the Holders affected thereby Securityholders a notice briefly describing the such amendment, supplement or waiver. Any The failure of the Issuer to mail give such noticenotice to all Securityholders, or any defect therein, shall not, however, in any way not impair or affect the validity of any such amendment, supplement, waiver or supplemental indenturean amendment under this Section 8.02.

With Consent of Holders. Subject to Section 6.07The Company, the Issuer Subsidiary Guarantor, if any, and the Trustee, together, with the written consent of the Holder or Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities, Trustee may amend or supplement this Indenture or the Securities, without notice to any other Securityholders. Subject to Section 6.07, the Holder or Holders of a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities may waive compliance by the Issuer or the Company with any provision of this Indenture or the Securities without notice to any other SecurityholderSecurityholder but with the written or electronic consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities) and compliance with the provisions of this Indenture may be waived with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities). Without However, without the consent of each Securityholder affected, however, no amendment, supplement an amendment or waiver, including a waiver pursuant to Section 6.04, maymay not: (1a) reduce the amount of Securities whose Holders must consent to an amendment, supplement or waiver; (2b) reduce the rate of or extend the stated time for payment of interest, including defaulted interestAdditional Interest, on any SecuritiesSecurity; (3c) reduce the principal of or extend the Stated Maturity of any Security; (d) make any change or have that adversely affects the effect of changing the fixed maturity conversion rights of any Securities, or change the date on which any Securities may be subject to redemption (other than a change to the required notice period), or reduce the redemption price therefor; (4e) reduce the Fundamental Change Purchase Price of any Security or amend or modify in any manner adverse to the holders of the Securities the Company’s obligation to make such payment, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise; (f) make any Securities Security payable in money other than that stated in the Security (it being understood that all references to cash in this Indenture and the Securities are to U.S. legal tender) or, other than in accordance with the provisions of this Indenture in effect on the Issue Date, eliminate any existing Subsidiary Guarantee of the Securities; (5g) make any change in provisions of this Indenture protecting impair the contractual right of each any Holder to receive payment of principal of and interest (including any Additional Interest) on such Security Holder’s Securities on or after the due date thereof dates therefor or to bring institute suit to enforce such payment, for the enforcement of any payment on or permitting Holders of a majority in principal amount of the Securities to waive Defaults or Events of Default (other than Defaults or Events of Default with respect to the payment of principal of or interest on the such Holder’s Securities); or (6h) adversely affect the ranking of the Securities make any change to this Section 8.02 or the GuaranteesSection 5.04. It shall not be necessary for the consent of the Holders under this Section 9.02 8.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement A consent to any amendment or waiver under this Indenture by any Holder of the Securities given in connection with a tender or exchange of such Holder’s Securities will not be rendered invalid by such tender or exchange. After an amendment under this Section 9.02 8.02 becomes effective, the Issuer Company shall mail to the Holders affected thereby Securityholders a notice briefly describing the such amendment, supplement or waiver. Any The failure of the Issuer to mail give such noticenotice to all Securityholders, or any defect therein, shall not, however, in any way not impair or affect the validity of any such amendment, supplement, waiver or supplemental indenturean amendment under this Section 8.02.

With Consent of Holders. Subject to Section 6.07other exceptions set forth in this Indenture, the Issuer Company, the Subsidiary Guarantors and the Trustee, together, Trustee may amend any of this Indenture or the Securities without prior notice to any Securityholder but with the written consent of the Holder or Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the Securities then outstanding Securities, may amend (including consents obtained in connection with a tender offer or supplement this Indenture or exchange for the Securities, without notice to any other Securityholders. Subject to Section 6.07, the Holder or Holders of a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities may waive compliance by the Issuer or the Company with any provision of this Indenture or the Securities without notice to any other Securityholder). Without the consent of each Securityholder affectedaffected thereby, however, no amendment, supplement or waiver, including a waiver pursuant to Section 6.04, mayan amendment may not: (1) reduce the amount of Securities whose Holders must consent to an amendment, supplement or waiver; (2) reduce the rate of or extend the time for payment of interest, including defaulted interest, interest on any SecuritiesSecurity; (3) reduce the principal of or change or have extend the effect of changing the fixed maturity Stated Maturity of any Securities, or change the date on which any Securities may be subject to redemption (other than a change to the required notice period), or reduce the redemption price thereforSecurity; (4) reduce the premium payable upon a required purchase (to the extent the Company has at the time become obligated by the terms of this Indenture to effect a required purchase); (5) make any Securities Security payable in money other than that stated in the SecuritiesSecurity; (56) make any change in provisions of this Indenture protecting impair the contractual right of each Holder any Securityholder to receive payment of principal of and interest on such Securityholder’s Security on or after the due date thereof dates therefor or to bring institute suit to enforce such payment, for the enforcement of any payment on or permitting Holders of a majority in principal amount of the Securities to waive Defaults or Events of Default (other than Defaults or Events of Default with respect to such Securityholder’s Security; (7) make any change in Section 6.04 or 6.07 or the payment second sentence of principal of or interest on the Securities)this Section; (8) make any change in any Subsidiary Guarantee that could adversely affect such Securityholder; or (69) reduce the consideration due upon conversion or otherwise adversely affect the ranking right of Holders to convert securities in accordance with Article 10, or impair the Securities or right of any Holder to institute suit for the Guaranteesenforcement of any payment of consideration due upon conversion of such Holder’s Securities. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver amendment under this Section 9.02 becomes effective, the Issuer Company shall mail or otherwise deliver in accordance with the applicable procedures of DTC to the Holders affected thereby Securityholders a notice briefly describing the such amendment, supplement or waiver. Any The failure of the Issuer to mail give such noticenotice to all Securityholders, or any defect therein, shall not, however, in any way not impair or affect the validity of any such amendment, supplement, waiver or supplemental indenturean amendment under this Section.

With Consent of Holders. Subject to Section 6.077.07, the Issuer Company, when authorized by a Board Resolution and the Trustee, together, with the written consent of the Holder or Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities, Securities may amend or supplement this Indenture or the Securities, without notice to any other SecurityholdersHolders. Subject to Section 6.07Sections 7.04 and 7.07, the Holder or Holders of a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities may waive compliance by the Issuer or the Company with any provision of this Indenture or the Securities without notice to any other SecurityholderHolders. Without the consent of each Securityholder affected, however, no No amendment, supplement or waiver, including a waiver pursuant to Section 6.047.04, mayshall, directly or indirectly, without the consent of each Holder of each Security affected thereby: (1) change the Stated Maturity of the principal of, or any installment of interest on, any Security or reduce the principal amount of, or premium, if any, or interest on, any Security; (2) change the currency of payment of principal of, or premium, if any, or interest on, any Security; (3) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the Redemption Date) of any Security; (4) reduce the percentage of outstanding Securities whose Holders must consent to an amendment, amendment or supplement or waiverto this Indenture; (25) waive a Default or Event of Default in the payment of principal of, or premium, if any, or interest on the Securities; (6) reduce the percentage or aggregate principal amount of outstanding Securities, the consent of whose Holders is necessary for waiver of compliance with certain provisions of this Indenture or for waiver of certain Defaults; (7) reduce the rate of or extend the time for payment of interest, including defaulted interest, accretion on any Securities;Security; or (3) reduce the principal of or change or have the effect of changing the fixed maturity of any Securities, or change the date on which any Securities may be subject to redemption (other than a change to the required notice period), or reduce the redemption price therefor; (4) make any Securities payable in money other than that stated in the Securities; (5) 8) make any change in provisions of this Indenture protecting the contractual right of each Holder to receive payment of principal of foregoing amendment and interest on such Security 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 the Securities to waive Defaults or Events of Default (other than Defaults or Events of Default with respect to the payment of principal of or interest on the Securities); or (6) adversely affect the ranking of the Securities or the Guaranteeswaiver provisions. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effectiveeffective (as provided in Section 9.03), the Issuer Company shall 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, shall not, however, in any way impair or affect the validity of any such amendment, supplement, waiver or supplemental indenture.

With Consent of Holders. Subject to Section 6.07, the Issuer Company, when authorized by a resolution of its Board of Directors, and the Trustee, together, with the written consent of the Holder or Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities, Trustee may amend or supplement this Indenture or the Securities with the written consent of the Holders of a majority in principal amount of the outstanding Securities, without notice to any other Securityholders. Subject to Section 6.07, the Holder or Holders of a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities may waive compliance by the Issuer or the Company with any provision of this Indenture or the Securities Securities. However, without notice to any other Securityholder. Without the consent of the Holder of each Securityholder Security affected, however, no an amendment, supplement or waiver, including a waiver pursuant to Section 6.04, maymay not: (1) reduce change the amount maturity of Securities whose Holders must consent to an amendment, supplement or waiverthe principal of any such Security; (2) alter the optional redemption or repurchase provisions of any such Security or this Indenture in a manner adverse to the Holders of such Security; (3) reduce the principal amount of any such Security; (4) reduce the rate of or extend the time for payment of interest, including defaulted interest, interest on any Securities; (3) reduce the principal of or change or have the effect of changing the fixed maturity of any Securities, or change the date on which any Securities may be subject to redemption (other than a change to the required notice period), or reduce the redemption price therefor; (4) make any Securities payable in money other than that stated in the Securitiessuch Security; (5) make any change in provisions the place or currency of this Indenture protecting the contractual right of each Holder to receive payment of principal of and interest on such Security 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 the Securities to waive Defaults or Events of Default (other than Defaults or Events of Default with respect to the payment of principal of or interest on any such Security; (6) modify any provisions of Section 6.04 (other than to add sections of this Indenture or the SecuritiesSecurities subject thereto) or 6.07 or this Section 9.02 (other than to add sections of this Indenture or the Securities which may not be amended, supplemented or waived without the consent of each Securityholder affected); (7) reduce the percentage of the principal amount of outstanding Securities necessary for amendment to or waiver of compliance with any provision of this Indenture or the Securities or for waiver of any Default in respect thereof; (8) waive a default in the payment of the principal of or interest on or redemption payment with respect to any such Security (except a rescission of acceleration of the Securities by the Holders as provided in Section 6.02 and a waiver of the payment default that resulted from such acceleration); (9) modify the ranking or priority of such Security; (10) modify the provisions of any covenant (or the related definitions in this Indenture) requiring the Company to make any Offer to Purchase in a manner materially adverse to the Holders; or (611) adversely affect modify the ranking provisions of the Securities Escrow Agreement or this Indenture relating to the GuaranteesEscrow Collateral or release the Escrow Collateral from the Lien under the Escrow Agreement or permit any other obligation to be secured by the Escrow Collateral. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer 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, waiver or supplemental indenture.

With Consent of Holders. Subject to Section 6.07The Company and the Trustee may amend or supplement this Indenture, the Issuer Securities, the Subsidiary Guarantees, the Collateral Documents and the Trustee, together, Intercreditor Agreement with the written consent of the Holder or Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the Securities then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities). Subject to clause (a)(6) of Section 10.7, may amend any past default or supplement compliance with the provisions of this Indenture or Indenture, the Securities, without notice to any other Securityholders. Subject to Section 6.07the Subsidiary Guarantees, the Holder Collateral Documents or the Intercreditor Agreement (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on a Security (except in accordance with Section 6.4)) may be waived with the written consent of the Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the Securities then outstanding Securities may waive compliance by the Issuer (including, without limitation, consents obtained in connection with a purchase of, or the Company with any provision of this Indenture tender offer or the Securities exchange offer for, Securities). However, without notice to any other Securityholder. Without the consent of each Securityholder of an outstanding Security affected, however, no an amendment, supplement or waiver, including a waiver pursuant to Section 6.04, maymay not: (1) reduce the principal amount of Securities whose Holders must consent to an amendment, supplement or waiver; (2) reduce the stated rate of or extend the time for payment of interest, including defaulted interest, interest on any SecuritiesSecurity or reduce the amount of interest payments that are payable in cash; (3) reduce the principal of or change or have extend the effect of changing the fixed maturity Stated Maturity of any Securities, or change the date on which any Securities may be subject to redemption (other than a change to the required notice period), or reduce the redemption price thereforSecurity; (4) reduce the premium payable upon the redemption of any Security including, without limitation, the price at which Securities are redeemable under Sections 3.4(b), 3.7(b), 3.9(a), 3.9(b) or 5.1 or change the time at which any Security may be redeemed in accordance with this Indenture; (5) make any Securities Security payable in money other than that stated in the SecuritiesSecurity; (56) make any change in provisions of this Indenture protecting impair the contractual right of each any Holder to receive payment of principal of of, premium, if any, and interest on such Security Holder’s Securities on or after the due date thereof dates therefor or to bring institute suit to enforce such payment, for the enforcement of any payment on or permitting Holders of a majority in principal amount of the Securities to waive Defaults or Events of Default (other than Defaults or Events of Default with respect to such Holder’s Securities; (7) make any change to the payment of principal of amendment provisions which require each Holder’s consent or interest on to the Securities)waiver provisions; or (6) adversely affect 8) modify the ranking Subsidiary Guarantees in any manner adverse to the Holders of the Securities; and (9) release any Subsidiary Guarantor from any of its obligations under its Subsidiary Guarantee or this Indenture, except in compliance with the terms thereof. In addition, without the consent of the Securityholders of at least 75% in aggregate principal amount of Securities then outstanding, no amendment, supplement or waiver may (1) modify any Collateral Document or the Guaranteesprovisions in this Indenture dealing with Collateral Documents or application of trust moneys in any manner, taken as a whole, materially adverse to the Securityholders or otherwise release any Collateral other than in accordance with this Indenture, the Collateral Documents and the Intercreditor Agreement or (2) modify the Intercreditor Agreement in any manner adverse to the Securityholders in any material respect other than in accordance with the terms of this Indenture, the Collateral Documents and the Intercreditor Agreement. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver amendment under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders affected thereby Securityholders a notice briefly describing the such amendment, supplement or waiver. Any The failure of the Issuer to mail give such noticenotice to all Securityholders, or any defect therein, shall not, however, in any way not impair or affect the validity of any such amendment, supplement, waiver or supplemental indenturean amendment under this Section.

With Consent of Holders. Subject to Section 6.07The Company, the Issuer Subsidiary Guarantors and the Trustee, together, with the written consent of the Holder or Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities, Trustee may amend or supplement this Indenture or the Securities, without notice to any other Securityholders. Subject to Section 6.07, the Holder or Holders of a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities may waive compliance by the Issuer or the Company with any provision of this Indenture or the Securities without notice to any other SecurityholderSecurityholder but with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities) and compliance with the provisions of this Indenture may be waived with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities). Without However, without the consent of each Securityholder affected, however, no amendment, supplement an amendment or waiver, including a waiver pursuant to Section 6.04, maymay not: (1a) reduce the amount of Securities whose Holders must consent to an amendment, supplement or waiver; (2b) reduce the rate of or extend the stated time for payment of interest, including defaulted interest, interest on any SecuritiesSecurity; (3c) reduce the principal of or extend the Stated Maturity of any Security; (d) make any change or have that adversely affects the effect of changing the fixed maturity conversion rights of any Securities, or change the date on which any Securities may be subject to redemption (other than a change to the required notice period), or reduce the redemption price therefor; (4e) reduce the Redemption Price, the Fundamental Change Purchase Price, the Purchase Price payable upon the redemption or repurchase or conversion of any Security or amend or modify in any manner adverse to holders of the Securities the Company’s obligation to make such payments, whether through an amendment to or waiver of a provision in the covenants, definitions or otherwise; (f) make any Securities Security payable in money other than that stated in the Security (it being understood that all references to cash in this Indenture and the Securities are to U.S. legal tender) or, other than in accordance with the provisions of this Indenture in effect on the Issue Date, eliminate any existing Subsidiary Guarantee of the Securities; (5g) make any change in provisions of this Indenture protecting impair the contractual right of each any Holder to receive payment of principal of and interest on (and any portion of the Make-Whole Payment and Settlement Amount payable in cash, if any, with respect to) such Security Holder’s Securities on or after the due date thereof dates therefor or to bring institute suit to enforce such payment, for the enforcement of any payment on or permitting Holders of a majority in principal amount of the Securities to waive Defaults or Events of Default (other than Defaults or Events of Default with respect to the payment of principal of or interest on the such Holder’s Securities); or (6h) adversely affect make any change to the ranking of amendment provisions which require each Holder’s consent or to the Securities or the Guaranteeswaiver provisions. 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 amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. A consent to any amendment or waiver under this Indenture by any Holder of the Securities given in connection with a tender or exchange of such Holder’s Securities will not be rendered invalid by such tender or exchange. After an amendment, supplement or waiver amendment under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders affected thereby Securityholders a notice briefly describing the such amendment, supplement or waiver. Any The failure of the Issuer to mail give such noticenotice to all Securityholders, or any defect therein, shall not, however, in any way not impair or affect the validity of any such amendment, supplement, waiver or supplemental indenturean amendment under this Section 9.02.

With Consent of Holders. Subject to Section 6.07, the Issuer Company, the Guarantors and the Trustee, together, with the written consent of the Holder or Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities, may amend or supplement this Indenture Indenture, the Securities or the SecuritiesGuarantees, without notice to any other Securityholders. Subject to Section 6.07, the Holder or Holders of a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities may waive compliance by the Issuer or the Company with any provision of this Indenture Indenture, the Securities or the Securities Guarantees without notice to any other Securityholder. Without the consent of each Securityholder affected, however, no amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may: (1) reduce the amount of Securities whose Holders must consent to an amendment, supplement or waiver; (2) reduce the rate of or extend change or have the effect of changing the time for payment of interest, including defaulted default interest, on any Securities; (3) reduce the principal of or change or have the effect of changing the fixed maturity of any Securities, or change the date on which any Securities may be subject to redemption (other than a change to the required notice period)or repurchase, or reduce the redemption or purchase price therefor; (4) make any Securities payable in money other than that stated in the Securities; (5) make any change in provisions of this Indenture protecting the contractual right of each Holder to receive payment of principal of and interest on such Security 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 the Securities to waive Defaults or Events of Default (other than Defaults or Events of Default with respect to the payment of principal of or interest on the Securities); orDefault; (6) adversely affect modify or change any provision of this Indenture or the related definitions affecting the subordination or ranking of the Securities or any Guarantee, in a manner which adversely affects the GuaranteesHolders; (7) after the Company's obligation to purchase Securities arises thereunder, amend, modify or change 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 modify any of the provisions or definitions with respect thereto; or (8) release any Guarantor that is a Significant Subsidiary from any of its obligations under its Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer 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, waiver or supplemental indenture.

With Consent of Holders. Subject to Section 6.07, the Issuer The Company and the Trustee, together, Trustee may amend this Indenture or the Securities or waive any past default or compliance with any provision of this Indenture without notice to any Securityholder but with the written consent of the Holder or Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities, may amend or supplement this Indenture or the Securities. However, without notice to any other Securityholders. Subject to Section 6.07, the Holder or Holders of a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities may waive compliance by the Issuer or the Company with any provision of this Indenture or the Securities without notice to any other Securityholder. Without the consent of each Securityholder affectedaffected thereby, however, no amendment, supplement an amendment or waiver, including a waiver pursuant to Section 6.04, maymay not: (1) reduce the amount of Securities whose Holders must consent to an amendment, supplement amendment or waiver; (2) reduce the rate of or extend the time for payment of interest, including defaulted interest, interest on any SecuritiesSecurity; (3) reduce the principal of or change or have extend the effect of changing the fixed maturity Stated Maturity of any Securities, or change the date on which any Securities may be subject to redemption (other than a change to the required notice period), or reduce the redemption price thereforSecurity; (4) reduce the amount payable upon the redemption of any Security or change the time at which any Secur ity may be redeemed in accordance with Article 3; (5) make any Securities Security payable in a place or in money other than that stated in the SecuritiesSecurity; (56) make any change in provisions of this Indenture protecting any Subsidiary Guaranty that would adversely affect the contractual Securityholders; (7) impair the right of each any Holder to receive payment of principal of and interest on such Security Holder's Securities on or after the due date thereof dates therefor or to bring institute suit to enforce such payment, for enforcement of any payment on or permitting Holders of a majority in principal amount of the Securities to waive Defaults or Events of Default (other than Defaults or Events of Default with respect to the payment of principal of such Holder's Securities or interest on the Securities); orany Subsidiary Guaranty; (6) adversely affect the ranking of the Securities 8) make any change in Section 6.04 or 6.07 or the Guaranteessecond sentence of this Section. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver amendment under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders affected thereby Securityholders a notice briefly describing the such amendment, supplement or waiver. Any The failure of the Issuer to mail give such noticenotice to all Securityholders, or any defect therein, shall not, however, in any way not impair or affect the validity of any such amendment, supplement, waiver or supplemental indenturean amendment under this Section.

With Consent of Holders. Subject to Section 6.076.7 and the provisions of this Section 9.2, the Issuer Company, the Guarantors and the Trustee, together, with the written consent of the Holder or Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities, Trustee may amend or supplement this Indenture or the Securities, without notice to Securities in any other Securityholders. Subject to Section 6.07, respect with the Holder or written consent of the Holders of not less than a majority in aggregate principal amountamount of the Securities then outstanding. Subject to Section 6.7 and the provisions of this Section 9.2, unless the Holders of, in the aggregate, at least a greater majority in aggregate principal amount is specified herein, of the outstanding Securities affected may waive compliance by the Issuer Company or the Company any Guarantor with any provision of this Indenture or Indenture, the Securities or any Guarantee, as the case may be, without notice to any other Securityholder. Without Notwithstanding the foregoing, without the consent of each Securityholder affected, however, no an amendment, supplement or waiver, including a waiver pursuant to Section 6.046.4, maymay not: (1i) reduce the amount of Securities whose Holders holders must consent to an amendment, supplement or waiver;waiver to this Indenture or the Securities, (2ii) reduce the rate of or extend change the time for payment of interest, including defaulted interest, interest on any Securities;Security, (3iii) reduce the principal of or premium on or change or have the effect of changing the fixed stated maturity of any Securities, or change the date on which any Securities may be subject to redemption (other than a change to the required notice period), or reduce the redemption price therefor;Security, (4iv) make any Securities Security payable in money other than that stated in the Securities;Securities or change of place of payment from New York, New York, (5v) change the amount or time of any payment required by the Securities or reduce the premium payable upon any redemption of Securities, or change the time before which no such redemption may be made, (vi) waive a default on the payment of the principal of, interest on or redemption payment with respect to any Security, (vii) following the occurrence of a Change of Control or an Asset Sale, amend, alter, change or modify the obligation of the Company to make and consummate a Change of Control Offer or make and consummate an Excess Proceeds Offer or waive any change Default in the performance of any such offer to the extent relating to such Change of Control or Asset Sale or modify any of the provisions of or definitions with respect to any such offer or (viii) take any other action otherwise prohibited by this Indenture protecting to be taken without the contractual right consent of each Holder to receive payment of principal of and interest on such Security 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 the Securities to waive Defaults or Events of Default (other than Defaults or Events of Default with respect to the payment of principal of or interest on the Securities); or (6) adversely affect the ranking of the Securities or the Guaranteesaffected thereby. It shall not be necessary for the consent of the Holders under this Section 9.02 9.2 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 amendment or waiver under this Section 9.02 9.2 becomes effective, the Issuer Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement amendment or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendmentamendment or waiver. Promptly after the execution by the Company and any Guarantors and the Trustee of any supplemental indenture pursuant to the provisions of this Section 9.2, supplementthe Trustee shall give notice thereof, waiver at the expense of the Company, to the Holders of then outstanding Securities, by mailing a notice thereof by first-class mail to such Holders at their addresses as they shall appear on the books of the Registrar, and such notice shall set forth in general terms the substance of such supplemental indenture. Any failure of the Trustee 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. (a) Subject to Section 6.07, the Issuer Company and the TrusteeSubsidiary Guarantors (when authorized by Board Resolutions), the Trustee and the Collateral Agent, as applicable, together, with the written consent (which may include consents obtained in connection with a tender offer or exchange offer for Securities) of the Holder or Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding SecuritiesSecurities voting together as a single class, may amend or supplement this Indenture or Indenture, the Securities, the Collateral Documents, the Intercreditor Agreement or the Guarantees without notice to any other SecurityholdersHolders of Securities. Subject to Section 6.07, the Holder or Holders of a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities voting together as a single class may by written consent (which may include consents obtained in connection with a tender offer for Securities) waive any existing Default (other than any continuing Default or Event of Default in the payment of the principal amount of, premium, if any, or interest on Securities) under, or compliance by the Issuer or the Company with any provision of of, this Indenture Indenture, the Collateral Documents or the Securities without notice to any other Securityholder. Securities. (b) Without the consent of each Securityholder affected, however, Holder of Securities affected no such amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may: (1i) reduce change the principal amount of Securities whose Holders must consent to an amendment, supplement or waiverSecurities; (2ii) reduce the rate of or extend change the time for payment of interest, including defaulted default interest, on any SecuritiesSecurity; (3iii) reduce the principal of or change or have the effect of changing the fixed maturity amount of any Security; (iv) change the Final Maturity Date of any Security, affect the terms of any scheduled payment of interest on or principal of the Securities, or change the date on which any Securities may be subject to redemption (other than a change to the required notice period), or reduce alter the redemption price thereforprovisions contained in this Indenture or the Securities in any manner adverse to any Holder; (4) make any Securities payable in money other than that stated in the Securities; (5v) make any change in provisions of this Indenture protecting the contractual right of each Holder to receive payment of principal of and interest on such Security 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 the Securities to waive Defaults or Events of Default Default; (vi) make any changes in Section 6.04, 6.07 or this Section 9.02; (vii) make the principal of, or the interest on any Security payable in money other than Defaults or Events of Default with respect to as provided for in this Indenture, the payment of principal of or interest Securities and the Guarantees as in effect on the Securities); orIssue Date; (6viii) make any changes in the provisions described in Section 4.21 or in the obligations of the Company to make a Net Proceeds Offer or an Excess Cash Flow Offer or the definitions related thereto that could adversely affect the rights of any Holder of the Securities; (ix) take any action that would subordinate the Securities or the Guarantees to any other Indebtedness of the Company or any of its Subsidiaries, respectively, or otherwise affect the ranking of the Securities or the Guarantees. ; or (x) reduce the percentage of Holders necessary to consent to an amendment, supplement or waiver to this Indenture. (c) Subject to Section 6.07, with the written consent (which may include consents obtained in connection with a tender offer or exchange offer for Securities) of the Holder or Holders of at least 66.7% in aggregate principal amount of the outstanding Securities voting together as a single class, the Company and the Collateral Agent may release all or substantially all of the Notes Collateral. (d) It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. . (e) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer 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, waiver or supplemental indenture.

With Consent of Holders. Subject to Section 6.07, the Issuer and the Trustee, together, with (a) With the written consent of the Holder or Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the then outstanding Securities, subject to Section 6.07, the Company and the Guarantors, when authorized by a Board Resolution, and the Trustee, together, may amend or supplement this Indenture Indenture, the Securities or the SecuritiesGuarantee, without notice to any other Securityholders. Subject to Section 6.07, the The Holder or Holders of a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities may may, subject to Section 6.07, waive compliance by the Issuer or the Company with any provision of this Indenture or the Securities without notice to any other Securityholder. . (b) Without the consent of each Securityholder affected, however, no amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may: (1i) reduce the amount of Securities whose Holders must consent to an amendment, supplement or waiver; (2ii) reduce the rate of or extend change the time for payment of interest, including defaulted interest, on any Securities; (3iii) reduce the principal of or change or have the effect of changing the fixed maturity of any Securities, or change the date on which any Securities may be subject to redemption (other than a change to the required notice period)or repurchase, or reduce the redemption or repurchase price therefor; (4iv) make any Securities payable in money other than that stated in the Securities; (5v) make any change in provisions of this Indenture protecting the contractual right of each Holder to receive payment of principal of and premium and interest on such Security 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 the Securities to waive Defaults or Events of Default Default; (other than Defaults vi) after the Company's obligation to purchase Securities thereunder arises, amend, modify or Events change the obligation of Default the Company to make or consummate a Change of Control Offer, or, an Asset Sale Offer, or waive any default in the performance thereof or modify any of the provisions or definitions with respect to the payment any Change of principal of Control Offer or interest on the Securities)Asset Sale Offer; or (6vii) adversely affect modify the provisions or definitions with respect to subordination or ranking of the Securities or any Guarantee in a way that adversely affects the GuaranteesHolders of Securities; or (viii) release any Guarantor that is a Significant Subsidiary from any of its obligations under its Guarantee or this Indenture otherwise in accordance with the terms of this 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. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer 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, waiver or supplemental indenture. No amendment of, or supplement or waiver to, this Indenture shall adversely affect the rights of the holders of any Senior Indebtedness or Guarantor Senior Indebtedness under Article Eleven or Article Thirteen, as the case may be (including any defined terms as used therein) without the consent of each holder of Senior Indebtedness or Guarantor Senior Indebtedness affected thereby.

With Consent of Holders. Subject to Section 6.07The Company, the Issuer Subsidiary Guarantors and the Trustee, together, with the written consent of the Holder or Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities, Trustee may amend or supplement this Indenture or the Securities, without notice to any other Securityholders. Subject to Section 6.07, the Holder or Holders of a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities may waive compliance by the Issuer or the Company with any provision of this Indenture or the Securities without notice to any other SecurityholderSecurityholder but with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities). Without However, without the consent of each Securityholder affected, however, no amendment, supplement or waiver, including a waiver pursuant to Section 6.04, mayan amendment may not: (1) reduce the amount of Securities whose Holders must consent to an amendment, supplement or waiver; (2) reduce the stated rate of or extend the stated time for payment of interest, including defaulted interest, interest on any SecuritiesSecurity; (3) reduce the principal of or change or have extend the effect of changing the fixed maturity Stated Maturity of any Securities, or change the date on which any Securities may be subject to redemption (other than a change to the required notice period), or reduce the redemption price thereforSecurity; (4) reduce the premium payable upon the redemption or repurchase of any Security or change the time at which any Security may or shall be redeemed or repurchased as described above under SECTION 3.6, SECTION 3.8 (including an amendment to the definition of "Change of Control") or ARTICLE V or any similar provision, whether through an amendment to or waiver of SECTION 3.6, SECTION 3.8 or ARTICLE V, a definition or otherwise; (5) make any Securities Security payable in money other than that stated in the SecuritiesSecurity; (56) make any change in provisions of this Indenture protecting impair the contractual right of each any Holder to receive payment of principal of of, premium, if any, and interest on such Security Holder's Securities on or after the due date thereof dates therefor or to bring institute suit to enforce such payment, for the enforcement of any payment on or permitting Holders of a majority in principal amount of the Securities to waive Defaults or Events of Default (other than Defaults or Events of Default with respect to the payment of principal of or interest on the such Holder's Securities); or (67) adversely affect make any change to the ranking of amendment provisions which require each Holder's consent or to the Securities or the Guaranteeswaiver provisions. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver amendment under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders affected thereby Securityholders a notice briefly describing the such amendment, supplement or waiver. Any The failure of the Issuer to mail give such noticenotice to all Securityholders, or any defect therein, shall not, however, in any way not impair or affect the validity of any such amendment, supplement, waiver or supplemental indenturean amendment under this Section.

With Consent of Holders. Subject to Section 6.07The Company, the Issuer Subsidiary Guarantors and the TrusteeTrustee may amend or supplement this Indenture, together, the Securities and the Subsidiary Guarantees with the written consent of the Holder or Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the Securities then outstanding (including without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities). Any past default, may amend Default or supplement noncompliance with the provisions of this Indenture Indenture, the Securities or the SecuritiesSubsidiary Guarantees (other than a Default or Event of Default in the payment of the principal of, without notice to any other Securityholders. Subject to premium, if any, or interest on a Security (except in accordance with Section 6.07, 6.4)) may be waived with the Holder or written consent of the Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the Securities then outstanding Securities may waive compliance by the Issuer (including, without limitation, consents obtained in connection with a purchase of, or the Company with any provision of this Indenture tender offer or the Securities exchange offer for, Securities). However, without notice to any other Securityholder. Without the consent of each Securityholder Holder of an outstanding Security affected, however, no an amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may: may not: (1i) reduce the principal amount of Securities whose Holders must consent to an amendment, supplement or waiver; ; (2ii) reduce the rate of or extend the time for payment of interest, including defaulted interest, interest on any Securities; Security; (3iii) reduce the principal of or change or have extend the effect of changing the fixed maturity Stated Maturity of any Securities, Security; (iv) waive a Default or change the date on which any Securities may be subject to redemption (other than a change to the required notice period), or reduce the redemption price therefor; (4) make any Securities payable in money other than that stated Event of Default in the Securities; (5) make any change in provisions of this Indenture protecting the contractual right of each Holder to receive payment of principal of and interest on such Security on or after the due date thereof or to bring suit to enforce such paymentof, or permitting in the payment of, or interest or premium, if any, on the Securities issued hereunder (except a rescission of acceleration of the Securities issued hereunder by the Holders of at least a majority in aggregate principal amount of the Securities to waive Defaults or Events of Default (other than Defaults or Events of Default issued hereunder with respect to a nonpayment default and a waiver of the payment of principal of or interest on the Securities); or (6) adversely affect the ranking of the Securities or the Guarantees. 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 default that resulted from such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall 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, shall not, however, in any way impair or affect the validity of any such amendment, supplement, waiver or supplemental indenture.acceleration):

With Consent of Holders. Subject to Section 6.07, the Issuer Holdings, when authorized by a Board Resolution, and the TrusteeTrustee may modify, togetheramend or supplement, or waive compliance by Holdings with any provision of, this Indenture or the Securities with the written consent of the Holder or Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities, may amend or supplement this Indenture or the Securities. However, without notice to any other Securityholders. Subject to Section 6.07, the Holder or Holders of a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities may waive compliance by the Issuer or the Company with any provision of this Indenture or the Securities without notice to any other Securityholder. Without the consent of each Securityholder Holder affected, howeverno such modification, no amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may: (1a) [reserved]; (b) reduce the principal amount of or change the Stated Maturity of any Security or alter the provisions with respect to the repurchase or redemption of the Securities whose Holders must consent (other than provisions relating to an amendment, supplement Section 4.07 or waiver4.13); (2c) reduce the rate of or extend change the time for payment of interest, including defaulted interest, interest on any SecuritiesSecurity; (3) reduce the principal of or change or have the effect of changing the fixed maturity of any Securities, or change the date on which any Securities may be subject to redemption (other than a change to the required notice period), or reduce the redemption price therefor; (4d) make any Securities Security payable in money other than that stated in the Securities; (5e) make any change in the provisions of this Indenture protecting relating to the contractual right rights of Holders of Securities to receive payments of principal of or premium, if any, or interest on the Securities; (f) modify any provisions of Section 6.04 (other than to add sections of this Indenture or the Securities subject thereto) or 6.07 or this Section 9.02 (other than to add sections of this Indenture or the Securities which may not be modified, amended, supplemented or waived without the consent of each Holder to receive payment affected); (g) reduce the percentage of principal of and interest on such Security 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 outstanding Securities necessary for amendment to or waiver of compliance with any provision of this Indenture or the Securities to or for waiver of any Default in respect thereof; (h) waive Defaults a Default or Events Event of Default (other than Defaults or Events of Default with respect to in the payment of principal of or premium, if any, or interest on the SecuritiesSecurities (except a rescission of acceleration of the Securities by the Holders thereof as provided in Section 6.02 and a waiver of the payment default that resulted from such acceleration); (i) waive a mandatory repurchase or redemption payment with respect to any Security required by Section 4.07 or 4.13; or (6j) adversely affect modify the ranking or priority of any Security in any manner adverse to the Holders of the Securities or the GuaranteesSecurities. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Holdings shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Holdings to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement, waiver supplement or supplemental indenture.waiver. 60 -55-

With Consent of Holders. Subject to Except as provided below in this Section 6.079.02, the Issuer Company, the Subsidiary Guarantors, if any, and the Trustee, together, with the written consent of the Holder or Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities, Trustee may amend or supplement this Indenture with the consent (including consents obtained in connection with a tender offer or the Securities, without notice to exchange offer for Securities of any other Securityholders. Subject to Section 6.07, the Holder one or Holders more series or all series or a solicitation of a majority consents in aggregate principal amount, unless a greater principal amount is specified herein, respect of Securities of any one or more series or all series) of the outstanding Securities may waive compliance by the Issuer or the Company with any provision of this Indenture or the Securities without notice to any other Securityholder. Without the consent of each Securityholder affected, however, no amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may: (1) reduce the amount of Securities whose Holders must consent to an amendment, supplement or waiver; (2) reduce the rate of or extend the time for payment of interest, including defaulted interest, on any Securities; (3) reduce the principal of or change or have the effect of changing the fixed maturity of any Securities, or change the date on which any Securities may be subject to redemption (other than a change to the required notice period), or reduce the redemption price therefor; (4) make any Securities payable in money other than that stated in the Securities; (5) make any change in provisions of this Indenture protecting the contractual right of each Holder to receive payment of principal of and interest on such Security 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 the then outstanding Securities to waive Defaults of all series affected by such amendment or Events of Default supplement (other than Defaults or Events of Default with respect to acting as one class). Upon the payment of principal of or interest on the Securities); or (6) adversely affect the ranking request of the Securities 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 and the Subsidiary Guarantors in the execution of such amendment or the Guaranteessupplemental 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 one or more series or of all series (acting as one class) may waive compliance in a particular instance by the Company or any Subsidiary Guarantor with any provision of this Indenture with respect to Securities of such series (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, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not: (1) reduce the amount of Securities whose Holders must consent to an amendment, supplement or waiver; (2) reduce the rate of or change the time for payment of interest, including default interest, on any Security; (3) reduce the principal of, any premium on or any mandatory sinking fund payment with respect to, or change the Stated Maturity of, any Security or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 6.02; (4) reduce the premium, if any, payable upon the redemption of any Security or change the time at which any Security may or shall be redeemed; (5) change any obligation of the Company or any Subsidiary Guarantor to pay Additional Amounts with respect to any Security; (6) change the coin or currency or currencies (including composite currencies) in which any Security or any premium, interest or Additional Amounts with respect thereto are payable; (7) impair the right to institute suit for the enforcement of any payment of principal of, premium (if any) or interest on or any Additional Amounts with respect to any Security pursuant to Section 6.07 and Section 6.08, except as limited by Section 6.06; (8) make any change in the percentage of principal amount of Securities necessary to waive compliance with certain provisions of this Indenture pursuant to Section 6.04 or Section 6.07 or make any change in this sentence of Section 9.02; (9) if applicable, make any change that materially and adversely affects the right to convert any Security; or (10) waive a continuing Default or Event of Default in the payment of principal of, premium (if any) or interest on or Additional Amounts with respect to the Securities. A supplemental indenture that changes or eliminates any covenant or other provision of this 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. 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 or any Subsidiary Guarantor 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 required or sought as of a date identified by the Company or such Subsidiary Guarantor in a notice furnished to Holders in accordance with the terms of this Indenture. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall mail transmit to the Holders of each Security affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail transmit such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement, waiver supplement or supplemental indenturewaiver.

With Consent of Holders. Subject to Section 6.07, the Issuer Company and the Guarantor (when authorized by Board Resolutions) and the Trustee, together, with the written writ- ten consent of the Holder or Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities, may amend or supplement this Indenture or Indenture, the Securities, Securities and the Guarantee without notice to any other SecurityholdersHolders. Subject to Section 6.07, the Holder or Holders of a majority majori- ty in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities may waive compliance by the Issuer Company or the Company Guarantor with any provision of this Indenture In- denture or the Securities without notice to any other SecurityholderHolder. Without the consent of each Securityholder Holder affected, however, no amendment, supplement or waiverwaiv- er, including a waiver pursuant to Section 6.04, may: (1) reduce the principal amount of Securities whose Holders must consent to an amendment, supplement or waiverwaiver of any provision of this Indenture, the Securities or the Guarantee; (2) reduce the rate of or extend change or have the effect of changing the time for payment of interest, including defaulted default interest, on any SecuritiesSecurity; (3) reduce the principal amount of or any Security; (4) change or have the effect of changing the fixed maturity Final Maturity Date of any SecuritiesSecurity, or change the date on which any Securities may be subject to redemption (other than a change to the required notice period), or reduce alter the redemption price therefor; (4) make or repurchase provisions contained in this Indenture or the Securities in a manner adverse to any Securities payable in money other than that stated in the Securities; Holder; (5) make any change in provisions of this Indenture protecting the contractual right of each Holder to receive payment of principal of and interest on such Security 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 the Securities to waive Defaults or Events of Default (other than Defaults or Events of Default with respect to the payment of principal of or interest on the Securities); or (6) adversely affect the ranking of the Securities or the Guarantees. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall 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, shall not, however, in any way impair or affect the validity of any such amendment, supplement, waiver or supplemental indenture.Default;

With Consent of Holders. Subject to Section 6.07The Company, the Issuer REIT, the Guarantors, the Trustee and the TrusteeCollateral Agent (in the case of any Security Document), togetherif applicable, may amend this Indenture, the Securities or the other Note Documents with the written consent of the Holder or Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the Securities then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Securities), may amend and any past default or supplement compliance with any provisions of this Indenture Indenture, the Securities or the Securities, without notice to any other Securityholders. Subject to Section 6.07, Note Documents may also be waived with the Holder or consent of the Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities may waive compliance by the Issuer or the Company with any provision of this Indenture or the Securities then outstanding. However, without notice to any other Securityholder. Without the consent of each Securityholder affectedaffected thereby, however, no amendment, supplement an amendment or waiver, including a waiver pursuant to Section 6.04, maymay not: (1) reduce the amount of Securities whose Holders must consent to an amendment, supplement amendment or waiver; (2) reduce the rate of or extend the time for payment of interest, including defaulted interest, interest on any SecuritiesSecurity; (3) reduce the principal of or change or have extend the effect of changing the fixed maturity Stated Maturity of any Securities, or change the date on which any Securities may be subject to redemption (other than a change to the required notice period), or reduce the redemption price thereforSecurity; (4) reduce the amount payable upon the redemption of the Securities or change the time at which any Security may be redeemed as described in Section 3.07(b); (5) (a) after the obligation of the Company to make an Asset Sale Excess Proceeds Offer with respect to an Asset Sale has arisen in accordance with Section 4.03, reduce the Asset Sale Excess Proceeds Offer Price or amend or modify in any manner adverse to the rights of the Holders of the Securities the Company’s obligation to pay the Asset Sale Excess Proceeds Offer Price; or (b) after the obligation of the Company to make an Collateral Release Excess Proceeds Offer with respect to an Release Trigger Event has arisen in accordance with Section 4.04, reduce the Collateral Release Excess Proceeds Offer Price or amend or modify in any manner adverse to the rights of the Holders of the Securities the Company’s obligation to pay the Collateral Release Excess Proceeds Offer Price; (6) make any Securities Security payable in money other than that stated in the SecuritiesSecurity; (57) make any change in provisions of this Indenture protecting impair the contractual right of each any Holder to receive payment of principal of and interest and relevant or applicable premium, Acceleration Premium or redemption price on such Security Holder’s Securities or to receive payment or delivery of Common Stock (including, in connection with a Make-Whole Fundamental Change, Additional Shares) or cash or other consideration, together with cash in lieu thereof in respect of any fractional shares, due upon exchange of such Holder’s Securities, in each case, on or after the due date thereof dates therefor or to bring institute suit for the enforcement of any payment or delivery on or with respect to enforce such paymentHolder’s Securities; (8) expressly subordinate the Securities or any Note Guarantee in right of payment or otherwise modify the ranking in right of payment thereof to any other Indebtedness of the Company, the REIT or the Guarantors; (9) make any change in the provisions of the Collateral Agency and Intercreditor Agreement or this Indenture dealing with the application of proceeds of the Collateral that would adversely affect the Securityholders; (10) make any change in Section 6.04 or 6.07 or the second sentence of this Section; (11) make any change in, or permitting release other than in accordance with the provisions of this Indenture, any Note Guarantee that would adversely affect the Securityholders; (12) waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, on, the Securities (except a rescission of acceleration of the Securities by the Holders of at least a majority in aggregate principal amount of the then outstanding Securities to waive Defaults or Events and a waiver of Default (other than Defaults or Events of Default with respect to the payment of principal of or interest on the Securitiesdefault that resulted from such acceleration); or (613) adversely affect reduce the ranking Fundamental Change Purchase Price of any Security or amend or modify in any manner adverse to the rights of the Holders of the Securities or the GuaranteesCompany’s obligation to pay the Fundamental Change Purchase Price. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an A consent to any amendment or waiver under this Indenture by any Holder of Securities given in connection with a tender of such Holder’s Securities shall not be rendered invalid by such tender. In addition, any amendment to, or waiver of, the provisions of the Note Documents that has the effect of releasing all or substantially all of the Collateral from the Liens securing the Securities or subordinating Liens securing the Securities (except as permitted by the terms of the Note Documents) will require the consent of the Holders of at least 66-2/3% in principal amount of the Securities then outstanding. Upon the written request of the Company and the REIT accompanied by a resolution of the Board of Directors of the Company and a resolution of the Board of Directors of the REIT authorizing the execution of any supplemental indenture entered into to effect any such amendment, supplement or waiver permitted under the terms of this Section, and upon receipt by the Trustee (and the Collateral Agent to the extent applicable) of the documents described in Section 9.06, the Trustee (and the Collateral Agent to the extent applicable) shall join with the Company and the REIT in the execution of such supplemental indenture or supplement or amendment to the Note Documents. After an amendment under this Section 9.02 becomes effective, the Issuer Company shall mail send to the Holders affected thereby Securityholders a notice briefly describing the such amendment, supplement or waiver. Any The failure of the Issuer to mail give such noticenotice to all Securityholders, or any defect therein, shall not, however, in any way not impair or affect the validity of any such amendment, supplement, waiver or supplemental indenturean amendment under this Section.

With Consent of Holders. Subject to Section 6.07, the Issuer The Company and the Trustee, together, Trustee may amend or supplement this Indenture or the Securities with the written consent of the Holder or Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities, may amend or supplement this Indenture or the Securities, without notice to any other SecurityholdersSecurities then outstanding. Subject to Section 6.07, the Holder or The Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the Securities then outstanding Securities may waive compliance in a particular instance by the Issuer or the Company with any provision of this Indenture or the Securities without notice to any other Securityholder. Without However, notwithstanding the foregoing but subject to Section 11.4, without the written consent of each Securityholder affected, however, no an amendment, supplement or waiver, including a waiver pursuant to Section 6.048.4, maymay not: (1) reduce the percentage of the aggregate principal amount of the outstanding Securities whose Holders must consent to an amendment, supplement or waiver; (2) reduce the rate of or extend change the time for payment of interest, including defaulted interest, interest on any SecuritiesSecurity; (3) reduce the principal of or premium on or change or have the effect of changing the fixed maturity of any Securities, or change the date on which any Securities may be subject to redemption (other than a change to the required notice period), or reduce the redemption price thereforSecurity; (4) alter the conversion provisions with respect to any Security in a manner adverse to the Holder thereof, (5) waive a default in the payment (whether at maturity, upon redemption, on an interest payment date, on a Change in Control Payment Date or otherwise) of the principal of (including any premium) or interest on any Security; (6) make any changes in Section 8.4 or in this Section 11.2, except to increase any percentage in aggregate principal amount of outstanding Securities required for any amendment, supplement or waiver; (7) modify the provisions of Article 5 in a manner adverse to the Holders; or (8) make any Security payable in money other than that stated in the Securities; (5) make any change in provisions of this Indenture protecting the contractual right of each Holder to receive payment of principal of and interest on such Security 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 the Securities to waive Defaults or Events of Default (other than Defaults or Events of Default with respect to the payment of principal of or interest on the Securities); or (6) adversely affect the ranking of the Securities or the GuaranteesSecurity. It shall not be necessary for the consent of the Holders under this Section 9.02 11.2 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 11.2 becomes effective, the Issuer Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplementsupplement or waiver. An amendment or supplement under this Section 11.2 or under Section 1.1 may not make any change that adversely affects the rights under Article 5 of any holder of an issue of Senior Indebtedness unless the holders of that issue, waiver or supplemental indenturepursuant to its terms, consent to the change.

With Consent of Holders. Subject to Section 6.07, the Issuer Company and the Guarantors (when authorized by Board Resolutions) and the Trustee, together, with the written consent of the Holder or Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities, may amend or supplement this Indenture or the Securities, without notice to any other Securityholders. Subject to Section 6.07, the Holder or Holders of a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities may waive compliance by the Issuer or the Company with any provision of this Indenture or the Securities without notice to any other Securityholder. Without the consent of each Securityholder affected, however, no amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may: (1) reduce change the principal amount of Securities whose Holders must consent to an amendment, supplement or waiverwaiver of any provision of this Indenture, the Securities or the Guarantees; (2) reduce the rate of or extend change the time for payment of interest, including defaulted default interest, on any SecuritiesSecurity; (3) reduce the principal of or change or have the effect of changing the fixed maturity amount of any Securities, or change the date on which any Securities may be subject to redemption (other than a change to the required notice period), or reduce the redemption price thereforSecurity; (4) make change the Final Maturity Date of any Security, or alter the redemption or repurchase provisions contained in this Indenture or the Securities payable in money other than that stated in the Securitiesa manner adverse to any Holder; (5) make any change in provisions of this Indenture protecting the contractual right of each Holder to receive payment of principal of and interest on such Security 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 the Securities to waive Defaults or Events of Default (other than Defaults or Events of Default with respect to the payment of principal of or interest on the Securities); orDefault; (6) adversely make any changes in Section 6.04, 6.07 or this Section 9.02; (7) make the principal of, or the interest on any Security payable in money other than as provided for in this Indenture, the Securities and the Guarantees as in effect on the date hereof; (8) affect the ranking of the Securities or the Guarantees, in each case in a manner adverse to the Holders; (9) amend, modify or change the obligation of the Company to make or consummate a Change of Control Offer an Asset Sale Offer or waive any default in the performance thereof or modify any of the provisions or definitions with respect to any such offers; or (10) release any Guarantor from any of its obligations under its Guarantee or this Indenture otherwise than in accordance with the terms of this 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. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail 95 -88- such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement, waiver or supplemental indenture.

With Consent of Holders. Subject to Except as provided in this ----------------------- Section 6.079.02 and Section 9.01, this Indenture, the Issuer Securities, the Security Guarantees and the Trustee, together, Pledge Agreement may be amended or supplemented without notice to any Securityholders but with the written consent of the Holder or Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, at maturity of the Securities then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities), may amend and any existing default or supplement this Indenture or the Securities, without notice to any other Securityholders. Subject to Section 6.07, the Holder or Holders of a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities may waive compliance by the Issuer or the Company noncompliance with any provision of this Indenture or the Securities may be waived with the consent of the Holders of a majority in principal amount at maturity of the then outstanding Securities (including consents obtained in connection with a tender offer or exchange offer for Securities). However, without notice to any other Securityholder. Without the consent of each Securityholder affectedHolder affected thereby, however, no amendment, supplement an amendment or waiver, including waiver may not (with respect to any Securities held by a waiver pursuant to Section 6.04, may:non- consenting Holder): (1i) reduce the principal amount at maturity of Securities whose Holders must consent to an amendment, supplement or waiver;, (2ii) reduce the principal of, change the fixed maturity of any Security, reduce any premium payable upon optional redemption of the Securities or otherwise alter the provisions with respect to the redemption or repurchase of the Securities (other than provisions relating to the covenants described in Sections 3.09, 4.06 and 4.08, (iii) reduce the rate of or extend change the time for payment of interest, including defaulted interest, interest on any Securities; (3) reduce the principal of or change or have the effect of changing the fixed maturity of any Securities, or change the date on which any Securities may be subject to redemption (other than a change to the required notice period)Security, or reduce the redemption price therefor;rate of accretion on the Accreted Value or extend the period during which no interest accrues on the Securities, (4iv) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Securities (except a rescission of acceleration of the Securities by the Holders of at least a majority in aggregate principal amount of the Securities and a waiver of the payment default that resulted from such acceleration), (v) make any Securities Security payable in money other than that stated in the Securities;, (5vi) impair the rights of Holders of the Securities to receive payments of principal of or premium, if any, on the Securities, (vii) make any change in provisions of to Section 6.04 or 6.07 or this Indenture protecting the contractual right of each Holder to receive payment of principal of and interest on such Security on or after the due date thereof or to bring suit to enforce such payment9.02, or permitting Holders of a majority in principal amount of the Securities to waive Defaults or Events of Default (other than Defaults or Events of Default with respect to the payment of principal of or interest on the Securities); or (6viii) adversely affect except as permitted by this Indenture, release any Security Guarantee or any collateral under the ranking of the Securities or the GuaranteesPledge Agreement. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver amendment under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders affected thereby Securityholders a notice briefly describing the such amendment, supplement or waiver. Any The failure of the Issuer to mail give such noticenotice to all Securityholders, or any defect therein, shall not, however, in any way not impair or affect the validity of any such amendment, supplement, waiver or supplemental indenturean amendment under this Section.

With Consent of Holders. Subject to Section 6.07, the Issuer (a) The Company and the Trustee, together, Trustee may amend this Indenture or the Securities with the written consent of the Holder or Holders of at least a majority in aggregate principal amount, unless a greater outstanding principal amount is specified herein, of the outstanding Securities (including consents obtained in connection with a tender offer or exchange offer for the Securities) and any existing Default and its consequences (including, may amend without limitation, an acceleration of the Securities) or supplement compliance with any provision of this Indenture or the Securities may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Securities (including consents obtained in connection with a tender offer or exchange offer for the Securities). Furthermore, without notice subject to any other Securityholders. Subject to Section 6.07Sections 6.4 and 6.7, the Holder or Holders of a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the Securities then outstanding Securities (including consents obtained in connection with a tender offer or exchange offer for the Securities) may waive compliance in a particular instance by the Issuer or the Company with any provision of this Indenture or the Securities Securities. However, without notice to any other Securityholder. Without the consent of each Securityholder affectedHolder of a Security then outstanding, however, no amendment, supplement or waiver, including a waiver pursuant to Section 6.04, mayan amendment may not: (1) reduce the amount of Securities whose Holders must consent to an amendment, supplement or waiver; (2) reduce the rate of or extend the time for payment of interest, including defaulted interest, interest on any SecuritiesSecurity; (3) reduce the principal of or change or have extend the effect of changing the fixed maturity Stated Maturity of any Securities, or change the date on which any Securities may be subject to redemption (other than a change to the required notice period), or reduce the redemption price thereforSecurity; (4) reduce the premium payable upon the redemption or repurchase of any Security or change the time at which any Security may or shall be redeemed or repurchased in accordance with this Indenture; (5) make any Securities Security payable in money other than that stated in the Security; (6) modify or affect in any manner adverse to the Holders, the terms and conditions of the obligation of the Company for the due and punctual payment of the principal of or interest on Securities or to institute suit for the enforcement of any payment on or with respect to the Securities; (57) waive a Default or Event of Default in the payment of principal of, premium, if any, or interest on, or redemption payment with respect to, any Security (excluding any principal or interest due solely as a result of the occurrence of a declaration of an Event of Default); or (8) make any change in Section 6.4 or 6.7 or the third sentence of this Section; (9) 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 an offer with respect to any Asset Sale that has been consummated or modify any of the provisions or definitions with respect thereto; (10) modify or change any provision of the Indenture or the related definitions affecting the ranking of the Securities in a manner which adversely affects the Holders; or (11) make any change in the amendment provisions which require each holder's consent or in the waiver provisions. (b) Upon the request of the Company accompanied by a Board Resolution of its respective Board of Directors authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Securityholders as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.6, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture protecting or otherwise, in which case the contractual right of each Holder Trustee may in its discretion, but shall not be obligated to, decline to receive payment of principal of and interest on enter into such Security 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 the Securities to waive Defaults or Events of Default (other than Defaults or Events of Default with respect to the payment of principal of or interest on the Securities); orsupplemental indenture. (6c) adversely affect the ranking of the Securities or the Guarantees. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. . (d) After an amendment, supplement or waiver amendment under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders affected thereby Securityholders a notice briefly describing the such amendment, supplement or waiver. Any The failure of the Issuer to mail give such noticenotice to all Securityholders, or any defect therein, shall not, however, in any way not impair or affect the validity of any such amendment, supplement, waiver or supplemental indenturean amendment under this Section.

With Consent of Holders. Subject to Section 6.07, the Issuer The Company and the Trustee, together, Trustee may ----------------------- amend this Indenture or the Securities without notice to any Securityholder but with the written consent of the Holder or Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the Securities then outstanding Securities, may amend (including consents obtained in connection with a tender offer or supplement this Indenture or exchange offer for the Securities). However, without notice to any other Securityholders. Subject to Section 6.07, the Holder or Holders of a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities may waive compliance by the Issuer or the Company with any provision of this Indenture or the Securities without notice to any other Securityholder. Without the consent of each Securityholder affectedaffected thereby, however, no amendment, supplement or waiver, including a waiver pursuant to Section 6.04, mayan amendment may not: (1) reduce the amount of Securities whose Holders must consent to an amendment, supplement or waiver; (2) reduce the rate of or extend the time for payment of interest, including defaulted interest, interest on any SecuritiesSecurity; (3) reduce the principal of or change or have extend the effect of changing the fixed maturity Stated Maturity of any Securities, or change the date on which any Securities may be subject to redemption (other than a change to the required notice period), or reduce the redemption price thereforSecurity; (4) make any Securities payable in money other than that stated in impair the Securities; (5) make any change in provisions of this Indenture protecting the contractual right of each any Holder to receive payment of principal of and interest on such Security Xxxxxx's Securities on or after the due date thereof dates therefor or to bring institute suit to enforce such payment, for the enforcement of any payment on or permitting Holders of a majority in principal amount of the Securities to waive Defaults or Events of Default (other than Defaults or Events of Default with respect to such Xxxxxx's Securities; (5) reduce the payment amount payable upon the redemption or repurchase of principal any Security under Article III or Section 4.07 or 4.12, change the time at which any Security may be redeemed in accordance with Article III, or, at any time after a Change of Control or Asset Sale has occurred, change the time at which any Change of Control Offer or Prepayment Offer must be made or at which the Securities must be repurchased pursuant to such Change of Control Offer or Prepayment Offer; (6) make any Security payable in money other than that stated in the Security; (7) release any security interest on that may have been granted in favor of the Securities)Holders other than pursuant to the terms of the agreement granting that security interest; (8) make any change in Section 6.04 or 6.07 or the second sentence of this Section; or (69) adversely affect subordinate the ranking Securities to any other obligation of the Securities or the GuaranteesCompany. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver amendment under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders affected thereby Securityholders a notice briefly describing the such amendment, supplement or waiver. Any The failure of the Issuer to mail give such noticenotice to all Securityholders, or any defect therein, shall not, however, in any way not impair or affect the validity of any such amendment, supplement, waiver or supplemental indenturean amendment under this Section.

With Consent of Holders. Subject to Section 6.07The Company, the Issuer Guarantors and the TrusteeTrustee may amend this Indenture, together, the Subsidiary Guarantees and the Securities without notice to any Holder but with the written or electronic consent of the Holder or Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the Securities then outstanding Securities, may amend or supplement this Indenture or the Securities(including, without notice limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities), and subject to any other Securityholders. Subject to the provisions of Section 6.07, 7.05 past Defaults or compliance with the Holder or Holders of a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities may waive compliance by the Issuer or the Company with any provision provisions of this Indenture or the Securities issued hereunder or related Subsidiary Guarantees may be waived with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including, without notice to any other Securityholderlimitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities). Without However, without the consent of each Securityholder Holder affected, however, no amendment, supplement an amendment or waiver, including a waiver pursuant to Section 6.04, maymay not: (1a) reduce the percentage in aggregate principal amount of Securities whose Holders must consent to an amendment, supplement amendment or waiverwaive any past default; (2b) reduce the rate of or extend the stated time for payment of interest, including defaulted interestAdditional Interest, or premium, on any SecuritiesSecurity; (3c) reduce the principal of or change the Stated Maturity of any Security; (d) otherwise impair the right of any Holder to receive payment of principal of, interest (including any Additional Interest) or have premium, if any, on such Holder’s Securities on or after the effect due dates therefor or to institute suit for the enforcement of changing any payment on or with respect to such Holder’s Securities; (e) make any change that impairs or adversely affects the fixed maturity conversion rights of any Securities, or change the date on which any Securities may be subject to redemption (other than a change to the required notice period), or reduce the redemption price thereforSection 12.04; (4f) release any Guarantor from any of its obligations under its Subsidiary Guarantee or this Indenture, except in accordance with this Indenture; (g) reduce the Fundamental Change Purchase Price or amend or modify in any manner adverse to Holders of the Securities the Company’s obligation to make any such payment; (h) make any Securities Security payable in money currency other than that stated in the Securities; Security (5) make any change it being understood that all references to cash in provisions of this Indenture protecting the contractual right of each Holder to receive payment of principal of and interest on such Security 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 the Securities are to waive Defaults or Events of Default (other than Defaults or Events of Default with respect to the payment of principal of or interest on the SecuritiesU.S. legal tender); or (6i) adversely affect make any changes to the ranking of amendment provisions which require each Holder’s consent or to the Securities or the Guaranteeswaiver provisions. It shall not be necessary for the consent of the Holders under this Section 9.02 10.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement A consent to any amendment or waiver under this Indenture by any Holder of the Securities given in connection with a tender or exchange of such Holder’s Securities will not be rendered invalid by such tender or exchange. After an amendment under this Section 9.02 10.02 becomes effective, the Issuer Company shall mail to the Holders affected thereby a notice briefly describing the such amendment, supplement or waiver. Any The failure of the Issuer to mail give such noticenotice to all Holders, or any defect therein, shall not, however, in any way not impair or affect the validity of any such amendment, supplement, waiver or supplemental indenturean amendment under this Section 10.02.

With Consent of Holders. Subject to Section 6.07, the Issuer Company and the Subsidiary Guarantors (when authorized by Board Resolutions) and the Trustee, together, with the written consent (which may include consents obtained in connection with a tender offer or exchange offer for Securities) of the Holder or Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities, may amend or supplement this Indenture Indenture, the Securities or the Securities, Guarantees without notice to any other SecurityholdersHolders of Securities. Subject to Section 6.07, the Holder or Holders of a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities may by written consent (which may include consents obtained in connection with a tender offer for Securities) waive any existing Default (other than any continuing Default or Event of Default in the payment of the principal amount of, premium, if any, or interest on Securities) under, or compliance by the Issuer or the Company with any provision of of, this Indenture or the Securities without notice to any other SecurityholderHolder of Securities. Without the consent of each Securityholder affected, however, Holder of Securities affected no such amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may: (1) reduce : change the principal amount of Securities whose Holders must consent to an amendment, supplement or waiver; (2) waiver of any provision of this Indenture, the Securities, the Guarantees; reduce the rate of or extend change the time for payment of interest, including defaulted default interest, on any Securities; (3) Security; reduce the principal of or change or have the effect of changing the fixed maturity amount of any Security; change the Final Maturity Date of any Security, affect the terms of any scheduled payment of interest on or principal of the Securities, or change the date on which any Securities may be subject to redemption (other than a change to the required notice period), or reduce alter the redemption price therefor; (4) make provisions contained in this Indenture or the Securities in any Securities payable in money other than that stated in the Securities; (5) manner adverse to any Holder; make any change in provisions of this Indenture protecting the contractual right of each Holder to receive payment of principal of and interest on such Security 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 the Securities to waive Defaults or Events of Default (Default; make any changes in Section 6.04, 6.07 or this Section 9.02; make the principal of, or the interest on any Security payable in money other than Defaults or Events of Default with respect to as provided for in this Indenture, the payment of principal of or interest Securities and the Guarantees as in effect on the date hereof; make any changes in the provisions described in Section 4.20 or in the obligations of the Company to make a Net Proceeds Offer or Special Offer or the definitions related thereto that could adversely affect the rights of any Holder of the Securities); or (6) adversely or take any action that would subordinate the Securities or the Subsidiary Guarantees to any other Indebtedness of the Company or any of its Subsidiaries, respectively, or otherwise affect the ranking of the Securities or the Subsidiary Guarantees. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer 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, waiver or supplemental indenture.

With Consent of Holders. Subject to Section 6.07(a) The Company, the Issuer Note Guarantors and the TrusteeTrustee may amend this Indenture, togetherthe Securities, the Security Documents or the Intercreditor Agreement without notice to any Holder but with the written consent of the Holder or Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange for, or purchase of, the Securities, may amend or supplement ) and compliance with any provisions of this Indenture or may be waived with the Securities, without notice to any other Securityholders. Subject to Section 6.07, written consent of the Holder or Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the Securities then outstanding Securities may waive compliance by (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Issuer or the Company with any provision of this Indenture or the Securities Securities). However, without notice to any other Securityholder. Without the consent of each Securityholder Holder affected, however, no amendment, supplement an amendment or waiver, including a waiver pursuant to Section 6.04, maymay not: (1i) reduce the amount of Securities whose Holders must consent to an amendment, supplement or waiver; (2ii) reduce the rate of or extend the time for payment of interestinterest (including Additional Interest, including defaulted interest, if any) on any SecuritiesSecurity; (3iii) reduce the principal of or change or have extend the effect of changing the fixed maturity Stated Maturity of any Securities, Security; (iv) reduce the premium payable upon the redemption of any Security or change the date on time at which any Securities Security may be subject to redemption (other than a change to the required notice period), or reduce the redemption price thereforredeemed in accordance with Article 3; (4v) make any Securities Security payable in money other than that stated in the SecuritiesSecurity; (5vi) make any change in provisions of this Indenture protecting impair the contractual right of each any Holder to receive payment of principal of of, and interest on (including Additional Interest, if any) on, such Security Holder's Securities on or after the due date thereof dates therefor or to bring institute suit to enforce such payment, for the enforcement of any payment on or permitting Holders of a majority in principal amount of the Securities to waive Defaults or Events of Default (other than Defaults or Events of Default with respect to such Holder's Securities; (vii) make any change in Section 6.04 or 6.07 or the payment second sentence of principal of or interest on the Securities)this Section 9.02; or (6viii) adversely affect modify the ranking of Note Guarantees in any manner adverse to the Securities or the GuaranteesHolders. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver amendment under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders affected thereby a notice briefly describing the such amendment, supplement or waiver. Any The failure of the Issuer to mail give such noticenotice to all Holders, or any defect therein, shall not, however, in any way not impair or affect the validity of any such amendment, supplement, waiver or supplemental indenturean amendment under this Section 9.02.

With Consent of Holders. Subject to Section 6.07, the Issuer The Company and the Trustee, together, with the written consent of the Holder or Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities, Trustee ------------------------ may amend or supplement this Indenture or the Securities, without notice to any other Securityholders. Subject to Section 6.07, the Holder or Holders of a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities may waive compliance by the Issuer or the Company with any provision of this Indenture or the Securities without notice to any other SecurityholderSecurityholder but with the written consent of the Holders of at least a majority in principal amount of the Securities. Without However, without the consent of each Securityholder affectedaffected thereby, however, no amendment, supplement or waiver, including a waiver pursuant to Section 6.04, mayan amendment may not: (1) reduce the amount of Securities whose Holders must consent to an amendment, supplement or waiver; (2) reduce the rate of or extend the time for payment of interest, including defaulted interest, interest on any SecuritiesSecurity; (3) reduce the principal of or change or have extend the effect of changing the fixed maturity Stated Maturity of any Securities, or change the date on which any Securities may be subject to redemption (other than a change to the required notice period), or reduce the redemption price thereforSecurity; (4) reduce the amount payable upon the redemption or repurchase of any Security, or change the time at which any Security may be redeemed in accordance with Article 3; (5) make any Securities Security payable in money other than that stated in the SecuritiesSecurity; (56) at any time after a Change of Control or Asset Disposition has occurred, change the time at which the related offer to purchase the Securities must be made or at which the Securities must be repurchased pursuant to such offer; (7) impair the right of any Holder to institute suit for enforcement of any payment on or with respect to such Holder's Securities or any Subsidiary Guaranty; or (8) make any change in Section 6.04 or 6.07 or the second sentence of this Section; (9) subordinate the Securities to any other obligation of the Company; or (10) make any change in provisions of this Indenture protecting the contractual right of each Holder to receive payment of principal of and interest on such Security 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 the Securities to waive Defaults or Events of Default (other than Defaults or Events of Default with respect to the payment of principal of or interest on the Securities); or (6) any Subsidiary Guaranty that would adversely affect the ranking of the Securities or the GuaranteesHolders. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver amendment under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders affected thereby Securityholders a notice briefly describing the such amendment, supplement or waiver. Any The failure of the Issuer to mail give such noticenotice to all Securityholders, or any defect therein, shall not, however, in any way not impair or affect the validity of any such amendment, supplement, waiver or supplemental indenturean amendment under this Section.

With Consent of Holders. Subject to Section 6.07The Company, the Issuer Subsidiary Guarantors and the Trustee, together, Trustee may amend this Indenture or the Securities of any Series without notice to any Holder but with the written consent of the Holder or Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the Securities of each Series then outstanding Securities, may amend (including consents obtained in connection with a tender offer or supplement this Indenture or exchange for the Securities) affected by such amendment. However, without notice to any other Securityholders. Subject to Section 6.07, the Holder or Holders of a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities may waive compliance by the Issuer or the Company with any provision of this Indenture or the Securities without notice to any other Securityholder. Without the consent of each Securityholder Holder affected, however, no amendment, supplement or waiver, including a waiver pursuant to Section 6.04, mayan amendment may not: (1) reduce the principal amount of Securities whose Holders must consent to an amendment, supplement or waiver; (2) reduce the rate of or extend the time for payment of interest, including defaulted default interest, on any SecuritiesSecurity; (3) reduce the principal of or change or have the effect of changing the fixed maturity Stated Maturity of any Securities, Security or change alter or waive any of the date on which any Securities may be subject to redemption (other than a change provisions with respect to the required notice period), or reduce redemption of the redemption price thereforSecurities; (4) reduce the amount payable upon the redemption of any Security or change the time at which such Security may be redeemed, if applicable; (5) make any Securities Security payable in money other than that stated in the SecuritiesSecurity; (56) in the case of any subordinated Security, make any change in provisions the ranking or priority of this Indenture protecting the contractual right of each Holder to receive payment of principal of and interest on such Security on or after that would adversely affect the due date thereof or to bring suit to enforce such payment, or permitting Holders of a majority in principal amount rights of the Securities to Holders; (7) waive Defaults a Default or Events Event of Default (other than Defaults or Events of Default with respect to in the payment of principal of or premium, if any, or interest on the Securities (except a rescission of acceleration of the Securities by the Holders of at least a majority in aggregate principal amount of the then outstanding Securities and a waiver of the payment default that resulted from such acceleration); (8) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Securities to receive payments of principal of, or premium, if any, or interest on the Securities); (9) waive a redemption payment with respect to any Security; (10) except as provided under Article Eight hereof or in accordance with the terms of any Subsidiary Guarantee, release any Subsidiary Guarantor from any of its obligations under its Subsidiary Guarantee or make any change in a Subsidiary Guarantee that would adversely affect the Holders of the Securities; or (611) adversely affect make any change in Section 6.04 or 6.07 hereof or in the ranking of the Securities or the Guaranteesforegoing amendment and waiver provisions. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver amendment under this Section 9.02 becomes effective, the Issuer Company shall mail to the all affected Holders affected thereby a notice briefly describing the such amendment, supplement or waiver. Any The failure of the Issuer to mail give such noticenotice to all such Holders, or any defect therein, shall not, however, in any way not impair or affect the validity of any such amendment, supplement, waiver or supplemental indenturean amendment under this Section.

With Consent of Holders. Subject to Section 6.07The Company, the Issuer Subsidiary Guarantors and the TrusteeTrustee may amend or supplement this Indenture, togetherthe Securities, the Subsidiary Guarantees, the Collateral Documents and the Intercreditor Agreement with the written consent of the Holder or Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the Securities then outstanding (including without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities). Subject to clause (a)(vi) of Section 11.6, may amend any past default or supplement compliance with the provisions of this Indenture or Indenture, the Securities, without notice to any other Securityholders. Subject to Section 6.07the Subsidiary Guarantees, the Holder Collateral Documents or the Intercreditor Agreement (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on a Security (except in accordance with Section 6.4)) may be waived with the written consent of the Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the Securities then outstanding Securities may waive compliance by the Issuer (including, without limitation, consents obtained in connection with a purchase of, or the Company with any provision of this Indenture tender offer or the Securities exchange offer for, Securities). However, without notice to any other Securityholder. Without the consent of each Securityholder Holder of an outstanding Security affected, however, no an amendment, supplement or waiver, including a waiver pursuant to Section 6.04, maymay not: (1i) reduce the principal amount of Securities whose Holders must consent to an amendment, supplement or waiver; (2ii) reduce the rate of or extend the time for payment of interest, including defaulted interest, interest on any SecuritiesSecurity; (3iii) reduce the principal of or change or have extend the effect of changing the fixed maturity Stated Maturity of any SecuritiesSecurity; (iv) waive a Default or Event of Default in the payment of principal of, or in the payment of, or interest or premium, if any, on the Securities issued hereunder (except a rescission of acceleration of the Securities issued hereunder by the Holders of at least a majority in aggregate principal amount of the Securities issued hereunder with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration): (v) reduce the premium payable upon the redemption or repurchase of any Security or change the date on time at which any Securities Security may or shall be subject to redemption (other than a change redeemed or repurchased in accordance with Section 3.10 or Article V, whether through an amendment or waiver of provisions in the covenants or otherwise; provided that any amendments to the required notice period), or reduce definition of “Change of Control” shall not require the redemption price thereforconsent of each Holder affected; (4vi) make any Securities Security payable in money other than that stated in the Security; (vii) impair the right of any Holder to receive payment of principal, premium, if any, and interest on such Holder’s Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Securities; (5viii) make any change in the amendment provisions that require each Holder’s consent or in the waiver provisions; (ix) modify the Subsidiary Guarantees of any Significant Subsidiary or group of Subsidiary Guarantors that, taken together (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries) would constitute a Significant Subsidiary in any manner, taken as a whole, materially adverse to the Holders; or (x) release any Subsidiary Guarantor that is a Significant Subsidiary or group of Subsidiary Guarantors that, taken together (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary from any of its obligations under its Subsidiary Guarantee or this Indenture protecting Indenture, except in compliance with the contractual right terms thereof. In addition, without the consent of each Holder to receive payment of principal of and interest on such Security on or after the due date thereof or to bring suit to enforce such payment, or permitting Holders of a majority at least 75% in principal amount of Securities then outstanding, no amendment, supplement or waiver may (1) modify any Collateral Document or the Securities provisions in this Indenture dealing with Collateral Documents or application of trust moneys in any manner, taken as a whole, materially adverse to waive Defaults the Holders or Events of Default (otherwise release any Collateral other than Defaults in accordance with this Indenture, the Collateral Documents and the Intercreditor Agreement or Events of Default with respect (2) modify the Intercreditor Agreement in any manner adverse to the payment Holders in any material respect other than in accordance with the terms of principal of or interest on this Indenture, the Securities); or (6) adversely affect Collateral Documents and the ranking of the Securities or the GuaranteesIntercreditor Agreement. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an A consent to any amendment, supplement or waiver under the Indenture by any Holder given in connection with a tender of such Holder’s Security shall not be rendered invalid by such tender. After an amendment under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders affected thereby a notice briefly describing the such amendment, supplement or waiver. Any The failure of the Issuer to mail give such noticenotice to all Holders, or any defect therein, shall not, however, in any way not impair or affect the validity of any such amendment, supplement, waiver or supplemental indenturean amendment under this Section.

With Consent of Holders. Subject to Section 6.07, the Issuer Company and the Trustee, together, with the written consent of the Holder or Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities, may amend or supplement this Indenture or the Securities, without notice to any other Securityholders. Subject to Section 6.07, the Holder or Holders of a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities may waive compliance by the Issuer or the Company with any provision of this Indenture or the Securities without notice to any other SecurityholderSecurity-holder. Without the consent of each Securityholder affected, however, no amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may: (1a) reduce the principal amount of Securities whose Holders must consent to an amendment, supplement or waiver; (2b) reduce the rate of or extend change or have the effect of changing the time for payment of interest, including defaulted interest, on any Securities; (3c) reduce the principal of or change or have the effect of changing the fixed maturity of any Securities, or change the date on which any Securities may be subject to redemption (other than a change to the required notice period)or repurchase, or reduce the redemption or repurchase price therefor; (4d) make any Securities payable in an money other than that stated in the Securities; (5e) waive a Default or Event of Default in the payment of principal of, or interest or premium, or Additional Interest, if any, on the Securities (except a rescission of acceleration of the Securities by the Holders of at least a majority in aggregate principal amount of the Securities and a waiver of the payment default that resulted from such acceleration); (f) make any change in provisions of this Indenture protecting the contractual right of each Holder to receive payment of principal of and interest on such Security 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 the Securities to waive Defaults or Events of Default (other than Defaults or Events of Default with respect to the payment of principal of or interest on the Securities); orDefault; (6g) adversely affect make any changes in Section 6.04, Section 6.07 or this Section 9.02; (h) modify or change any provision of this Indenture or the related definitions affecting the ranking of the Securities in a manner which adversely affects the Holders; (i) amend, modify or change in any material respect the Guaranteesobligation 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 modify any of the provisions or definitions with respect thereto; (j) impair the right to institute suit for the enforcement of any payment on or with respect to the Securities; (k) except as otherwise permitted by Section 5.01, consent to the assignment or transfer by the Company of any of its rights or obligations under the Indenture; or (l) make any change in the provisions of this Section 9.02. It shall not be necessary for the consent of the Holders under this Section 9.02 Article Nine 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 Issuer Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer 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, waiver or supplemental indenture.

With Consent of Holders. Subject to Section 6.075.07, the Issuer and the TrusteeCompany, together, with the written consent when authorized by a resolution of the Holder or Holders its Board of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding SecuritiesDirectors, may amend or supplement this Indenture or the SecuritiesSecurities with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding, without notice to any other Securityholders. Subject to Section 6.07, and the Holder or Holders of a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities may waive compliance by the Issuer or the Company with any provision of this Indenture or the Securities Securities. However, without notice to any other Securityholder. Without 45 the consent of each Securityholder affected, however, no an amendment, supplement or waiver, including a waiver pursuant to Section 6.045.04, maymay not: (1) reduce the amount of Securities whose Holders must consent to an amendment, supplement or waiver; (2) reduce the rate of or change or extend the time for payment of interestprincipal of (including premium, including defaulted interest, if any) or interest on any SecuritiesSecurity; (3) reduce the principal of (including premium, if any) or change or have the effect of changing the fixed maturity of any Securities, or change the date on which any Securities may be subject to redemption (other than a change to the required notice period), or reduce the redemption price thereforSecurity; (4) waive a default in the payment of the principal of or interest on any Security; (5) make any Securities Security payable in money other than that stated in the Securities;Security; or (56) make any change in provisions of this Indenture protecting Section, Section 5.04 or Section 5.07. Notwithstanding the contractual right of each Holder to receive payment of principal of above and interest on such Security on or after Section 5.07, the due date thereof or to bring suit to enforce such payment, or permitting Holders of a majority in principal amount of the Securities to then outstanding may waive Defaults or Events compliance by the Company with Section 3.08 of Default (other than Defaults or Events of Default with respect to the payment of principal of or interest on the Securities); or (6) adversely affect the ranking of the Securities or the Guaranteesthis Indenture. It shall not be necessary for the consent of the Holders under this Section 9.02 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. Any amendment, waiver or consent shall be deemed effective upon receipt by the Trustee of the necessary consents and shall not require execution of any supplemental indenture to be effective. After an amendment, supplement amendment or waiver under this Section 9.02 8.02 becomes effective, the Issuer Company shall mail to the Holders of each Security affected thereby thereby, with a copy to the Trustee, a notice briefly describing the amendment, supplement amendment or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplementwaiver, waiver consent or supplemental indenture. Except as otherwise provided in this Section 8.02, the Holders of a majority in aggregate principal amount of the Securities then outstanding may waive compliance in a particular instance by the Company with any provisions of this Indenture or the Securities.

With Consent of Holders. Subject to Section 6.07The Company, the Issuer Subsidiary Guarantors and the Trustee, together, with the written consent of the Holder or Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities, Trustee may amend or supplement this Indenture or the Securities, without notice to any other Securityholders. Subject to Section 6.07, the Holder or Holders of a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities may waive compliance by the Issuer or the Company with any provision of this Indenture or the Securities without notice to any other SecurityholderSecurityholder but with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities) and compliance with the provisions of this Indenture may be waived with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities). Without However, without the consent of each Securityholder affected, however, no amendment, supplement an amendment or waiver, including a waiver pursuant to Section 6.04, maymay not: (1) reduce the amount of Securities whose Holders must consent to an amendment, supplement or waiver; (2) reduce the rate of or extend the stated time for payment of interest, including defaulted interestContingent Interest and Additional Interest, on any SecuritiesSecurity; (3) reduce the principal of or change or have extend the effect of changing the fixed maturity Stated Maturity of any Securities, or change the date on which any Securities may be subject to redemption (other than a change to the required notice period), or reduce the redemption price thereforSecurity; (4) make any change that adversely affects the conversion rights of any Securities; (5) reduce the redemption price, the Fundamental Change Purchase Price, the Purchase Price payable upon the redemption or repurchase of any Security or amend or modify in any manner adverse to holders of the Securities the Company’s obligation to make such payments, whether through an amendment to or waiver of Article V, Article IX , a definition or otherwise; (6) make any Security payable in money other than that stated in the Security (it being understood that all references to cash in this Indenture and the Securities are to U.S. legal tender) or, other than in accordance with the provisions of this Indenture in effect on the Issue Date, eliminate any existing Guarantee of the Securities; (57) make any change in provisions of this Indenture protecting impair the contractual right of each any Holder to receive payment of principal of and interest (including Contingent Interest and Additional Interest, if any), on such Security Holder’s Securities on or after the due date thereof dates therefor or to bring institute suit to enforce such payment, for the enforcement of any payment on or permitting Holders of a majority in principal amount of the Securities to waive Defaults or Events of Default (other than Defaults or Events of Default with respect to the payment of principal of or interest on the such Holder’s Securities); or (6) adversely affect 8) make any change to the ranking of amendment provisions which require each Holder’s consent or to the Securities or the Guaranteeswaiver provisions. It shall not be necessary for the consent of the Holders under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement A consent to any amendment or waiver under this Indenture by any Holder of the Securities given in connection with a tender or exchange of such Holder’s Securities will not be rendered invalid by such tender or exchange. After an amendment under this Section 9.02 9.2 becomes effective, the Issuer Company shall mail to the Holders affected thereby Securityholders a notice briefly describing the such amendment, supplement or waiver. Any The failure of the Issuer to mail give such noticenotice to all Securityholders, or any defect therein, shall not, however, in any way not impair or affect the validity of any such amendment, supplement, waiver or supplemental indenturean amendment under this Section 9.2.

With Consent of Holders. Subject to Except as provided in Section 6.0710.1 and this Section 10.2, this Indenture, the Issuer and Securities or the Trustee, together, Subsidiary Guarantees may be amended or supplemented with the written consent of the Holder or Holders holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the Securities then outstanding Securities, may amend or supplement this Indenture or the Securities(including, without notice to limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities), and any other Securityholders. Subject to Section 6.07, the Holder existing Default or Holders Event of a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities may waive Default or compliance by the Issuer or the Company with any provision of this Indenture or the Securities or the Subsidiary Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Securities (including, without notice to any other Securityholderlimitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities). Without the consent of each Securityholder Holder affected, however, no an amendment, supplement or waiver, including waiver may not (with respect to any Securities held by a waiver pursuant to Section 6.04, may:non-consenting Holder): (1a) reduce the amount of Securities whose Holders holders must consent to an amendment, supplement or waiver; (2b) reduce the stated rate of or extend the stated time for payment of interest, including defaulted interest, interest on any SecuritiesSecurity; (3c) reduce the principal of or change or have extend the effect of changing the fixed maturity Stated Maturity of any Securities, Security; (d) reduce the premium payable upon the redemption of any Security or change the date on time at which any Securities Security may be subject to redemption (other than a change to redeemed as provided in the required notice period), or reduce the redemption price thereforSecurities and Article VI; (4e) make any Securities Security payable in money other than that stated in the SecuritiesSecurity; (5f) impair the right of any holder to receive payment of principal, premium, if any, and interest on such holder’s Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s Securities; or (g) make any change in the preceding amendment provisions of this Indenture protecting which require each holder’s consent or in the contractual right of each Holder to receive payment of principal of and interest on such Security 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 the Securities to waive Defaults or Events of Default (other than Defaults or Events of Default with respect to the payment of principal of or interest on the Securities); or (6) adversely affect the ranking of the Securities or the Guaranteeswaiver provisions. It shall not be necessary for the consent of the Holders under this Section 9.02 10.2 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 A consent to any amendment, supplement or waiver under this Indenture by any Holder of the Securities given in connection with a purchase, tender or exchange of such Holder’s Securities will not be rendered invalid by such purchase, tender or exchange. After an amendment or supplement under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement such amendment or waiversupplement. Any The failure of the Issuer to mail give such noticenotice to all Holders, or any defect therein, shall not, however, in any way not impair or affect the validity of any such amendment, supplement, waiver an amendment or supplemental indenturesupplement under this Section 10.2.

With Consent of Holders. Subject to Section 6.07The Company, the Issuer Guarantors and the Trustee, together, Trustee may amend or supplement the Note Documents with the written consent of the Holder or Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the then outstanding Securities (including consents obtained in connection with the purchase of, or tender offer or exchange offer for, Securities), may amend or supplement this Indenture or the Securities, without notice in each case in addition to any required consent of holders of other SecurityholdersParity Lien Obligations required with respect to any amendment or waiver under any Note Document. Subject to Section 6.07the following sentence, the Holder any existing Default or Holders of a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities may waive compliance by the Issuer or the Company with any provision of this Indenture the Note Documents may be waived with the consent of the Holders of at least a majority in principal amount of the then outstanding Securities (including consents obtained in connection with a purchase of, or the Securities without notice tender offer or exchange offer for, Securities), in each case in addition to any required consent of holders of other SecurityholderParity Lien Obligations required with respect to any amendment or waiver under any Note Document. Without However, without the consent of each Securityholder affectedHolder, however, no an amendment, supplement or waiver, including waiver may not (with respect to any Securities held by a waiver pursuant to Section 6.04, may:non-consenting Holder): (1) reduce the principal amount of Securities whose Holders must consent to an amendment, supplement or waiver; (2) reduce the rate principal of or extend change the time for payment fixed maturity of interest, including defaulted interest, on any SecuritiesSecurity or alter the provisions with respect to the redemption or repurchase of the Securities (other than provisions relating to Section 4.7 or 4.11); (3) reduce the principal rate of or change or have the effect time for payment of changing the fixed maturity of interest on any Securities, or change the date on which any Securities may be subject to redemption (other than a change to the required notice period), or reduce the redemption price thereforSecurity; (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Securities or a Default or Event of Default in respect of a provision that cannot be amended or supplemented without the consent of each Holder affected; (5) make any Securities Security payable in money a currency other than that stated in the Securities; (56) make any change in the provisions of this Indenture protecting relating to waivers of past Defaults or the contractual right rights of each Holder Holders of Securities to receive payment of principal of and interest on such Security 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 the Securities to waive Defaults or Events of Default (other than Defaults or Events of Default with respect to the payment payments of principal of or premium, if any, or interest on the SecuritiesSecurities (except as permitted by clause (7) below); or; (67) adversely affect waive a redemption or repurchase payment with respect to any Security (other than a payment required by Section 4.7 or 4.11); (8) modify any Subsidiary Guarantee in any manner adverse to the Holders of the Securities or release any Guarantor from its obligations under its Subsidiary Guarantee except in accordance with the terms of this Indenture; (9) make any change in the ranking of the Securities or the Subsidiary Guarantees in a manner adverse to the Holders of the Securities or the Subsidiary Guarantees; or (10) make any change in the preceding amendment, supplement and waiver provisions of this Section 9.2. It shall not In addition, the consent of Holders representing at least two-thirds of outstanding Securities will be necessary required to release the Liens for the benefit of the Holders of the Securities on all or substantially all of the Collateral, other than in accordance with the Note Documents. The consent of the Holders is not necessary under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be . It is sufficient if such the consent approves the substance thereofof the proposed amendment or waiver. After an amendment, supplement or waiver under this Section 9.02 9.2 becomes effective, the Issuer Company shall mail to the Holders each Holder of Securities affected thereby a notice briefly describing the such amendment, supplement . The failure to give such notice to any or waiver. Any failure of the Issuer to mail such noticeall Holders, or any defect therein, shall not, however, in any way not impair or affect the validity of any such amendment, supplement, supplement or waiver or supplemental indentureunder this Section 9.2.

With Consent of Holders. Subject to Section 6.07The Company, the Issuer Guarantors, the Intercompany Note Obligors and the Trustee, together, with the written consent of the Holder or Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities, Trustee may amend or supplement this Indenture or the Securities, without notice to any other Securityholders. Subject to Section 6.07, the Holder or Holders of a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities may waive compliance by the Issuer or the Company with any provision of this Indenture or the Securities without notice to any other SecurityholderSecurityholder but with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities). Without However, without the consent of each Securityholder affectedaffected thereby, however, no amendment, supplement or waiver, including a waiver pursuant to Section 6.04, mayan amendment may not: (1) reduce the amount of Securities whose Holders must consent to an amendment, supplement or waiver; (2) reduce the rate of or extend the time for payment of interest, including defaulted interest, interest on any SecuritiesSecurity; (3) reduce the principal amount of or change or have extend the effect of changing the fixed maturity Stated Maturity of any Securities, or change the date on which any Securities may be subject to redemption (other than a change to the required notice period), or reduce the redemption price thereforSecurity; (4) reduce the amount payable upon the redemption of any Security or change the time at which any Security may be redeemed in accordance with Article 3; (5) make any Securities Security payable in money other than that stated in the SecuritiesSecurity; (56) make any changes in the ranking or priority of any Security that would adversely affect the Securityholders; (7) make any change in provisions Section 6.04 or 6.07 or the second sentence of this Indenture protecting Section; (8) impair the contractual right of each any Holder of the Securities to receive payment of principal of and interest on such Security Holder's Securities on or after the due date thereof dates therefor or to bring institute suit to enforce such payment, for the enforcement of any payment on or permitting Holders of a majority in principal amount of the Securities to waive Defaults or Events of Default (other than Defaults or Events of Default with respect to the payment of principal of or interest on the such Holder's Securities); or (69) make any change that would adversely affect the ranking of Securityholders to the Securities Graftech Pledge Agreement, the Lien Subordination Agreement, any Guaranty, any Intercompany Note Guaranty or the Guaranteesany Intercompany Note, in each case except as expressly permitted by its terms. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver amendment under this Section 9.02 becomes effective, UCAR International shall cause the Issuer shall Company to mail to the Holders affected thereby Securityholders a notice briefly describing the such amendment, supplement or waiver. Any The failure of the Issuer to mail give such noticenotice to all Securityholders, or any defect therein, shall not, however, in any way not impair or affect the validity of any such amendment, supplement, waiver or supplemental indenturean amendment under this Section.

With Consent of Holders. Subject to Section 6.07The Company, the Issuer Subsidiary Guarantors and the TrusteeTrustee may amend or supplement this Indenture, together, the Securities or any Subsidiary Guarantee without notice to any Securityholder but with the written consent of the Holder or Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the Securities then outstanding Securities, may amend or supplement this Indenture or the Securities(including, without notice to limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities). Any past default or compliance with any other Securityholders. Subject to Section 6.07provision of this Indenture, the Holder Securities or any Subsidiary Guarantee (other than a Default or an Event of Default in the payment of the principal of, or premium, if any, or interest on a Security (except in accordance with Section 6.4)) may be waived with the written consent of the Holders of a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the Securities then outstanding Securities may waive compliance by the Issuer (including, without limitation, consents obtained in connection with a purchase of, or the Company with any provision of this Indenture tender offer or the Securities exchange offer for, Securities). However, without notice to any other Securityholder. Without the consent of each Securityholder affected, however, no an amendment, supplement or waiver, including waiver may not (with respect to any Securities held by a waiver pursuant to Section 6.04, may:non-consenting Holder of Securities): (1) reduce the amount of Securities whose Holders must consent to an amendment, supplement or waiver; (2) reduce the stated rate of or extend the stated time for payment of interest, including defaulted interest, interest or additional interest on any SecuritiesSecurity; (3) reduce the principal of or change or have extend the effect of changing the fixed maturity Stated Maturity of any Securities, or change the date on which any Securities may be subject to redemption (other than a change to the required notice period), or reduce the redemption price thereforSecurity; (4) reduce the premium payable upon the redemption of any Security or change the time at which any Security may or shall be redeemed as described under Article V or any similar provision, whether through an amendment or waiver of Article V, definitions or otherwise; (5) make any Securities Security payable in money other than that stated in the SecuritiesSecurity; (56) make any change in provisions of this Indenture protecting impair the contractual right of each any Holder to receive payment of principal of principal, premium, if any, and interest on such Security Holder’s Securities on or after the due date thereof dates therefor or to bring institute suit to enforce such payment, for the enforcement of any payment on or permitting Holders of a majority in principal amount of the Securities to waive Defaults or Events of Default (other than Defaults or Events of Default with respect to such Xxxxxx’s Securities; (7) make any change to the payment of principal of amendment provisions which require each Holder’s consent or interest on to the Securities)waiver provisions; or (68) make any change to the subordination provisions of Article X or Article XII or any other subordination provisions herein that adversely affects the rights of any holder of Securities; or (9) adversely affect modify any Subsidiary Guarantees in any manner adverse to the ranking of the Securities or the GuaranteesHolders. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an A consent to any amendment, supplement or waiver under this Indenture by any Holder of the Securities given in connection with a tender or exchange of such Holder’s Securities will not be rendered invalid by such tender or exchange. After an amendment or supplement under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders affected thereby Securityholders a notice briefly describing the amendment, supplement such amendment or waiversupplement. Any The failure of the Issuer to mail give such noticenotice to all Securityholders, or any defect therein, shall not, however, in any way not impair or affect the validity of an amendment or supplement under this Section. However, no amendment may be made to the subordination provisions of this Indenture that adversely affects the rights of any holder of Senior Indebtedness or Guarantor Senior Indebtedness then outstanding unless the holders of such amendment, supplement, waiver Senior Indebtedness or supplemental indentureGuarantor Senior Indebtedness (or any group or representative thereof authorized to give a consent) consent to such change.

With Consent of Holders. Subject to Section 6.07, the Issuer The Company and the Trustee, together, Trustee may amend or supplement this Indenture or the Securities with the written consent of the Holder or Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, Accreted Principal Amount of the outstanding Securities, may amend or supplement this Indenture or the Securities, without notice to any other SecurityholdersSecurities then outstanding. Subject to Section 6.07, the Holder or The Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, Accreted Principal Amount of the Securities then outstanding Securities may waive compliance in a particular instance by the Issuer or the Company with any provision of this (NY) 20543/090/INDENTURE/arm.indenture.doc Indenture or the Securities without notice to any other Securityholder. Without However, notwithstanding the foregoing but subject to Section 10.04, without the written consent of each Securityholder affected, however, no an amendment, supplement or waiver, including a waiver pursuant to Section 6.047.04, maymay not: (1a) change the Final Maturity Date of the Accreted Principal Amount of, or any installment of interest (including Additional Interest, if any) on, any Security; (b) reduce the amount Accreted Principal Amount of, or any interest (including Additional Interest, if any) on, any Security; (c) change the place or currency of payment of Accreted Principal Amount of, or interest on (including Additional Interest, if any), any Security; (d) impair the right of any Holder to institute suit for the enforcement of any payment on, or with respect to, any Security; (e) modify, in a manner adverse to the Holders of Securities, the right of the Holders to require the Company to repurchase the Securities as provided in Section 3.08 and Section 3.09; (f) adversely affect the right of Holders to convert their Securities in accordance of this Indenture; (g) reduce the percentage in the aggregate Accreted Principal Amount of the outstanding Securities whose Holders must consent to an amendment, supplement a modification or waiver; (2) reduce the rate amendment of this Indenture or extend the time for payment of interest, including defaulted interest, on any Securities; (3) reduce the principal of or change or have the effect of changing the fixed maturity of any Securities, or change the date on which any Securities may be subject to redemption (other than a change to the required notice period), or reduce the redemption price therefor; (4) make any Securities payable in money other than that stated in the Securities; (5h) make reduce the percentage in the aggregate Accreted Principal Amount of the outstanding Securities whose Holders must consent to a waiver of compliance with any change in provisions of this Indenture protecting the contractual right of each Holder to receive payment of principal of and interest on such Security 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 the Securities to waive Defaults or Events a waiver of any Default or Event of Default (other than Defaults or Events of Default with respect to the payment of principal of or interest on the Securities); orunder this Indenture; (6i) adversely affect modify the ranking of the Securities or the GuaranteesGuarantee in a manner adverse to the Holders of the Securities; and (j) modify the provisions of this Indenture with respect to modification and waiver (including waiver of a default or Event of Default), except to increase the percentage required for modification or waiver or to provide for the consent of each affected Holder. It shall not be necessary for the consent of the Holders under this Section 9.02 10.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 10.02 becomes effective, the Issuer Company shall mail to the Holders affected thereby a (NY) 20543/090/INDENTURE/arm.indenture.doc notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplementsupplement or waiver. To the extent that the Company or any of the Subsidiaries hold any Securities, waiver such Securities shall be disregarded for purposes of voting in connection with any notice, waiver, consent or supplemental indenturedirection requiring the vote or concurrence of Securityholders.

With Consent of Holders. Subject to Section 6.07The Issuer, the Issuer Guarantors and the TrusteeTrustee may amend or supplement this Indenture, together, the Securities and the Guarantees without notice to any Securityholder but with the written consent of the Holder or Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the Securities then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities). Any past default or compliance with the provisions of this Indenture, may amend or supplement this Indenture the Securities or the Securities, without notice to any other Securityholders. Subject to Section 6.07, Guarantees may be waived with the Holder or consent of the Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the Securities then outstanding Securities may waive compliance by the Issuer (including, without limitation, consents obtained in connection with a purchase of, or the Company with any provision of this Indenture tender offer or the Securities exchange offer for, Securities). However, without notice to any other Securityholder. Without the consent of each Securityholder affected, however, no an amendment, supplement or waiver, including a waiver pursuant to Section 6.04, maymay not: (1) reduce the principal amount of Securities whose Holders must consent to an amendment, supplement amendment or waiver; (2) reduce the stated rate of interest or extend the stated time for payment of interest, including defaulted interest, interest or Additional Interest on any SecuritiesSecurity; (3) reduce the principal of or change or have extend the effect of changing the fixed maturity Stated Maturity of any Securities, or change the date on which any Securities may be subject to redemption (other than a change to the required notice period), or reduce the redemption price thereforSecurity; (4) reduce the premium payable upon the redemption of any Security as described in Section 3.9, Article V hereof or paragraph 5 of any Security, change the time at which any Security may be redeemed as described in Section 3.9, Article V hereof or paragraph 5 of any Security or make any change relative to the Issuer's obligation to make an offer to repurchase the Securities as a result of a Change of Control as described in Section 3.9 after (but not before) the occurrence of such Change of Control; (5) make any Security payable in money other than that stated in the SecuritiesSecurity; (56) make any change in provisions of this Indenture protecting impair the contractual right of each any Holder to receive payment of principal of of, premium, if any, and interest (including Additional Interest) on such Security Holder's Securities on or after the due date thereof dates therefor or to bring institute suit to enforce such payment, for the enforcement of any payment on or permitting Holders of a majority in principal amount of the Securities to waive Defaults or Events of Default (other than Defaults or Events of Default with respect to such Holder's Securities; (7) make any change to this Section 9.2; (8) modify the payment of principal of or interest on Guarantees in any manner adverse to the Securities)Holders; or (69) adversely affect make any change to or modify the ranking of the Securities or that would adversely affect the GuaranteesHolders. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an A consent to any amendment, supplement or waiver under this Indenture by any Holder of the Securities given in connection with a tender or exchange of such Holder's Securities will not be rendered invalid by such tender or exchange. After an amendment or supplement under this Section 9.02 becomes effective, the Issuer shall mail to the Holders affected thereby Securityholders a notice briefly describing the such amendment, supplement or waiver. Any The failure of the Issuer to mail give such noticenotice to all Securityholders, or any defect therein, shall not, however, in any way not impair or affect the validity of any such amendment, supplement, waiver or supplemental indenturean amendment under this Section.

With Consent of Holders. Subject to Section 6.07The Company, the Issuer Guarantors and the Trustee, together, Trustee and Collateral Agent may amend the Note Documents with the written consent of the Holder or Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange for such Securities, ) and any past default or compliance with any provisions may amend or supplement this Indenture or also be waived with the Securities, without notice to any other Securityholders. Subject to Section 6.07, consent of the Holder or Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein, of the outstanding Securities may waive compliance by the Issuer or the Company with any provision of this Indenture or the Securities then outstanding. However, without notice to any other Securityholder. Without the consent of each Securityholder affected, howeverHolder affected thereby, no amendment, supplement or waiver, including a waiver pursuant to Section 6.04, amendment may: (1) reduce the principal amount of Securities whose Holders must consent to an amendment, supplement or waiver; (2) reduce the rate of or extend change or have the effect of changing the time for payment of interest, including defaulted interest, on any SecuritiesSecurity; (3) reduce the principal of or change or have the effect of changing the fixed maturity of any SecuritiesSecurity, or change the date on which any Securities Security may be subject to redemption (other than a change to the required notice period), or reduce the redemption price therefor; (4) change the provisions applicable to the redemption of any Security contained in Article 3 hereto or paragraph 5 of the Securities; (5) make any Securities Security payable in money other than that stated in the SecuritiesSecurity; (56) make any change in Section 6.04 or 6.07 or the second sentence of this Section; (7) after the Company’s obligation to purchase Securities arises under this Indenture, 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 or a Net ABL 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; (8) modify or change any provision of this Indenture or the related definitions affecting the subordination or ranking of the Securities or any Guarantee in a manner which adversely affects the Holders; (9) release any Guarantor from any of its obligations under its Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or (10) make any change in the Intercreditor Agreement or in the provisions of this Indenture protecting or any Security Document dealing with the contractual right application of each Holder to receive payment proceeds of principal the Collateral in a manner which adversely affects the Holders. In addition, without the consent of and interest on such Security on or after the due date thereof or to bring suit to enforce such payment, or permitting Holders of a majority at least two-thirds in principal amount of the Securities to waive Defaults then outstanding, no amendment, supplement or Events waiver may release any Collateral from the Liens of Default (the Security Documents other than Defaults or Events in accordance with this Indenture, the Intercreditor Agreement and the Security Documents. If Holders of Default with respect to the payment of at least two-thirds in principal of or interest on the Securities); or (6) adversely affect the ranking amount of the Securities or then outstanding consent to any release of any Collateral from the GuaranteesLiens of the Security Documents other than a release in accordance with this Indenture, the Intercreditor Agreement and the Security Documents, the Notes Collateral Agent will be entitled to vote the total principal amount of the Securities then outstanding as a block in respect of any vote required for such release under the Security Documents. It shall not be necessary for the The consent of the Holders is not necessary under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be . It is sufficient if such consent approves the substance thereofof the proposed amendment. After an amendment, supplement or waiver amendment under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders affected thereby a notice briefly describing the such amendment, supplement or waiver. Any The failure of the Issuer to mail give such noticenotice to all Holders, or any defect therein, shall not, however, in any way not impair or affect the validity of any such amendment, supplement, waiver or supplemental indenture.