Common use of With Consent of Holders Clause in Contracts

With Consent of Holders. Except as provided in Section 9.1 and Section 9.3, this Indenture and the Notes may be amended or supplemented with the consent of Holders of at least a majority in principal amount of Notes then outstanding affected by the supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for Notes), and, subject to Sections 6.8 and 6.12, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes may be waived with the consent of Holders of a majority in principal amount of Notes then outstanding affected by such supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for Notes). It shall not be necessary for the consent of the Holders under this Section 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or waiver under this Section 9.2 becomes effective, the Company shall deliver to the Holders affected thereby a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.2, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of such amended or supplemental Indenture unless such amended or supplemental Indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture.

With Consent of Holders. Except as provided in Section 9.1 The Company and Section 9.3, the Trustee may amend or supplement this Indenture and the Notes may be amended or supplemented Securities with the consent of the Holders of at least a majority in aggregate principal amount of Notes then outstanding the Outstanding Securities of each series of Securities affected by the supplemental indenture implementing such amendment or supplement supplemental indenture, with each such series voting as a separate class (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for Notes), Securities) and, subject to Sections 6.8 Section 5.8 and 6.12Section 5.13 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes Securities may be waived with respect to each series of Securities with the consent of the Holders of a majority in principal amount of Notes then outstanding affected by the Outstanding Securities of such supplemental indenture implementing such amendment or supplement series voting as a separate class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for Notesfor, Securities). It shall not be necessary for the consent of the Holders under this Section 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or waiver under this Section 9.2 becomes effective, the Company shall deliver to the Holders affected thereby a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureindenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.26.3 hereof, the Trustee shall will join with the Company and the Subsidiary Guarantors in the execution of such amended or supplemental Indenture indenture unless such amended or supplemental Indenture indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall will not be obligated to, enter into such amended or supplemental Indenture. It is not be necessary for the consent of the Holders of Securities under this Section 9.2 to approve the particular form of any proposed amendment or waiver, but it is sufficient if such consent approves the substance of the proposed amendment or waiver. After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company will mail to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 and Section 5.13 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.2 may not (with respect to any Securities held by a non-consenting Holder): (a) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date); or (b) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; or (c) modify any of the provisions of this Section 9.2, Section 5.8, Section 5.13 or Section 10.6, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, provided, however, that this clause (c) shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Section 6.11(b) and Section 9.1(h); or (d) waive a redemption payment with respect to any Security; provided, however, that any purchase or repurchase of Securities shall not be deemed a redemption of the Securities; or (e) make any change in the foregoing amendment and waiver provisions. A supplemental indenture that changes or eliminates any covenant or other provision of this Indenture that has expressly been included solely for the benefit of one or more particular series of Securities, or that modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

With Consent of Holders. Except as provided in Section 9.1 and Section 9.3, this Indenture and the Notes may be amended or supplemented with the consent of Holders of at least a majority in principal amount of Notes then outstanding affected by the supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for Notes), and, subject to Sections 6.8 and 6.12, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes may be waived with the consent of Holders of a majority in principal amount of Notes then outstanding affected by such supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for Notes). It shall not be necessary for the consent of the Holders under this Section 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or waiver under this Section 9.2 becomes effective, the Company shall deliver mail to the Holders affected thereby a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.2, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of such amended or supplemental Indenture unless such amended or supplemental Indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture.

With Consent of Holders. Except as provided in Section 9.1 and Section 9.3The Company, this Indenture the Guarantors (if any) and the Notes Trustee may be amended amend or supplemented supplement this Indenture, the Securities Guarantee and the Securities with the consent of the Holders of at least a majority in aggregate principal amount of Notes then outstanding the Outstanding Securities of each series of Securities affected by the supplemental indenture implementing such amendment or supplement supplemental indenture, with each such series voting as a separate class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities) and, subject to Section 5.8 and Section 5.13 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture, the Securities Guarantee or the Securities may be waived with respect to each series of Securities with the consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series voting as a separate class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for Notes)for, and, subject to Sections 6.8 and 6.12, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes may be waived with the consent of Holders of a majority in principal amount of Notes then outstanding affected by such supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for NotesSecurities). It shall is not be necessary for the consent of the Holders of Securities under this Section 9.2 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it shall be is sufficient if such consent approves the substance thereofof the proposed amendment, supplement or waiver. After a supplemental indenture an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company shall deliver will mail to the Holders of Securities affected thereby a notice briefly describing the supplemental indenture amendment, supplement or waiver. Any failure by of the Company to mail such notice, or any defect therein, shall will not, however, in any way impair or affect the validity of any such amendment, supplemental indenture or waiver. Upon Notwithstanding anything contained herein to the request contrary, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.2 may not (with respect to any Securities held by a non-consenting Holder): (a) change the Stated Maturity of the Company accompanied by principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a resolution declaration of its Board acceleration of Directors authorizing the execution Maturity thereof pursuant to Section 5.2, or change the coin or currency in which any Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date therefor); or (b) reduce the percentage in aggregate principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such amendment or supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; or (c) modify any of the provisions of Section 5.8 or Section 5.13; or (d) waive a redemption payment with respect to any Security; provided, however, that any purchase or repurchase of Securities shall not be deemed a redemption of the Securities; or (e) release any Guarantor from any of its obligations under its Securities Guarantee or this Indenture, except in accordance with the terms of this Indenture (as amended or supplemental Indenturesupplemented); or (f) make any change in the foregoing amendment and waiver provisions, and upon the filing with the Trustee except to increase any percentage provided for therein or to provide that certain other provisions of evidence reasonably satisfactory to the Trustee of this Indenture cannot be modified or waived without the consent of the Holders as aforesaidHolder of each Outstanding Security affected thereby. An amendment or supplemental indenture that changes or eliminates any covenant or other provision of this Indenture that has expressly been included solely for the benefit of one or more particular series of Securities, and upon receipt by or that modifies the Trustee rights of the documents described in Section 7.2, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution Holders of Securities of such amended series with respect to such covenant or supplemental Indenture unless such amended or supplemental Indenture affects other provision, shall be deemed not to affect the Trustee’s own rights, duties or immunities rights under this Indenture or otherwise, in which case of the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental IndentureHolders of Securities of any other series.

With Consent of Holders. Except as provided in Section 9.1 and Section 9.3the next succeeding paragraphs, this Indenture and or the Notes Securities may be amended or supplemented with the consent of the Holders of at least a majority in principal amount aggregate Principal Amount of Notes then outstanding affected by all the supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for Notes), and, subject to Sections 6.8 and 6.12, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes may be waived with the consent of Holders of a majority in principal amount of Notes Securities then outstanding affected by such supplemental indenture implementing such amendment or supplement (including consents obtained in connection with acting as a tender offer or exchange offer for Notessingle class). It shall not be necessary for the consent of the Holders under this Section 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or waiver under this Section 9.2 becomes effective, the Company shall deliver to the Holders affected thereby a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureindenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.29.04 hereof, the Trustee shall join with the Company and the Subsidiary Guarantors Guarantors, if any, in the execution of such amended or supplemental Indenture indenture unless such amended or supplemental Indenture indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended supplemental indenture. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental Indentureindenture or waiver. Subject to Sections 5.02(b), 5.04 and 5.07 hereof, the application of or compliance with, either generally or in a particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the outstanding Securities of that series. Without the consent of each Holder affected hereby, however, an amendment or waiver may not: (a) reduce the percentage in Principal Amount of Securities of any series whose Holders must consent to an amendment, supplement or waiver; (b) change the Stated Maturity of the principal of, or any installment of principal of or interest on, or time for payment of interest on, any Security, or reduce the Principal Amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change any Payment Office where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the redemption date); (c) modify any of the provisions of this Section 9.02, Section 5.04 or Section 4.06, except to increase the percentage in Principal Amount of Holders required under any such Section or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Security affected thereby, provided that this clause (c) will not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 9.02, Section 5.02(b), Section 5.04 and Section 4.06, or the deletion of this proviso, in accordance with the requirements of Section 6.11; (d) impair the rights of Holders of the Securities of any series that are exchangeable or convertible to receive payment or delivery of any consideration due upon the conversion or exchange of the Securities of that series; (e) change in any manner adverse to the interests of the Holders of any outstanding Securities the terms and conditions of the obligations of the Guarantors, if applicable, in respect of the due and punctual payment of the principal thereof (and premium, if any, thereon) and interest thereon or any additional amounts or any sinking fund or analogous payments provided in respect thereof; or (f) modify or amend any of the provisions of the Indenture or Securities of any series as may be set forth in the supplemental indenture with respect to the Securities of that series as requiring the consent of each Holder affected thereby.

With Consent of Holders. Except as otherwise provided in Section 9.1 and Section 9.3herein, this Indenture the Company and the Trustee may amend or supplement this Indenture, the Notes may be amended or supplemented the Subsidiary Guarantees with the written consent of the Holders of at least a majority in principal amount of Notes the then outstanding affected by the supplemental indenture implementing such amendment or supplement Notes (including consents obtained in connection with a tender offer or exchange offer for Notes), and, subject to Sections 6.8 and 6.12, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes may be waived with the consent of Holders of a majority in principal amount of Notes then outstanding affected by such supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for Notes). It shall not be necessary for Upon the consent request of the Holders under this Section 9.2 to approve Company, accompanied by a resolution of the particular form Board of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or waiver under this Section 9.2 becomes effective, Directors of the Company shall deliver to authorizing the Holders affected thereby a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity execution of any such supplemental indenture or waiver. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureamendment, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.29.6 hereof, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of such amended supplemental indenture or supplemental Indenture amendment unless such amended supplemental indenture or supplemental Indenture amendment affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended supplemental indenture. It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed supplemental indenture or amendment, but it shall be sufficient if such consent approves the substance thereof. After a supplemental Indentureindenture or amendment under this Section 9.2 becomes effective, the Company shall mail to the Holders of each Note affected thereby a notice briefly describing the amendment or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture, amendment or waiver. Subject to Sections 6.8 and 6.12 hereof, the Holders of a majority in principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder of Notes affected, an amendment or waiver under this Section may not (with respect to any Notes held by a non-consenting Holder of Notes): (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity of any Note or alter the optional or mandatory redemption provisions (other than provisions relating to the covenants described in Section 4.20 or 4.21) or reduce the prices at which the Company shall offer to purchase such Notes pursuant to Sections 4.20 or 4.21 hereof; (c) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (d) waive a Default or Event of Default in the payment of principal of or interest on, or redemption payment with respect to, any Note (other than a Default in the payment of an amount due as a result of an acceleration if the Holders of Notes rescind such acceleration pursuant to Section 6.2); (e) make any Note payable in money other than that stated in the Note; (f) make any change in the provisions of this Indenture relating to waiver of past defaults or to the rights of Holders to receive payments of principal, premiums or interest on the Notes or in this sentence of this Section 9.2; (g) waive a redemption payment with respect to any Note; (h) make any change to the subordination provisions of Article XI of this Indenture that adversely affects Holders of Notes; or (i) make any change in the foregoing amendment and waiver provisions.

With Consent of Holders. Except as provided in Section 9.1 and Section 9.3the next succeeding paragraphs, this Indenture and or the Notes Securities may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of Notes the Securities then outstanding affected by the supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for Notessuch Securities), and, subject to Sections 6.8 and 6.12, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes Securities may be waived with the consent of the Holders of a majority in principal amount of Notes the then outstanding affected by such supplemental indenture implementing such amendment or supplement Securities (including consents obtained in connection with a tender offer or exchange offer for Notessuch Securities). Upon the request of the Company accompanied by a resolution of its 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 Holders 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 or otherwise, 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 9.2 8.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company shall deliver mail to the Holders affected thereby a notice briefly describing the supplemental indenture amendment, supplement or waiver. Any failure by of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. Upon Subject to Sections 5.04 and 5.07 hereof, the request Holders of a majority in aggregate principal amount of the Securities then outstanding may waive compliance in a particular instance by the Company accompanied by a resolution with any provision of its Board of Directors authorizing this Indenture or the execution of any such amended or supplemental Indenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of Securities. Without the consent of each Holder affected, however, an amendment or waiver may not (with respect to any Security held by a non-consenting Holder): (i) reduce the principal amount of Securities whose Holders must consent to an amendment, supplement or waiver; (ii) reduce the principal of or change the fixed maturity of any Security; (iii) reduce the rate of or change the time for payment of interest on any Security; (iv) 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 as aforesaid, of at least a majority in aggregate principal amount thereof and upon receipt by the Trustee a waiver of the documents described payment default that resulted from such acceleration); (v) make any Security payable in money other than that stated in the Securities; (vi) make any change in Section 7.2, the Trustee shall join with the Company and the Subsidiary Guarantors 5.04 or 5.07 hereof; or (vii) make any change in the execution this sentence of such amended or supplemental Indenture unless such amended or supplemental Indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental IndentureSection 8.02.

With Consent of Holders. Except as provided in Section 9.1 and Section 9.3, this Indenture The Company and the Notes Trustee may be amended amend or supplemented supplement this Indenture, the Securities Guarantees and the Securities with the consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of each series of Securities affected by such amendment or supplemental indenture, with each such series voting as a separate class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities) and, subject to Section 5.8 and Section 5.13 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture, the Securities Guarantees or the Securities may be waived with respect to each series of Securities with the consent of the Holders of a majority in principal amount of Notes then outstanding affected by the supplemental indenture implementing Outstanding Securities of such amendment or supplement series voting as a separate class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for Notesfor, Securities), and, subject to Sections 6.8 and 6.12, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes may be waived with the consent of Holders of a majority in principal amount of Notes then outstanding affected by such supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for Notes). It shall not be necessary for the consent of the Holders under this Section 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or waiver under this Section 9.2 becomes effective, the Company shall deliver to the Holders affected thereby a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. Upon the request of the Company accompanied by a resolution of its Board of Directors Resolution authorizing the execution of any such amended amendment or supplemental Indentureindenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.26.3 hereof, the Trustee shall will join with the Company and the Subsidiary Guarantors in the execution of such amended amendment or supplemental Indenture indenture unless such amended amendment or supplemental Indenture indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall will not be obligated to, enter into such amended amendment or supplemental Indenture. It is not necessary for the consent of the Holders of Securities under this Section 9.2 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance of the proposed amendment, supplement or waiver. After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company will mail to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amendment, supplemental indenture or waiver. Subject to Section 5.8 and Section 5.13 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture, the Securities or the Securities Guarantees may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series voting as a separate class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities). However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.2 may not (with respect to any Securities held by a non-consenting Holder): (a) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2, or change the coin or currency in which any Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date); or (b) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of the Holders of which is required for any such amendment or supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; or (c) modify any of the provisions of Section 5.8 or Section 5.13; or (d) waive a redemption payment with respect to any Security; provided, however, that any purchase or repurchase of Securities shall not be deemed a redemption of the Securities; or (e) release any Guarantor from any of its obligations under its Securities Guarantee or this Indenture, except in accordance with the terms of this Indenture (as amended or supplemented); or (f) make any change in the foregoing amendment and waiver provisions, except to increase any percentage provided for therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby. An amendment or supplemental indenture that changes or eliminates any covenant or other provision of this Indenture that has expressly been included solely for the benefit of one or more particular series of Securities, or that 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.

With Consent of Holders. Except as provided in Section 9.1 and Section 9.3, this Indenture and the Notes may be amended or supplemented with the consent of Holders of at least a majority in principal amount of Notes then outstanding affected by the supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for Notes), and, subject to Sections 6.8 and 6.12, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes may be waived with the consent of Holders of a majority in principal amount of Notes then outstanding affected by such supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for Notes). It shall not be necessary for the consent of the Holders under this Section 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or waiver under this Section 9.2 becomes effective, the Company shall deliver mail to the Holders affected thereby a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.2, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of such amended or supplemental Indenture unless such amended or supplemental Indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture.

With Consent of Holders. Except as provided in Section 9.1 8.01 and Section 9.3the next succeeding paragraphs, this Indenture and or the Notes Securities may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of Notes the Securities then outstanding affected by the supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for Notessuch Securities), and, subject to Sections 6.8 and 6.12, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes Securities may be waived with the consent of the Holders of a majority in principal amount of Notes the then outstanding affected by such supplemental indenture implementing such amendment or supplement Securities (including consents obtained in connection with a tender offer or exchange offer for Notessuch Securities). Upon the request of the Company accompanied by a resolution of its 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 Holders 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 or otherwise, 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 9.2 8.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company shall deliver mail to the Holders affected thereby a notice briefly describing the supplemental indenture amendment, supplement or waiver. Any failure by of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. Upon Subject to Sections 5.04 and 5.07 hereof, the request Holders of a majority in aggregate principal amount of the Securities then outstanding may waive compliance in a particular instance by the Company accompanied by a resolution with any provision of its Board of Directors authorizing this Indenture or the execution of any such amended or supplemental Indenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of Securities. Without the consent of each Holder affected, however, an amendment or waiver may not (with respect to any Security held by a non-consenting Holder): (i) reduce the principal amount of Securities whose Holders must consent to an amendment, supplement or waiver; (ii) reduce the principal of or change the fixed maturity of any Security; (iii) reduce the rate of or change the time for payment of interest on any Security; (iv) 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 as aforesaid, of at least a majority in aggregate principal amount thereof and upon receipt by the Trustee a waiver of the documents described payment default that resulted from such acceleration); (v) make any Security payable in money other than that stated in the Securities; (vi) make any change in Section 7.2, the Trustee shall join with the Company and the Subsidiary Guarantors 5.04 or 5.07 hereof; or (vii) make any change in the execution this sentence of such amended or supplemental Indenture unless such amended or supplemental Indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental IndentureSection 8.02.

With Consent of Holders. (a) Except as provided in this Section 9.1 and Section 9.39.2, this Indenture the Issuers, the Guarantors, the Trustee and the Collateral Agent may amend or supplement the Notes may be amended or supplemented Documents, the Collateral Documents and the Intercreditor Agreements with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding affected by the supplemental indenture implementing such amendment or supplement (including and issued under this Indenture, including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for for, Notes), and, subject to Sections 6.8 6.4 and 6.126.7 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest (including Additional Amounts, if any) on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes Documents, the Collateral Documents and the Intercreditor Agreements may be waived with the consent of the Holders of a majority in aggregate principal amount of Notes the then outstanding affected by such supplemental indenture implementing such amendment or supplement Notes issued under this Indenture (including consents obtained in connection with a purchase of or tender offer or exchange offer for Notes). It Section 2.12 hereof and Section 13.5 hereof shall not determine which Notes are considered to be necessary “outstanding” for the consent purposes of the Holders under this Section 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or waiver under this Section 9.2 becomes effective, the Company shall deliver to the Holders affected thereby a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver9.2. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental IndentureIssuers, and upon the filing with the Trustee and Collateral Agent, as applicable, of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee and Collateral Agent of the documents described in Section 7.2Sections 9.6 and 13.4 hereof, the Trustee shall and Collateral Agent, if applicable, will join with the Company Issuers and the Subsidiary Guarantors Guarantors, if applicable, in the execution of such any amended or supplemental Indenture indenture or amendment or supplement to the Notes Documents, Intercreditor Agreements or any other Collateral Documents unless such amended or supplemental Indenture indenture or amendment or supplement to the Notes Documents, Intercreditor Agreements or any other Collateral Documents affects the Trustee’s or Collateral Agent’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee and Collateral Agent, if applicable, may in its their discretion, but shall will not be obligated to, enter into such amended or supplemental Indentureindenture or amendment or supplement to the Notes Documents, Intercreditor Agreements or any other Collateral Documents. (b) Without the consent of each Holder of Notes affected, an amendment, supplement or waiver may not, with respect to any Notes issued thereunder and held by a nonconsenting Holder: (1) reduce the principal amount of such Notes whose Holders must consent to an amendment; (2) reduce the stated rate of or extend the stated time for payment of interest on any such Note (other than provisions relating to Sections 3.5 and 3.9); (3) reduce the principal of or extend the Stated Maturity of any such Note (other than provisions relating to Change of Control and Asset Dispositions); (4) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case as set forth in Section 5.7; (5) make any such Note payable in currency other than that stated in such Note; (6) impair the right of any Holder to receive payment of principal of and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any such payment on or with respect to such Holder’s Notes; (7) waive a Default or Event of Default with respect to the nonpayment of principal, premium or interest (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of such Notes and a waiver of the payment default that resulted from such acceleration); (8) make any change in the provisions in the Intercreditor Agreements or this Indenture dealing with the application of proceeds of Collateral that would adversely affect the Holders of the Notes in any material respect; or (9) make any change in the amendment or waiver provisions which require the Holders’ consent described in this Section 9.2. In addition, without the consent of the Holders of at least two-thirds in aggregate principal amount of the Notes then outstanding, no amendment or waiver may release all or substantially all of the Collateral from the Lien of this Indenture and the Collateral Documents with respect to the Notes. It shall not be necessary for the consent of the Holders under this Indenture to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. A consent to any amendment, supplement or waiver under this Indenture by any Holder of the Notes given in connection with a tender or exchange of such Holder’s Notes will not be rendered invalid by such tender or exchange. After an amendment or supplement under this Section 9.2 becomes effective, the Issuers shall mail to Holders a notice briefly describing such amendment or supplement. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment or supplement.

With Consent of Holders. Except as provided in Section 9.1 and Section 9.3the next succeeding paragraphs, this Indenture and or the Notes Securities may be amended or supplemented with the consent of the Holders of at least a majority in principal amount aggregate Principal Amount of Notes the Securities then outstanding affected by the such supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for Notes)indenture, and, subject to Sections 6.8 and 6.12, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes Securities of any series may be waived with the consent of the Holders of a majority in principal amount aggregate Principal Amount of Notes the then outstanding Securities affected by such supplemental indenture implementing such amendment default or supplement (including consents obtained in connection with a tender offer or exchange offer for Notes). It shall not be necessary for the consent of the Holders under this Section 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or waiver under this Section 9.2 becomes effective, the Company shall deliver to the Holders affected thereby a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waivercompliance. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureindenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.28.04 hereof, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of such amended or supplemental Indenture indenture unless such amended or supplemental Indenture indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended supplemental indenture. It shall not be necessary for the consent of the Holders under this Section 8.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental Indentureindenture or waiver. Subject to Sections 5.04 and 5.07 hereof, the Holders of a majority in aggregate Principal Amount of the Securities then outstanding affected may waive compliance in a particular instance by the Company with any provision of this Indenture or such Securities. Without the consent of each Holder affected hereby, however, an amendment or waiver may not: (a) reduce the Principal Amount of Securities of any series whose Holders must consent to an amendment, supplement or waiver; (b) change the stated maturity of the principal of, or any installment of principal of or interest on, or time for payment of interest on, any Security, or reduce the Principal Amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change any Payment Office where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the stated maturity thereof (or, in the case of redemption, on or after the redemption date); (c) modify any of the provisions of this Section 8.02, Section 5.04 or Section 4.06, except to increase the percentage in Principal Amount of Holders required under any such Section or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Security affected thereby, provided, however, that this clause (c) will not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 8.02, Section 5.04 and Section 4.06, or the deletion of this proviso; or (d) make any change in this sentence of this Section 8.02.

With Consent of Holders. Except as provided in Section 9.1 and Section 9.3, this Indenture The Company and the Notes Trustee may be amended amend or supplemented supplement this Indenture, the Securities Guarantees and the Securities with the consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of each series of Securities affected by such amendment or supplemental indenture, with each such series voting as a separate class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for Securities) and, subject to Section 5.8 and Section 5.13 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture, the Securities Guarantees or the Securities may be waived with respect to each series of Securities with the consent of the Holders of a majority in principal amount of Notes then outstanding affected by the supplemental indenture implementing Outstanding Securities of such amendment or supplement series voting as a separate class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for Notesfor, Securities), and, subject to Sections 6.8 and 6.12, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes may be waived with the consent of Holders of a majority in principal amount of Notes then outstanding affected by such supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for Notes). It shall not be necessary for the consent of the Holders under this Section 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or waiver under this Section 9.2 becomes effective, the Company shall deliver to the Holders affected thereby a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureindenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.26.3 hereof, the Trustee shall will join with the Company and the Subsidiary Guarantors in the execution of such amended or supplemental Indenture indenture unless such amended or supplemental Indenture indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall will not be obligated to, enter into such amended or supplemental Indenture. It is not necessary for the consent of the Holders of Securities under this Section 9.2 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance of the proposed amendment, supplement or waiver. After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company will mail to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 and Section 5.13 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture, the Securities or the Securities Guarantees may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.2 may not (with respect to any Securities held by a non-consenting Holder): (a) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or (b) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or (c) modify any of the provisions of this Section 9.2, Section 5.8, Section 5.13 or Section 10.6, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, provided, however, that this clause (c) shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Section 6.11(b) and Section 9.1(i); or (d) waive a redemption payment with respect to any Security; provided, however, that any purchase or repurchase of Securities shall not be deemed a redemption of the Securities; or (e) release any Guarantor from any of its obligations under its Securities Guarantee or this Indenture, except in accordance with the terms of this Indenture (as supplemented by any supplemental indenture); or (f) make any change in the foregoing amendment and waiver provisions. A supplemental indenture that changes or eliminates any covenant or other provision of this Indenture that has expressly been included solely for the benefit of one or more particular series of Securities, or that 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.

With Consent of Holders. Except (a) Subject to Sections 6.4 and 6.7 hereof, the Issuers and the Trustee, as provided in Section 9.1 and Section 9.3applicable, may amend, or waive any provision of, this Indenture and or the Notes may be amended or supplemented Notes, with the written consent of the Holders of at least a majority in of the aggregate principal amount of Notes the then outstanding affected by the supplemental indenture implementing such amendment or supplement Notes (including consents obtained in connection with a tender offer or exchange offer for Notes), and, subject to Sections 6.8 and 6.12, any existing Default or Event of Default . (other than a Default or Event of Default in b) Upon the payment request of the principal ofIssuers, premium, if any, or interest on the Notes, except accompanied by a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes may be waived with the consent of Holders of a majority in principal amount of Notes then outstanding affected by such supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for Notes). It shall not be necessary for the consent resolution of the Holders under this Section 9.2 to approve Board of Directors of each of the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves Issuers authorizing the substance thereof. After a supplemental indenture or waiver under this Section 9.2 becomes effective, the Company shall deliver to the Holders affected thereby a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity execution of any such supplemental indenture or waiver. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureamendment, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.29.6 hereof, the Trustee shall join with the Company and the Subsidiary Guarantors Issuers in the execution of such amended supplemental indenture or supplemental Indenture amendment unless such amended supplemental indenture or supplemental Indenture amendment affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended supplemental indenture. (c) It shall not be necessary for the consent of the Holders under this Section 9.2 to approve the particular form of any proposed supplemental indenture or amendment, but it shall be sufficient if such consent approves the substance thereof. (d) After a supplemental Indentureindenture or amendment under this Section 9.2 becomes effective, the Issuers shall mail to the Holders of each Note affected thereby a notice briefly describing the amendment or waiver. Any failure of the Issuers to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture, amendment or waiver. (i) Notwithstanding any other provision hereof, without the consent of each Holder affected, an amendment or waiver under this Section 9.2 may not (with respect to any Notes held by a non-consenting Holder): (ii) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (iii) reduce the principal of, or the premium (including, without limitation, redemption premium) on, or change the fixed maturity of, any Note; alter the provisions with respect to the payment on redemption of the Notes; or alter the price at which repurchases of the Notes may be made pursuant to Section 4.10 or 4.14 hereof, after the Asset Sale or Change of Control, respectively, has occurred; (iv) reduce the rate of or change the time for payment of interest on any Note; (v) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); (vi) make any Note payable in money other than that stated in the Notes; (vii) make any change in Section 6.4 or 6.7 hereof or in this Section 9.2; (viii) waive a redemption payment with respect to any Note in a redemption made pursuant to Article 3 hereof; or (e) adversely affect the contractual ranking of the Notes or Subsidiary Guarantees. (f) Notwithstanding any other provision hereof, without the consent of the Holders of not less than two-thirds in aggregate principal amount of the Notes at the time outstanding, the Issuers, the Subsidiary Guarantors and the Trustee may not amend or supplement the Security Documents, or waive or modify the rights of the Holders thereunder or the provisions of this Indenture relating thereto.

With Consent of Holders. Except as provided in Section 9.1 and Section 9.3, this Indenture The Company and the Notes Trustee may be amended amend or supplemented supplement this Indenture, the Securities Guarantees and the Securities with the consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of each series of Securities affected by such amendment or supplemental indenture, with each such series voting as a separate class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities) and, subject to Section 5.8 and Section 5.13 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture, the Securities Guarantees or the Securities may be waived with respect to each series of Securities with the consent of the Holders of a majority in principal amount of Notes then outstanding affected by the supplemental indenture implementing Outstanding Securities of such amendment or supplement series voting as a separate class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for Notes)for, and, subject to Sections 6.8 and 6.12, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes may be waived with the consent of Holders of a majority in principal amount of Notes then outstanding affected by such supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for NotesSecurities). It shall is not be necessary for the consent of the Holders of Securities under this Section 9.2 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it shall be is sufficient if such consent approves the substance thereofof the proposed amendment, supplement or waiver. After a supplemental indenture an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company shall deliver will mail to the Holders of Securities affected thereby a notice briefly describing the supplemental indenture amendment, supplement or waiver. Any failure by of the Company to mail such notice, or any defect therein, shall will not, however, in any way impair or affect the validity of any such amendment, supplemental indenture or waiver. Upon Notwithstanding anything contained herein to the request contrary, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.2 may not (with respect to any Securities held by a non-consenting Holder): (a) change the Stated Maturity of the Company accompanied by principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a resolution declaration of its Board acceleration of Directors authorizing the execution Maturity thereof pursuant to Section 5.2, or change the coin or currency in which any Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such amended payment on or supplemental Indentureafter the Stated Maturity thereof (or, and upon in the filing with case of redemption, on or after the Trustee Redemption Date); or (b) reduce the percentage in principal amount of evidence reasonably satisfactory to the Trustee Outstanding Securities of any series, the consent of the Holders as aforesaidof which is required for any such amendment or supplemental indenture, and upon receipt by or the Trustee consent of the documents described Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; or (c) modify any of the provisions of Section 7.25.8 or Section 5.13; or (d) waive a redemption payment with respect to any Security; provided, however, that any purchase or repurchase of Securities shall not be deemed a redemption of the Trustee shall join Securities; or (e) release any Guarantor from any of its obligations under its Securities Guarantee or this Indenture, except in accordance with the Company and the Subsidiary Guarantors terms of this Indenture (as amended or supplemented); or (f) make any change in the execution foregoing amendment and waiver provisions, except to increase any percentage provided for therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby. An amendment or supplemental indenture that changes or eliminates any covenant or other provision of this Indenture that has expressly been included solely for the benefit of one or more particular series of Securities, or that modifies the rights of the Holders of Securities of such amended series with respect to such covenant or supplemental Indenture unless such amended or supplemental Indenture affects other provision, shall be deemed not to affect the Trustee’s own rights, duties or immunities rights under this Indenture or otherwise, in which case of the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental IndentureHolders of Securities of any other series.

With Consent of Holders. Except Subject to Sections 6.4 and 6.7 hereof, the Company and the Trustee, as provided in Section 9.1 and Section 9.3applicable, may amend, or waive any provision of, this Indenture and or the Notes may be amended or supplemented Notes, with the written consent of the Holders of at least a majority in of the principal amount of Notes the then outstanding affected by the supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for Notes), and, subject to Sections 6.8 and 6.12, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes may be waived with the consent of Holders of a majority in principal amount of Notes then outstanding affected by such supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for Notes). It shall not be necessary for Upon the consent request of the Holders under this Section 9.2 to approve Company, accompanied by a resolution of the particular form Board of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or waiver under this Section 9.2 becomes effective, Directors of the Company shall deliver to authorizing the Holders affected thereby a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity execution of any such supplemental indenture or waiver. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureamendment, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.29.6 hereof, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of such amended supplemental indenture or supplemental Indenture amendment unless such amended supplemental indenture or supplemental Indenture amendment affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended supplemental indenture. It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed supplemental indenture or amendment, but it shall be sufficient if such consent approves the substance thereof. After a supplemental Indentureindenture or amendment under this Section becomes effective, the Company shall mail to the Holders of each Note affected thereby a notice briefly describing the amendment or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture, amendment or waiver. Notwithstanding any other provision hereof, without the consent of each Holder affected, an amendment or waiver under this Section may not (with respect to any Notes held by a nonconsenting Holder): (1) reduce the principal amount of Notes 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 Note; (3) reduce the principal of, or the premium on, or change the fixed maturity of any Note or alter Article 3 hereof or numbered paragraphs 5 or 6 of Exhibit A to this Indenture or the price at which the Company shall offer to purchase such Notes pursuant to Sections 4.10 or 4.14 hereof; (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on, or redemption payment with respect to, any Note (other than a Default in the payment of an amount due as a result of an acceleration if the Holder rescinds such acceleration pursuant to Section 6.2); (5) make any Note payable in money other than that stated in the Notes; (6) make any change in Section 6.4 or 6.7 hereof or in this Section 9.2; or (7) make any change adversely affecting the contractual ranking of the Obligations.

With Consent of Holders. Except as provided below in this Section 9.1 and Section 9.39.2, this Indenture the Company, any Guarantor and the Trustee together may amend this Indenture, the Notes may be amended or supplemented and any Subsidiary Guarantee with the written consent of the Holders of at least a majority in aggregate principal amount of Notes the then outstanding affected by the supplemental indenture implementing such amendment or supplement Notes (including consents obtained in connection with a purchase of or a tender offer or exchange offer for Notes). Upon the request of the Company, andaccompanied by a resolution of the Board of Directors of the Company, subject authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to Sections 6.8 the Trustee of the consent of the Holders as aforesaid, and 6.12upon receipt by the Trustee of the documents described in Section 9.6 hereof, the Trustee shall join with the Company and any existing Default or Event of Default (other than a Default or Event of Default Guarantor, as the case may be, in the payment execution of such supplemental indenture unless such supplemental indenture adversely affects the principal ofTrustee's own rights, premium, if any, duties or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of immunities under this Indenture or otherwise, in which case the Notes Trustee may in its discretion, but shall not be waived with the consent of Holders of a majority in principal amount of Notes then outstanding affected by obligated to, enter into such supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for Notes)indenture. It shall not be necessary for the consent of the Holders under this Section 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture an amendment or waiver under this Section 9.2 becomes effective, the Company shall deliver mail to the Holders of each Note affected thereby a notice briefly describing the supplemental indenture amendment or waiver. Any failure by of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. Upon Subject to Sections 6.4 and 6.7 hereof, the request Holders of a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of or a tender offer or exchange offer for Notes) may waive any existing default or compliance in a particular instance by the Company accompanied by a resolution or any Guarantor with any provision of its Board of Directors authorizing this Indenture or the execution of any such amended or supplemental IndentureNotes. However, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of without the consent of each Holder affected, an amendment or waiver under this Section may not (with respect to any Notes held by a non-consenting Holder): (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity of any Note or waive any of the provisions with respect to the redemption of the Notes; (c) reduce the rate of or change the time for payment of interest on any Note; (d) waive a Default or an Event of Default in the payment of principal of or premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the Holders as aforesaid, and upon receipt by the Trustee of at least a majority in aggregate principal amount of the documents described then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (e) make any Note payable in Section 7.2, the Trustee shall join with the Company and the Subsidiary Guarantors money other than that stated in the execution Note; (f) make any change in the provisions of such amended this Indenture relating to waivers of past Defaults or supplemental Indenture unless such amended the rights of Holders of Notes to receive payments of principal of or supplemental Indenture affects premium, if any, or interest or Liquidated Damages on the Trustee’s own rights, duties Notes; (g) waive a redemption payment with respect to any Note; (h) modify or immunities under change any provision of this Indenture or otherwisethe related definitions affecting the subordination or ranking of the Notes in a manner which adversely affects the Holders in any material respect; (i) except pursuant to Article 8 or pursuant to Section 11.4, release any Guarantor from its obligations under a Subsidiary Guarantee, or change any such Subsidiary Guarantee in which case any manner that would adversely affect the Trustee may Holders in its discretion, but shall not be obligated to, enter into such amended or supplemental Indentureany material respect; or (j) make any change in the foregoing amendment and waiver provisions.

With Consent of Holders. Except as otherwise provided in Section 9.1 and Section 9.3herein, this Indenture the Company and the Trustee may amend or supplement this Indenture, the Collateral Documents, the Notes may be amended or supplemented the Subsidiary Guarantees with the written consent of the Holders of at least a majority in principal amount of Notes the then outstanding affected by the supplemental indenture implementing such amendment or supplement Notes (including consents obtained in connection with a tender offer or exchange offer for Notes), and, subject to Sections 6.8 and 6.12, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes may be waived with the consent of Holders of a majority in principal amount of Notes then outstanding affected by such supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for Notes). It shall not be necessary for Upon the consent request of the Holders under this Section 9.2 to approve Company, accompanied by a resolution of the particular form Board of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or waiver under this Section 9.2 becomes effective, Directors of the Company shall deliver to authorizing the Holders affected thereby a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity execution of any such supplemental indenture or waiver. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureamendment, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.29.6 hereof, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of such amended supplemental indenture or supplemental Indenture amendment unless such amended supplemental indenture or supplemental Indenture amendment affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended supplemental indenture. It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed supplemental indenture or amendment, but it shall be sufficient if such consent approves the substance thereof. After a supplemental Indentureindenture or amendment under this Section 9.2 becomes effective, the Company shall mail to the Holders of each Note affected thereby a notice briefly describing the amendment or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture, amendment or waiver. Subject to Sections 6.8 and 6.12 hereof, the Holders of a majority in principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder of Notes affected, an amendment or waiver under this Section may not (with respect to any Notes held by a non-consenting Holder of Notes): (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity of any Note or alter the optional or mandatory redemption provisions (other than provisions relating to the covenants described in Section 4.20 or 4.21) or reduce the prices at which the Company shall offer to purchase such Notes pursuant to Sections 4.20 or 4.21 hereof; (c) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (d) waive a Default or Event of Default in the payment of principal of or interest on, or redemption payment with respect to, any Note (other than a Default in the payment of an amount due as a result of an acceleration if the Holders of Notes rescind such acceleration pursuant to Section 6.2); (e) make any Note payable in money other than that stated in the Note; (f) make any change in the provisions of this Indenture relating to waiver of past defaults or to the rights of Holders to receive payments of principal of, or interest on the Notes or in this sentence of this Section 9.2; (g) waive a redemption payment with respect to any Note; (h) release all or substantially all of the Collateral from the Lien of this Indenture or the Collateral Documents (except in accordance with the provisions hereof or thereof) (i) make any change in the foregoing amendment and waiver provisions.

With Consent of Holders. Except as provided in Section 9.1 and Section 9.3The Partnership, this Indenture the Guarantors (if any) and the Notes Trustee may be amended amend or supplemented supplement this Indenture, the Securities Guarantee and the Securities with the consent of the Holders of at least a majority in aggregate principal amount of Notes then outstanding the Outstanding Securities of each series of Securities affected by the supplemental indenture implementing such amendment or supplement supplemental indenture, with each such series voting as a separate class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities) and, subject to Section 5.8 and Section 5.13 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture, the Securities Guarantee or the Securities may be waived with respect to each series of Securities with the consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series voting as a separate class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for Notes)for, and, subject to Sections 6.8 and 6.12, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes may be waived with the consent of Holders of a majority in principal amount of Notes then outstanding affected by such supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for NotesSecurities). It shall is not be necessary for the consent of the Holders of Securities under this Section 9.2 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it shall be is sufficient if such consent approves the substance thereofof the proposed amendment, supplement or waiver. After a supplemental indenture an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company shall deliver Partnership will mail to the Holders of Securities affected thereby a notice briefly describing the supplemental indenture amendment, supplement or waiver. Any failure by of the Company Partnership to mail such notice, or any defect therein, shall will not, however, in any way impair or affect the validity of any such amendment, supplemental indenture or waiver. Upon Notwithstanding anything contained herein to the request contrary, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.2 may not (with respect to any Securities held by a non-consenting Holder): (a) change the Stated Maturity of the Company accompanied by principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a resolution declaration of its Board acceleration of Directors authorizing the execution Maturity thereof pursuant to Section 5.2, or change the coin or currency in which any Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date therefor); or (b) reduce the percentage in aggregate principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such amendment or supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; or (c) modify any of the provisions of Section 5.8 or Section 5.13; or (d) waive a redemption payment with respect to any Security; provided, however, that any purchase or repurchase of Securities shall not be deemed a redemption of the Securities; or (e) release any Guarantor from any of its obligations under its Securities Guarantee or this Indenture, except in accordance with the terms of this Indenture (as amended or supplemental Indenturesupplemented); or (f) make any change in the foregoing amendment and waiver provisions, and upon the filing with the Trustee except to increase any percentage provided for therein or to provide that certain other provisions of evidence reasonably satisfactory to the Trustee of this Indenture cannot be modified or waived without the consent of the Holders as aforesaidHolder of each Outstanding Security affected thereby. An amendment or supplemental indenture that changes or eliminates any covenant or other provision of this Indenture that has expressly been included solely for the benefit of one or more particular series of Securities, and upon receipt by or that modifies the Trustee rights of the documents described in Section 7.2, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution Holders of Securities of such amended series with respect to such covenant or supplemental Indenture unless such amended or supplemental Indenture affects other provision, shall be deemed not to affect the Trustee’s own rights, duties or immunities rights under this Indenture or otherwise, in which case of the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental IndentureHolders of Securities of any other series.

With Consent of Holders. Except as provided in Section 9.1 and Section 9.3, this Indenture The Company and the Notes Trustee may be amended amend or supplemented enter into an indenture or indentures supplemental hereto with the written consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes. The Holders of a majority in principal amount of the Notes then outstanding may, or the Trustee with the written consent of the Holders of at least a majority in principal amount of Notes the then outstanding affected Notes may, waive compliance in a particular instance by the supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for Notes), and, subject to Sections 6.8 and 6.12, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance Company with any provision of this Indenture or the Notes may be waived with the consent of Holders of a majority in principal amount of Notes then outstanding affected by such supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for Notes). It shall not be necessary for the consent of the Holders under this Section 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or waiver under this Section 9.2 becomes effective, the Company shall deliver to the Holders affected thereby a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. Upon the request of the Company Company, accompanied by a resolution of its the Board of Directors authorizing the execution of any such amended amendment or supplemental Indentureindenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.29.6 hereof, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of such amended amendment or supplemental Indenture indenture unless such amended amendment or supplemental Indenture indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended amendment or supplemental indenture. It shall not be necessary for the consent of the Holders under this Section 9.2 to approve the particular form of any proposed amendment, supplemental indenture or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplemental indenture or waiver under Section 9.1 or this Section 9.2 becomes effective, the Company shall mail to the Holders of each Note affected thereby a copy of such amendment, supplemental indenture or waiver and a notice briefly describing the amendment, supplemental indenture or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplemental indenture or waiver. Notwithstanding the first paragraph of this Section 9.2, without the consent of each Holder affected, an amendment, supplemental indenture or waiver under this Section 9.2 shall not: (1) reduce the principal amount of Notes whose Holders must consent to an amendment; (2) reduce the stated rate of or extend the stated time for payment of interest, including default interest, on any Note; (3) reduce the principal of, any installment of interest on or any premium with respect to any Note, change the Stated Maturity of any Note or change the periods during which any Note may be redeemed in accordance with Section 3.7; (4) make any Note payable in currency other than that stated in the Note; (5) impair the right of any Holder of the Notes to receive payment of principal of and interest on Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder's Notes; (6) after the Company's obligation to purchase notes arises hereunder, amend, change or modify in any material respect in a manner adverse to the Holders of 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 Asset Sale Offer with respect to any Asset Disposition that has been consummated or, after such Change of Control has occurred or such Asset Disposition has been consummated, modify any of the provisions or definitions with respect thereto; (7) reduce the percentage in principal amount of outstanding Notes the consent of the Holders of which is necessary to amend this Indenture, to waive compliance with certain provisions of this Indenture or to waive certain defaults; or (8) release any Guarantor from any of its obligations under the Subsidiary Guarantee or this Indenture, except as permitted hereunder.

With Consent of Holders. Except as provided below in this Section 9.1 9.02, the Issuers, the Trustee and Section 9.3Collateral Trustee, as applicable, may amend or supplement this Indenture Indenture, the Notes and the Notes may be amended or supplemented other Note Documents with the consent of the Holders of at least a majority 66.67% in aggregate principal amount of the Notes then outstanding affected by the supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for Notes)outstanding, and, subject to Sections 6.8 Section 6.04 and 6.12Section 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of at least 66.67% in aggregate principal amount of the then outstanding Notes. For the avoidance of doubt, any existing Default or Event of Default may, by notice to the Trustee, be waived by the Holders of a majority in aggregate principal amount of the outstanding Notes then outstanding affected in accordance with Section 6.04 hereof. Upon the request of the Issuers accompanied by a resolution of their respective Board of Directors authorizing the execution of any such amended or supplemental indenture implementing such or amendment or supplement (including consents obtained to any Note Document, and upon the filing with the Trustee and Collateral Trustee, if applicable, of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee and Collateral Trustee, if applicable, of the documents described in connection Section 9.05 hereof, the Trustee and Collateral Trustee, if applicable, shall join with a tender offer the Issuers in the execution of such amended or exchange offer for Notes)supplemental indenture or amendment or supplement to any Note Document unless such amended or supplemental indenture or amendment or supplement to such Note Document affects the Trustee’s or Collateral Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case each of the Trustee and Collateral AgentTrustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture or amendment or supplement to such Note Document. It shall not be necessary for the consent of the Holders under this Section 9.2 9.02 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture an amendment, supplement or waiver under this Section 9.2 9.02 becomes effective, the Company Issuers shall deliver send to the Holders affected thereby (with a copy to the Trustee) a notice briefly describing the supplemental indenture amendment, supplement or waiver. Any failure by of the Company Issuers to mail send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Upon Subject to Section 6.04 and Section 6.07 hereof, the request Holders of at least 66.67% in aggregate principal amount of the Company accompanied Notes then outstanding may waive compliance in a particular instance by the Issuers with any provision of this Indenture or the Notes. Notwithstanding other provisions of this Section 9.02, unless consented to by the Holders of at least 85.00% of the aggregate principal amount of the then outstanding Notes, an amendment, supplement or waiver under this Section 9.02 may not (i) release the Liens for the benefit of the Holders of the Notes on all or substantially all of the Collateral, (ii) alter or waive the provisions with respect to the redemption of the Notes described under Section 4.10, Section 4.14, Section 4.16 and Section 4.18 or (iii) modify or change any provision of this Indenture affecting the ranking of the Notes in a manner materially adverse to the Holders of the Notes. Notwithstanding other provisions of this Section 9.02, without the consent of each Holder affected, an amendment, supplement or waiver may not (with respect to any Notes held by a resolution non-consenting Holder): (1) reduce the principal amount of its Board or change the Stated Maturity of Directors authorizing any installment of principal of any Note or alter or waive the execution provisions with respect to the redemption of the Notes (other than the provisions described under Section 4.10, Section 4.14 and Section 4.16); (2) reduce the rate of or change the Stated Maturity of any interest payment on any Note; (3) reduce the amount payable upon the redemption of any Note or, in respect of an optional redemption, the times at which any Note may be redeemed; (4) after the time an Offer to Purchase is required to have been made, reduce the purchase amount or purchase price, or extend the latest expiration date or purchase date thereunder; (5) make any Note payable in money other than that stated in the Note; (6) impair the right of any Holder of Notes to receive any principal payment or interest payment on such Holder’s Notes, on or after the Stated Maturity thereof, or institute suit for the enforcement of any such amended payment; (7) make any change in the percentage of the principal amount of the Notes whose Holders must consent to an amendment or supplemental Indenturewaiver; (8) [reserved]; (9) [reserved]; (10) modify or amend the provisions in this Indenture regarding the waiver of past Defaults and the waiver of certain covenants by the Holders of such Notes affected thereby, and upon the filing with the Trustee except to increase any percentage vote required or to provide that certain other provisions of evidence reasonably satisfactory to the Trustee of this Indenture may not be modified or waived without the consent of the Holders as aforesaid, and upon receipt by the Trustee Holder of each Note affected thereby; or (11) modify or amend any of the documents described in Section 7.2above or this amendment and waiver provision. Neither the Issuers nor any of their Subsidiaries or Affiliates may, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the Trustee shall join with the Company and the Subsidiary Guarantors in the execution terms or provisions of such amended or supplemental Indenture unless such amended or supplemental Indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwisethe Notes unless such consideration is offered to be paid or agreed to be paid to all Holders that consent, waive or agree to amend such term or provision within the time period set forth in the solicitation documents relating to the consent, waiver or amendment. For the avoidance of doubt, no amendment to, or deletion of any of the covenants described in Article IV hereof, in which each case in accordance with the Trustee may provisions governing such amendment or deletion contained in its discretionthis Indenture, but or action taken in compliance with such covenants in effect at the time of such action, shall not be obligated todeemed to impair or affect any legal rights of any Holders to receive payment of principal of or premium, enter into if any, or interest on the Notes or to institute suit for the enforcement of any payment on or with respect to such amended or supplemental IndentureHolder’s Notes.

With Consent of Holders. Except as provided below in this Section 9.1 9.02, the Company, the Trustee and Section 9.3Collateral Trustee, as applicable, may amend or supplement this Indenture Indenture, the Notes, and the Notes may be amended or supplemented other Note Documents with the consent of the Holders of at least a majority 66.67% in aggregate principal amount of Notes then the outstanding affected by the supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for Notes), and, subject to Sections 6.8 Section 6.04 and 6.12Section 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of at least 66.67% in aggregate principal amount of the outstanding Notes. For the avoidance of doubt, any existing Default or Event of Default may, by notice to the Trustee, be waived by the Holders of a majority in aggregate principal amount of the outstanding Notes then outstanding affected in accordance with Section 6.04 hereof. Upon the request of the Company accompanied by a resolution of the Board of Directors of the Company authorizing the execution of any such amended or supplemental indenture implementing such or amendment or supplement (including consents obtained to any Note Document, and upon the filing with the Trustee and Collateral Trustee, if applicable, of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee and Collateral Trustee, if applicable, of the documents described in connection Section 9.05 hereof, the Trustee and Collateral Trustee, if applicable, shall join with a tender offer the Company in the execution of such amended or exchange offer for Notes)supplemental indenture or amendment or supplement to any Note Document unless such amended or supplemental indenture or amendment or supplement to such Note Document affects the Trustee’s or Collateral Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case each of the Trustee and Collateral Agent may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture or amendment or supplement to such Note Document. It shall not be necessary for the consent of the Holders under this Section 9.2 9.02 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture an amendment, supplement or waiver under this Section 9.2 9.02 becomes effective, the Company shall deliver send to the Holders affected thereby (with a copy to the Trustee) a notice briefly describing the supplemental indenture amendment, supplement or waiver. Any failure by of the Company to mail send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Upon Subject to Section 6.04 and Section 6.07 hereof, the request Holders of at least 66.67% in aggregate principal amount of the outstanding Notes may waive future compliance in a particular instance by the Company accompanied with any provision of this Indenture or the Notes. Notwithstanding other provisions of this Section 9.02, unless consented to by the Holders of at least 85.00% of the aggregate principal amount of the then outstanding Notes, an amendment, supplement or waiver under this Section 9.02 may not (i) release the Liens for the benefit of the Holders of the Notes on all or substantially all of the Collateral, (ii) alter or waive the provisions with respect to the redemption of the Notes described under Section 4.10 or Section 4.14 or (iii) modify or change any provisions of this Indenture affecting the ranking of the Notes in a manner materially adverse to the Holders of the Notes. Notwithstanding other provisions of this Section 9.02, without the consent of each Holder affected, an amendment, supplement or waiver may not (with respect to any Notes held by a resolution non-consenting Holder): (1) reduce the principal amount of its Board or change the Stated Maturity of Directors authorizing any installment of principal of any Note or waive the execution provisions with respect to the redemption of the Notes (other than the provisions described under Section 4.10 and 4.14); (2) reduce the rate of or change the Stated Maturity of any interest payment on any Note; (3) reduce the amount payable upon the redemption of any Note or, in respect of an optional redemption, the times at which any Note may be redeemed; (4) after the time an offer to purchase pursuant to Section 4.10, 4.14, 4.17 and 4.18 hereof is required to have been made, reduce the purchase amount or purchase price, or extend the latest expiration date or purchase date thereunder; (5) make any Note payable in money other than that stated in the Note; (6) impair the right of any Holder of Notes to receive any principal payment or interest payment on such Holder’s Notes or Note Guarantee, on or after the Stated Maturity thereof, or eliminate the contractual right expressly set forth in this Indenture or the Notes of any Holder to institute suit for the enforcement of any such amended payment; (7) make any change in the percentage of the principal amount of the Notes whose Holders must consent to an amendment or supplemental Indenturewaiver; (8) [reserved]; (9) make any change in any Note Guarantee that would adversely affect the Holder of Notes; (10) modify or amend the provisions in this Indenture regarding the waiver of past Defaults and the waiver of certain covenants by the Holders of such Notes affected thereby, and upon the filing with the Trustee except to increase any percentage vote required or to provide that certain other provisions of evidence reasonably satisfactory to the Trustee of this Indenture may not be modified or waived without the consent of the Holders as aforesaidHolder of each Note affected thereby, and upon receipt by the Trustee or (11) modify or amend any of the documents described in Section 7.2, the Trustee shall join with above or this amendment and waiver provision. Neither the Company and nor any of its Subsidiaries or Affiliates may, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the Subsidiary Guarantors in the execution terms or provisions of such amended or supplemental Indenture unless such amended or supplemental Indenture affects the Trustee’s own rights, duties or immunities under this Indenture or the Notes unless such consideration is offered to be paid or agreed to be paid to all Holders of the Notes that consent, waive or agree to amend such term or provision within the time period set forth in the solicitation documents relating to the consent, waiver or amendment. In addition, neither the Company nor any of its Subsidiaries or Affiliates may, directly or indirectly, pay or cause to be paid any consideration, whether by way of consent fee, pay down, future collateral, or otherwise, to any holder of Debt under the LC Agreement for or as an inducement to any consent, waiver, forbearance or amendment of any financial maintenance or minimum liquidity covenants included in which case the Trustee may in its discretionLC Agreement unless such consideration is offered to be paid or agreed to be paid to all Holders of the Notes on a pro rata basis. For the avoidance of doubt, but shall not be obligated no amendment to, enter into or deletion of any of the covenants described in Article IV hereof, in each case in accordance with the provisions governing such amended amendment or supplemental deletion contained in this Indenture, or action taken in compliance with such covenants in effect at the time of such action, shall be deemed to impair or affect any legal rights of any Holders to receive payment of principal of or premium, if any, or interest on the Notes or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes.

With Consent of Holders. Except (a) Subject to Sections 6.4 and 6.7, DIMAC Holdings and the Trustee, as provided in Section 9.1 and Section 9.3applicable, may amend, or waive any provision of, this Indenture and or the Notes may be amended or supplemented Notes, with the written consent of the Holders of at least a majority in of the principal amount of Notes the then outstanding affected by the supplemental indenture implementing such amendment or supplement Notes (including consents obtained in connection with a tender offer or exchange offer for Notes). (b) Upon the request of DIMAC Holdings, and, subject to Sections 6.8 and 6.12, any existing Default or Event of Default (other than accompanied by a Default or Event of Default in the payment resolution of the principal of, premium, if any, or interest on Board of Directors of DIMAC Holdings authorizing the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes may be waived with the consent of Holders of a majority in principal amount of Notes then outstanding affected by such supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for Notes). It shall not be necessary for the consent of the Holders under this Section 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or waiver under this Section 9.2 becomes effective, the Company shall deliver to the Holders affected thereby a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity execution of any such supplemental indenture or waiver. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureamendment, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.29.6, the Trustee shall join with the Company and the Subsidiary Guarantors DIMAC Holdings in the execution of such amended supplemental indenture or supplemental Indenture amendment unless such amended supplemental indenture or supplemental Indenture amendment affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended supplemental indenture. (c) It shall not be necessary for the consent of the Holders under this Section 9.2 to approve the particular form of any proposed supplemental indenture or amendment, but it shall be sufficient if such consent approves the substance thereof. (d) After a supplemental Indentureindenture or amendment under this Section 9.2 becomes effective, DIMAC Holdings shall mail to the Holders of each Note affected thereby a notice briefly describing the amendment or waiver. Any failure of DIMAC Holdings to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture, amendment or waiver. (e) Notwithstanding any other provision hereof, without the consent of each Holder affected, an amendment or waiver under this Section 9.2 may not (with respect to any Notes held by a non-consenting Holder): (i) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (ii) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (iii) reduce the principal of, or the premium (including, without limitation, redemption premium) on, or change the fixed maturity of any Note or alter the provisions with respect to payment on redemption of the Notes or the price at which DIMAC Holdings shall offer to purchase such Notes pursuant to Section 4.10 or 4.14; (iv) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on, or redemption payment with respect to, any Note (other than a Default in the payment of an amount due as a result of an acceleration if the Holder rescinds such acceleration pursuant to Section 6.2); (v) make any Note payable in money other than that stated in the Notes; (vi) make any change in Section 6.4 or 6.7 or in this Section 9.2 with respect to the requirement for the consent of any affected Holder; or (vii) make any change adversely affecting the contractual ranking of the Obligations of DIMAC Holdings under the Notes, this Indenture and the Registration Rights Agreement.

With Consent of Holders. Except as provided in Section 9.1 and Section 9.3the next succeeding paragraphs, this Indenture and or the Notes Securities may be amended or supplemented with the consent of the Holders of at least a majority in principal amount aggregate Principal Amount of Notes the Securities then outstanding affected by the such supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for Notes)indenture, and, subject to Sections 6.8 and 6.12, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes Securities of any series may be waived with the consent of the Holders of a majority in principal amount aggregate Principal Amount of Notes the then outstanding Securities affected by such supplemental indenture implementing such amendment default or supplement (including consents obtained in connection with a tender offer or exchange offer for Notes). It shall not be necessary for the consent of the Holders under this Section 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or waiver under this Section 9.2 becomes effective, the Company shall deliver to the Holders affected thereby a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waivercompliance. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureindenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.29.04 hereof, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of such amended or supplemental Indenture indenture unless such amended or supplemental Indenture indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended supplemental indenture. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental Indentureindenture or waiver. Subject to Sections 5.04 and 5.07 hereof, the Holders of a majority in aggregate Principal Amount of the Securities then outstanding affected may waive compliance in a particular instance by the Company with any provision of this Indenture or such Securities. Without the consent of each Holder affected hereby, however, an amendment or waiver may not: (a) reduce the Principal Amount of Securities of any series whose Holders must consent to an amendment, supplement or waiver; (b) change the stated maturity of the principal of, or any installment of principal of or interest on, or time for payment of interest on, any Security, or reduce the Principal Amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change any Payment Office where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the stated maturity thereof (or, in the case of redemption, on or after the redemption date); (c) modify any of the provisions of this Section 9.02, Section 5.04 or Section 4.06, except to increase the percentage in Principal Amount of Holders required under any such Section or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Security affected thereby, provided, however, that this clause (c) will not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 9.02, Section 5.04 and Section 4.06, or the deletion of this proviso, in accordance with the requirements of Section 6.11; or (d) make any change in this sentence of this Section 9.02.

With Consent of Holders. Except as provided in Section 9.1 8.01 or below in this Section 8.02, the Company, the Guarantor, the Trustee and Section 9.3, the Securities Administrator may amend or supplement this Indenture and or any of the Notes may be amended or supplemented Securities with the consent of Holders of at least a majority in principal amount of Notes then outstanding affected by the supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for Notes), and, subject to Sections 6.8 and 6.12, any existing Default the Securities or Event a solicitation of Default (other than a Default or Event of Default consents in the payment respect of the Securities, provided that in each case such offer or solicitation is made to all Holders of the Securities then outstanding on equal terms) of the Holders of a majority in aggregate principal of, premium, if any, amount of the Securities then outstanding affected thereby. The Holders of a majority in aggregate principal amount of the Securities then outstanding may waive compliance in a particular instance by the Company or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance Guarantor with any provision of this Indenture or the Notes may be waived with the consent of Holders of a majority in principal amount of Notes then outstanding affected by such supplemental indenture implementing such amendment or supplement Securities (including consents waivers obtained in connection with a tender offer or exchange offer for Notessuch Securities or a solicitation of consents in respect of such Securities, provided that in each case such offer or solicitation is made to all Holders of the Securities then outstanding on equal terms). It shall not be necessary for Upon the request of the Company and the Guarantor and upon the filing with the Trustee and the Securities Administrator of evidence of the consent of the Holders under this as aforesaid, and upon receipt by the Trustee and the Securities Administrator of the documents described in Section 9.2 to approve 8.06, the particular form Trustee and the Securities Administrator shall join with the Company and the Guarantor in the execution of any proposed amendment supplemental indenture entered into to effect any such amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture an amendment, supplement or waiver under this Section 9.2 8.02 becomes effective, the Company shall deliver send to the Holders of each Security affected thereby a notice briefly describing the supplemental indenture amendment, supplement or waiver. Any failure by of the Company to mail send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture amendment, supplement or waiver. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of It shall not be necessary for the consent of the Holders under this Section 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. Without the consent of each Holder affected, an amendment, supplement or waiver under this Section 8.02 may not: (i) extend the final maturity of the principal of any of the Securities; (ii) reduce the principal amount of any of the Securities; (iii) reduce the rate or extend the time of payment of interest, including defaulted interest, or Additional Amounts, if any, on any of the Securities; (iv) reduce any amount payable on redemption of any of the Securities; (v) change the currency in which the principal of or premium, if any, Additional Amounts, if any, or interest on any of the Securities is payable; (vi) impair the right to institute suit for the enforcement of any payment of principal of or premium, if any, Additional Amounts, if any, or interest on any Security pursuant to Sections 5.07 and 5.08, except as aforesaidlimited by Section 5.06; (vii) make any change in the percentage of principal amount of the Securities necessary to waive compliance with or to modify certain provisions of this Indenture pursuant to Section 5.04 or 5.07 or this clause of this Section 8.02; or (viii) waive a continuing Default or Event of Default in the payment of principal of or premium, if any, Additional Amounts, if any, or interest, including defaulted interest, on the Securities. The right of any Holder to participate in any consent required or sought pursuant to any provision of this Indenture (and upon receipt the obligation of the Company to obtain any such consent otherwise required from such Holder) may be subject to the requirement that such Holder shall have been the Holder of record of the Securities as of a record date fixed by the Trustee Company in accordance with Section 8.04 of the documents described in Section 7.2, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of such amended or supplemental Indenture unless such amended or supplemental Indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture.

With Consent of Holders. Except as provided below in this Section 9.1 9.02, the Issuer, the Guarantors and the Trustee or the Notes Collateral Agent, as applicable, may amend or supplement this Indenture, any Guarantee, the Notes issued hereunder and any other Note Document with the consent of the Holders of at least a majority in principal amount of all the outstanding Notes issued under this Indenture, including, without limitation, consents obtained before or after a Change of Control or in connection with a purchase of, or tender offer or exchange offer for, Notes, and any existing Default or Event of Default or compliance with any provision of this Indenture, the Notes, the Guarantees and any other Note Document may be waived with the consent of the Holders of at least a majority in principal amount of all the outstanding Notes issued under this Indenture (including consents obtained before or after a Change of Control or in connection with a purchase of or tender offer or exchange offer for Notes). Section 2.12 hereof and Section 9.313.04 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuer, this Indenture and upon delivery to the Trustee and the Notes Collateral Agent of evidence of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee and the Notes Collateral Agent of the documents described in Section 9.06 and Section 13.02 hereof, the Trustee and the Notes Collateral Agent will join with the Issuer and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s or the Notes Collateral Agent’s own rights, duties, liabilities or immunities under this Indenture or otherwise, in which case each of the Trustee or the Notes Collateral Agent may in its discretion, but will not be obligated to, enter into such amended or supplemental indenture. Without the consent of each Holder of Notes affected, an amendment, supplement or waiver may not, with respect to any Notes issued hereunder and held by a nonconsenting Holder: (1) reduce the principal amount of such Notes whose Holders must consent to an amendment; (2) reduce the stated rate of or extend the stated time for payment of interest on any such Note (other than provisions relating to Section 3.05 and Section 3.09); (3) reduce the principal of or extend the Stated Maturity of any such Note (other than provisions relating to Section 3.05 and Section 3.09); (4) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be amended redeemed, in each case as set forth in Section 5.07; (5) make any such Note payable in currency other than that stated in such Note; (6) impair the right of any Holder to institute suit for the enforcement of any payment of principal of and interest on such Holder’s Notes on or supplemented after the due dates therefor; (7) waive a Default or Event of Default with respect to the nonpayment of principal, premium or interest (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of such Notes outstanding and a waiver of the payment default that resulted from such acceleration); or (8) except as contemplated by this Indenture, (i) release all or substantially all of the Guarantors from their Guarantees, or (ii) release the BD Guarantee prior to the satisfaction of the BD Guarantee Release Condition. In addition, without the consent of holders of at least 66 2/3% in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes), no amendment, supplement or waiver may modify any Notes Security Documents or the provisions in this Indenture dealing with Collateral or the Notes Security Documents to the extent that such amendment, supplement or waiver would have the effect of releasing Liens on all or substantially all of the Collateral securing the Notes (except as expressly provided by this Indenture, the Notes Security Documents or the First Lien Pari Passu Intercreditor Agreement) or change or alter the priority of the security interests in the Collateral. Notwithstanding anything to the contrary herein, the provisions of this Indenture relative to the Issuer’s obligation to (i) make a Change of Control Offer may be amended, supplemented, waived or modified with the written consent of Holders of at least a majority in principal amount of all the outstanding Notes then outstanding affected by issued under this Indenture and (ii) make an offer to repurchase the supplemental indenture implementing such amendment Notes as a result of an Asset Disposition may be amended, supplemented, waived or supplement (including consents obtained in connection modified with a tender offer or exchange offer for Notes), and, subject to Sections 6.8 and 6.12, any existing Default or Event of Default (other than a Default or Event of Default in the payment written consent of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes may be waived with the consent of Holders of at least a majority in principal amount of the Notes then outstanding affected by such supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for Notes)outstanding. It shall not be necessary for the consent of the Holders under this Section 9.2 Indenture to approve the particular form of any proposed amendment amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture A consent to any amendment, supplement or waiver under this Section 9.2 becomes effective, the Company shall deliver to the Holders affected thereby a notice briefly describing the supplemental indenture or waiver. Any failure Indenture by the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. Upon the request Holder of the Company accompanied by Notes given in connection with a resolution of its Board of Directors authorizing the execution of any such amended tender or supplemental Indenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.2, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution exchange of such amended or supplemental Indenture unless such amended or supplemental Indenture affects the TrusteeHolder’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall Notes will not be obligated to, enter into rendered invalid by such amended tender or supplemental Indentureexchange.

With Consent of Holders. Except as provided below in this Section 9.1 9.2, the Issuer, the Guarantors and Section 9.3the Trustee may amend or supplement this Indenture, this Indenture any Guarantee and the Notes may be amended or supplemented issued hereunder with the consent of the Holders of at least a majority in principal amount of all the outstanding Notes then outstanding affected by the supplemental indenture implementing such amendment or supplement (including issued under this Indenture, including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for for, Notes), and, subject to Sections 6.8 and 6.12, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or Indenture, the Notes and the Guarantees may be waived with the consent of the Holders of at least a majority in principal amount of all the outstanding Notes then outstanding affected by such supplemental indenture implementing such amendment or supplement issued under this Indenture (including consents obtained in connection with a purchase of or tender offer or exchange offer for Notes). It Section 2.12 hereof and Section 13.4 hereof shall not determine which Notes are considered to be necessary “outstanding” for the consent purposes of the Holders under this Section 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or waiver under this Section 9.2 becomes effective, the Company shall deliver to the Holders affected thereby a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver9.2. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental IndentureIssuer, and upon the filing with delivery to the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.29.6 and 13.2 hereof, the Trustee shall will join with the Company Issuer and the Subsidiary Guarantors in the execution of such amended or supplemental Indenture indenture unless such amended or supplemental Indenture indenture affects the Trustee’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall will not be obligated to, enter into such amended or supplemental indenture. Without the consent of each Holder of Notes affected, an amendment, supplement or waiver may not, with respect to any Notes issued thereunder and held by a nonconsenting Holder: (1) reduce the principal amount of such Notes whose Holders must consent to an amendment; (2) reduce the stated rate of or extend the stated time for payment of interest on any such Note (other than provisions relating to Section 3.5 and Section 3.9); (3) reduce the principal of or extend the Stated Maturity of any such Note (other than provisions relating to Section 3.5 and Section 3.9); (4) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case as set forth in Section 5.7; (5) make any such Note payable in currency other than that stated in such Note; (6) impair the contractual right of any Holder to receive payment of principal of and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any such payment on or with respect to such Holder’s Notes (and, for the avoidance of doubt, the amendment, supplement or modification in accordance with the terms of this Indenture of Sections 3.2, 3.3, 3.4, 3.5, 3.7, 3.8, 3.9, 3.10 and clauses (3), (4), (5) and (6) of Section 6.1(a) and the related definitions shall be deemed not to impair the contractual right of any Holder to receive payment of principal of and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any such payment on or with respect to such Holder’s Note); (7) waive a Default or Event of Default with respect to the nonpayment of principal, premium or interest (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of such Notes and a waiver of the payment default that resulted from such acceleration); (8) make any change in the amendment or waiver provisions which require the Holders’ consent described in this Section 9.2; or (9) except as permitted by this Indenture, modify the Note Guarantees of any Significant Subsidiary in any manner materially adverse to the Holders. It shall not be necessary for the consent of the Holders under this Indenture to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. A consent to any amendment, supplement or waiver under this Indenture by any Holder of the Notes given in connection with a tender or exchange of such Holder’s Notes will not be rendered invalid by such tender or exchange.

With Consent of Holders. Except as provided in Section 9.1 The Company and Section 9.3, the Trustee may amend or supplement this Indenture and or the Notes may be amended or supplemented with the written consent of the Holders of at least a majority in principal amount of Notes the then outstanding affected by the supplemental indenture implementing such amendment or supplement Notes (including consents obtained in connection with a tender offer or exchange offer for the Notes), and, subject to Sections 6.8 ) and 6.12, any existing Default or Event of Default (other than a Default or Event of Default in the payment including, without limitation, an acceleration of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes may be waived with the written consent of the Holders of at least a majority in principal amount of Notes the then outstanding affected by such supplemental indenture implementing such amendment or supplement Notes (including consents obtained in connection with a tender offer or exchange offer for the Notes). It shall not be necessary for the consent of the Holders under this Section 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or waiver under this Section 9.2 becomes effective, the Company shall deliver to the Holders affected thereby a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. Upon the request of the Company Company, accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureindenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.29.06 hereof, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of such amended or supplemental Indenture indenture unless such amended or supplemental Indenture indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended supplemental indenture. It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplement, amendment or waiver under this Section becomes effective, the Company shall mail to the Holders of each Note affected thereby a notice briefly describing the supplement, amendment or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental Indentureindenture, amendment or waiver. Subject to Sections 6.04(1) and 6.07 hereof, the Holders of a majority in principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, a supplement, amendment or waiver under this Section may not (with respect to any Notes held by a non-consenting Holder): (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of or change the fixed maturity of any Note or alter the provisions with respect to redemption of the Notes other than pursuant to Sections 4.06 and 4.07 hereof; (3) reduce the rate of or change the time for payment of interest, including default interest, or Liquidated Damages on any Note; (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest or Liquidated Damages on any Note (except a recision of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); (5) make any Note payable in money other than that stated in the Note; (6) make any change in Section 6.04(1) or 6.07 hereof or in this sentence of this Section 9.02 or the rights of Holders of Notes to receive payments of principal of or premium, if any, or interest or Liquidated Damages on the Notes; (7) waive a redemption payment with respect to any Note (other than a payment required by the provisions of Sections 4.06 or 4.07 hereof); or (8) make any change in the foregoing amendment and waiver provisions.

With Consent of Holders. Except as provided in Section 9.1 9.01 and Section 9.3the next succeeding paragraphs, this Indenture and or the Notes Securities may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of Notes the Securities then outstanding affected by the supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for Notessuch Securities), and, subject to Sections 6.8 and 6.12, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes Securities may be waived with the consent of the Holders of a majority in principal amount of Notes the then outstanding affected by such supplemental indenture implementing such amendment or supplement Securities (including consents obtained in connection with a tender offer or exchange offer for Notessuch Securities). Upon the request of the Company accompanied by a resolution of its 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 Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.06 hereof, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Holders under this Section 9.2 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company shall deliver mail to the Holders affected thereby a notice briefly describing the supplemental indenture amendment, supplement or waiver. Any failure by of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. Upon Subject to Sections 6.04 and 6.07 hereof, the request Holders of a majority in aggregate principal amount of the Securities then outstanding may waive compliance in a particular instance by the Company accompanied by a resolution with any provision of its Board of Directors authorizing this Indenture or the execution of any such amended or supplemental Indenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of Securities. Without the consent of each Holder affected, however, an amendment or waiver may not (with respect to any Security held by a non-consenting Holder): (i) reduce the principal amount of Securities whose Holders must consent to an amendment, supplement or waiver; (ii) reduce the principal of or change the fixed maturity of any Security; (iii) reduce the rate of or change the time for payment of interest on any Security; (iv) 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 as aforesaid, of at least a majority in aggregate principal amount thereof and upon receipt by the Trustee a waiver of the documents described payment default that resulted from such acceleration); (v) make any Security payable in money other than that stated in the Securities; (vi) make any change in Section 7.2, the Trustee shall join with the Company and the Subsidiary Guarantors 6.04 or 6.07 hereof; or (vii) make any change in the execution this sentence of such amended or supplemental Indenture unless such amended or supplemental Indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental IndentureSection 9.02.

With Consent of Holders. Except as provided below in this Section 9.1 and Section 9.39.2, this Indenture the Issuers, the Parent, any Guarantors and the Trustee together may amend this Indenture, the Notes may be amended or supplemented and any Guarantee of the Notes with the written consent of the Holders of at least a majority in aggregate principal amount of Notes the then outstanding Notes affected by the supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer purchase of or exchange offer for Notes), and, subject to Sections 6.8 and 6.12, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes may be waived with the consent of Holders of a majority in principal amount of Notes then outstanding affected by such supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for Notes). It shall not be necessary for the consent of the Holders under this Section 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or waiver under this Section 9.2 becomes effective, the Company shall deliver to the Holders affected thereby a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. Upon the request of the Company Issuers, accompanied by a resolution of its the Board of Directors of each of the Issuers and the Parent, authorizing the execution of any such amended or supplemental Indentureindenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.29.6 hereof, the Trustee shall join with the Company Issuers, the Parent and any Guarantors, as the Subsidiary Guarantors case may be, in the execution of such amended or supplemental Indenture indenture unless such amended or supplemental Indenture indenture adversely affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended supplemental indenture. It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment or waiver under this Section 9.2 becomes effective, the Issuers shall mail to the Holders of each Note affected thereby a notice briefly describing the amendment or waiver. Any failure of the Issuers to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental Indentureindenture or waiver. Subject to Sections 6.4 and 6.7 hereof, the Holders of a majority in aggregate principal amount of the then-outstanding Notes affected thereby (including consents obtained in connection with a purchase of or a tender offer or exchange offer for Notes) may waive any existing default or compliance in a particular instance by any Issuer or any Guarantor with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section may not (with respect to any Notes held by a non-consenting Holder): (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes; (c) reduce the rate of or change the time for payment of interest on any Note; (d) waive a Default or an Event of Default in the payment of principal of or premium, if any, or interest on any Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (e) make any Note payable in money other than that stated in the Note; (f) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of or premium, if any, or interest or Liquidated Damages on the Notes; (g) waive a redemption payment with respect to any Note; (h) modify or change any provision of this Indenture or the related definitions affecting the ranking of the Notes or any Guarantee of the Notes in a manner which adversely affects the Holders in any material respect; (i) except pursuant to Article 8 or pursuant to Section 10.4, release any Guarantor from its obligations under a Guarantee of the Notes, or change any such Guarantee of the Notes in any manner that would adversely affect the Holders in any material respect; (j) make any change to Section 3.9, Section 4.10 or Section 4.14; or (k) make any change in the foregoing amendment and waiver provisions.

With Consent of Holders. Except as provided in Section 9.1 and Section 9.3, this Indenture The Company and the Notes Trustee may be amended or supplemented enter into a supplemental indenture with the written consent of the Holders of at least a majority in principal amount of Notes then the outstanding Securities of each Series affected by the such supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for Notesthe Securities of such Series), and, subject for the purpose of adding any provisions to Sections 6.8 and 6.12, or changing in any existing Default manner or Event of Default (other than a Default or Event of Default in the payment eliminating any of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision provisions of this Indenture or of any supplemental indenture or of modifying in any manner the Notes may be waived with rights of the consent Securityholders of each such Series. Except as provided in Section 6.13, the Holders of at least a majority in principal amount of Notes then the outstanding affected Securities of each Series by such supplemental indenture implementing such amendment or supplement notice to the Trustee (including consents obtained in connection with a tender offer or exchange offer for Notes)the Securities of such Series) may waive compliance by the Company with any provision of this Indenture or the Securities with respect to such Series. It shall not be necessary for the consent of the Holders of Securities under this Section 9.2 to approve the particular form of any proposed amendment supplemental indenture or waiver, but it shall be sufficient if such consent approves the substance thereof. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.2 hereof, the Trustee will join with the Company in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture. After a supplemental indenture or waiver under this Section 9.2 section becomes effective, the Company shall deliver mail to the Holders of Securities affected thereby and, if any Bearer Securities affected thereby are outstanding, publish on one occasion in an Authorized Newspaper, a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to mail or publish such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.2, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of such amended or supplemental Indenture unless such amended or supplemental Indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture.

With Consent of Holders. (a) Except as provided in this Section 9.1 and Section 9.39.2, this Indenture the Issuer, the Guarantors, the Trustee and the Notes Collateral Agent may be amended amend or supplemented supplement the Note Documents, the Collateral Documents and the Intercreditor Agreement with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding affected by the supplemental indenture implementing such amendment or supplement (including and issued under this Indenture, including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for for, Notes), and, subject to Sections 6.8 6.4 and 6.126.7 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on or any Additional Amounts payable in respect of the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes Note Documents, the Collateral Documents and the Intercreditor Agreement may be waived with the consent of the Holders of a majority in aggregate principal amount of Notes the then outstanding affected by such supplemental indenture implementing such amendment or supplement Notes issued under this Indenture (including consents obtained in connection with a purchase of or tender offer or exchange offer for Notes). It Section 2.12 hereof and Section 13.6 hereof shall not determine which Notes are considered to be necessary “outstanding” for the consent purposes of the Holders under this Section 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or waiver under this Section 9.2 becomes effective, the Company shall deliver to the Holders affected thereby a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver9.2. Upon the request of the Company Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureindenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.2Sections 9.6 and 13.4 hereof, the Trustee shall will join with the Company Issuer and the Subsidiary Guarantors in the execution of such amended or supplemental Indenture indenture unless such amended or supplemental Indenture indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall will not be obligated to, enter into such amended or supplemental Indenture. (b) Without the consent of each Holder of Notes affected, an amendment, supplement or waiver may not, with respect to any Notes issued thereunder and held by a non-consenting Holder: (1) reduce the principal amount of such Notes whose Holders must consent to an amendment; (2) reduce the stated rate of or extend the stated time for payment of interest on any such Note (other than provisions relating to Sections 3.5 and 3.9); (3) reduce the principal of or extend the Stated Maturity of any such Note; (4) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case as set forth in Section 5.7; (5) make any such Note payable in currency other than that stated in such Note; (6) impair the right of any Holder to receive payment of principal of and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any such payment on or with respect to such Holder’s Notes; (7) waive a Default or Event of Default with respect to the nonpayment of principal, premium or interest (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of such Notes and a waiver of the payment default that resulted from such acceleration); (8) make any change in the provisions in the Intercreditor Agreement or this Indenture dealing with the application of proceeds of Collateral that would adversely affect the Holders of the Notes in any material respect; or (9) make any change in the amendment or waiver provisions which require the Holders’ consent described in this Section 9.2. In addition, without the consent of the Holders of at least two-thirds in aggregate principal amount of the Notes then outstanding, no amendment or waiver may release all or substantially all of the Collateral from the Lien of this Indenture and the Collateral Documents with respect to the Notes. It shall not be necessary for the consent of the Holders under this Indenture to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. A consent to any amendment, supplement or waiver under this Indenture by any Holder of the Notes given in connection with a tender or exchange of such Holder’s Notes will not be rendered invalid by such tender or exchange. After an amendment or supplement under this Section 9.2 becomes effective, the Issuer shall mail to Holders a notice briefly describing such amendment or supplement. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment or supplement.

With Consent of Holders. Except as provided in Section 9.1 The Company and Section 9.3, the Trustee may amend or supplement this Indenture and or the Notes may be amended or supplemented without notice to any Noteholder but with the written consent of the Holders of at least a majority in principal Principal amount of the Notes then outstanding affected Outstanding. The Holders of a majority in Principal amount of the Notes then Outstanding may waive compliance in a particular instance by the supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for Notes), and, subject to Sections 6.8 and 6.12, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance Company with any provision of this Indenture or the Notes may be waived with without notice to any Noteholder. Subject to Section 10.04 hereof, without the consent of Holders of each Noteholder affected, however, an amendment, supplement or waiver, including a majority in principal waiver pursuant to Section 7.04 hereof, may not: (a) reduce the amount of Notes then outstanding affected by such supplemental indenture implementing such amendment whose Holders must consent to an amendment, supplement or supplement waiver; (including consents obtained b) reduce the rate of or change the time for payment of interest on any Note; (c) reduce the Principal of or change the fixed maturity of any Note or alter the redemption provisions with respect thereto; (d) waive a Default in connection with the payment of the Principal of or interest on any Note; (e) make any changes in Section 7.04 or 7.07 or this sentence; (f) modify the provisions of Article IV hereof in a tender offer or exchange offer for Notes)manner adverse to the Holders; or (g) make any Note payable in money other than that stated in the Note. It shall not be necessary for the consent of the Holders under this Section 9.2 10.02 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture an amendment, supplement or waiver under this Section 9.2 10.02 becomes effective, the Company shall deliver mail to the Holders affected thereby a notice briefly describing the supplemental indenture amendment, supplement or waiver. Any failure by of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture amendment, supplement or waiver. Upon , provided that the request of failure to mail notice does not impair the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent rights of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.2, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of such amended or supplemental Indenture unless such amended or supplemental Indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indentureaffected thereby.

With Consent of Holders. Except Subject to Sections 6.4 and 6.7 hereof, the Company and the Trustee, as provided in Section 9.1 and Section 9.3applicable, may amend, or waive any provision of, this Indenture and or the Notes may be amended or supplemented with the written consent of the Holders of at least a majority in of the principal amount of Notes the then outstanding affected by Notes. Upon the supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for Notes), and, subject to Sections 6.8 and 6.12, any existing Default or Event of Default (other than a Default or Event of Default in the payment request of the principal ofCompany, premium, if any, or interest on the Notes, except accompanied by a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes may be waived with the consent of Holders of a majority in principal amount of Notes then outstanding affected by such supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for Notes). It shall not be necessary for the consent resolution of the Holders under this Section 9.2 to approve the particular form Board of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or waiver under this Section 9.2 becomes effective, Directors of the Company shall deliver to authorizing the Holders affected thereby a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity execution of any such supplemental indenture or waiver. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureamendment, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.29.6 hereof, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of such amended supplemental indenture or supplemental Indenture amendment unless such amended supplemental indenture or supplemental Indenture amendment affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended supplemental indenture. It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed supplemental indenture or amendment, but it shall be sufficient if such consent approves the substance thereof. After a supplemental Indentureindenture or amendment under this Section becomes effective, the Company shall mail to the Holders of each Note affected thereby a notice briefly describing the amendment or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any 75 77 way impair or affect the validity of any such supplemental indenture, amendment or waiver. Notwithstanding any other provision hereof, without the consent of each Holder affected, an amendment or waiver under this Section may not (with respect to any Notes held by a non-consenting Holder): (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (3) reduce the principal of, or the premium on, or change the fixed maturity of any Note or alter Article III hereof or numbered paragraphs 5 or 6 of Exhibit A to this Indenture or the price at which the Company shall offer to purchase such Notes pursuant to Sections 4.10 or 4.14 hereof; (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on, or redemption payment with respect to, any Note (other than a Default in the payment of an amount due as a result of an acceleration if the Holder rescinds such acceleration pursuant to Section 6.2); (5) make any Note payable in money other than that stated in the Notes; (6) make any change in Section 6.4 or 6.7 hereof or in this Section 9.2; or (7) make any change adversely affecting the contractual ranking of the Obligations.

With Consent of Holders. Except as provided in Subject to Section 9.1 6.04 and Section 9.36.07, without prior notice to any Holders, the Company and the Trustee may amend this Indenture and the Notes may be amended or supplemented with the written consent of the Holders of at least not less than a majority in aggregate Principal amount of the outstanding Notes affected by such amendment (voting as a single class) and the Holders of a majority in principal amount of the outstanding Notes then outstanding affected thereby (voting as a single class) by written notice to the Trustee may waive future compliance by the supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for Notes), and, subject to Sections 6.8 and 6.12, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance Company with any provision of this Indenture or the Notes may be waived with Notes. Notwithstanding the provisions of this Section 9.02, without the consent of Holders each Holder affected thereby, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (a) change the stated maturity of a majority in the Principal of or any installment of interest on, such Holder's Note; (b) reduce the Principal amount thereof or the rate of interest thereon; (c) reduce the above stated percentage of outstanding Notes the consent of whose holders is necessary to modify or amend the Indenture; or (d) reduce the percentage or aggregate principal amount of outstanding Notes then outstanding affected by such the consent of whose Holders is required for any supplemental indenture implementing such amendment indenture, for any waiver of compliance with certain provisions of this Indenture or supplement (including consents obtained certain Defaults and their consequences provided for in connection with a tender offer or exchange offer for Notes)this Indenture. It shall not be necessary for the consent of the Holders any Holder under this Section 9.2 9.02 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture an amendment, supplement or waiver under this Section 9.2 9.02 becomes effective, the Company shall deliver give to the Holders affected thereby a notice briefly describing the supplemental indenture amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure by of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.2, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of such amended or supplemental Indenture unless such amended or supplemental Indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture.

With Consent of Holders. Except as provided in Section 9.1 and Section 9.3The Issuers, this Indenture the Guarantors, if any, and the Notes Trustee may be amended amend or supplemented supplement this Indenture, the Securities Guarantee and the Securities with the consent of the Holders of at least a majority in aggregate principal amount of Notes then outstanding the Outstanding Securities of each series of Securities affected by the supplemental indenture implementing such amendment or supplement supplemental indenture, with each such series voting as a separate class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities) and, subject to Section 5.8 and Section 5.13 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture, the Securities Guarantee or the Securities may be waived with respect to each series of Securities with the consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series voting as a separate class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for Notes)for, and, subject to Sections 6.8 and 6.12, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes may be waived with the consent of Holders of a majority in principal amount of Notes then outstanding affected by such supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for NotesSecurities). It shall is not be necessary for the consent of the Holders of Securities under this Section 9.2 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it shall be is sufficient if such consent approves the substance thereofof the proposed amendment, supplement or waiver. After a supplemental indenture an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company shall deliver Issuers will mail to the Holders of Securities affected thereby a notice briefly describing the supplemental indenture amendment, supplement or waiver. Any failure by of the Company Issuers to mail such notice, or any defect therein, shall will not, however, in any way impair or affect the validity of any such amendment, supplemental indenture or waiver. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.2, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of such amended or supplemental Indenture unless such amended or supplemental Indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture.or

With Consent of Holders. Except as provided below in this Section 9.1 and Section 9.39.02, this Indenture and Indenture, the Notes or the Escrow Agreement may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding affected by the supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for Notes), and, subject to Sections 6.8 6.04 and 6.126.07, any existing Default or Event of Default and its consequences under this Indenture (other than a Default or Event of Default in the payment of the principal of, premium, if any, interest or interest on Liquidated Damages, if any, on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of Notes the then outstanding affected Notes. Upon the request of the Company and the Subsidiary Guarantors, accompanied by a Board Resolution of the Company and a board resolution of each Subsidiary Guarantor authorizing the execution of any such supplemental indenture implementing amendment, supplement or waiver, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.06 hereof, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of such amendment amendment, supplement or waiver and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amendment, supplement (including consents obtained in connection with a tender offer or exchange offer for Notes)waiver that adversely affects its own rights, duties, liabilities or immunities under this Indenture or otherwise. It shall not be necessary for the consent of the Holders of Notes under this Section 9.2 9.02 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture an amendment, supplement or waiver under this Section 9.2 9.02 becomes effective, the Company shall deliver mail to the Holders affected thereby of Notes a notice briefly describing the supplemental indenture amendment, supplement or waiver. Any failure by of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture amendment, supplement or waiver. Upon Subject to Sections 6.04 and 6.07 hereof, the request Holders of a majority in principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company accompanied with any provision of this Indenture, the Notes or the Escrow Agreement. However, without the consent of each Holder affected, an amendment, supplement or waiver may not (with respect to any Notes held by a resolution non-consenting Holder): (a) reduce the principal amount of its Board Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the rate of Directors authorizing or change the execution interest payment time on any Note or alter the provisions with respect to the redemption of the Notes (other than provisions relating to Sections 4.06 and 4.07); (c) reduce the principal of or change the fixed maturity of the Notes; (d) change currency of payment of the principal of, premium, if any, interest on, Liquidated Damages, if any, or any other sums relating to the Notes; (e) modify any provision of Section 4.01, 6.04, 6.07 or 11.05; (f) waive any Default or Event of Default in the payment of principal of, premium, if any, or unpaid interest on, and Liquidated Damages, if any, with respect to the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); (g) make any change to Article 11 or Section 10.08 of this Indenture or paragraph 11 of the Notes in a manner that materially adversely affects the legal rights of any such amended Holder of Notes; (h) waive a redemption or supplemental repurchase payment with respect to any Note (other than a payment required under Section 4.06 or 4.07); (i) make any change in this Section 9.02; or (j) release any Subsidiary Guarantor from its obligations under any Subsidiary Guarantee, other than in accordance with this Indenture. Notwithstanding the foregoing, and upon the filing with the Trustee of evidence reasonably satisfactory any amendment, supplement or waiver to the Trustee of Sections 4.06 or 4.07 will require the consent of the Holders as aforesaid, and upon receipt by the Trustee of at least two- thirds in aggregate principal amount of the documents described in Section 7.2Notes then outstanding if such amendment, supplement or waiver would adversely affect the Trustee shall join with the Company and the Subsidiary Guarantors in the execution rights of such amended or supplemental Indenture unless such amended or supplemental Indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental IndentureHolders of Notes .

With Consent of Holders. Except as provided in Section 9.1 9.01 and this Section 9.39.02, this Indenture the Issuers, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes may be amended or supplemented and the Guarantees with the consent of the Holders of at least a majority in principal amount of all the Notes then outstanding affected by the supplemental indenture implementing such amendment or supplement (outstanding, including consents obtained in connection with a purchase of, or tender offer or exchange offer for Notes)for, Notes and, subject to Sections 6.8 Section 6.04 and 6.126.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture Indenture, the Guarantees or the Notes issued thereunder may be waived with the consent of the Holders of a majority in principal amount of all the Notes then outstanding affected by such supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). It Section 2.08 hereof and Section 2.09 hereof shall not determine which Notes are considered to be necessary “outstanding” for the consent purposes of the Holders under this Section 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or waiver under this Section 9.2 becomes effective, the Company shall deliver to the Holders affected thereby a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver9.02. Upon the request of the Company Issuers accompanied by a resolution of its the Board of Directors of each Issuer authorizing the execution of any such amended or supplemental Indentureindenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.2, the Trustee shall join with the Company Issuers and the Subsidiary Guarantors in the execution of such amended or supplemental Indenture indenture, unless such amended or supplemental Indenture indenture directly affects the Trustee’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Without the consent of each affected Holder of Notes, an amendment or waiver under this Section 9.02 may not, with respect to any Notes held by a non-consenting Holder: (a) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of such Notes (other than provisions relating to (i) notice periods (to the extent consistent with applicable requirements of clearing and settlement systems) for redemption and conditions to redemption and (ii) Section 3.08, Section 4.10 and Section 4.14 hereof); (c) reduce the rate of or change the time for payment of interest on any such Note; (A) waive a Default in the payment of principal of or premium, if any, or interest on such Notes, except a rescission of acceleration of such Notes by the Holders of a majority in aggregate principal amount of all the Notes then outstanding, and a waiver of the payment default that resulted from such acceleration, or (B) waive a Default in respect of a covenant or provision contained in this Indenture, the Notes or any Guarantee which cannot be amended or modified without the consent of all affected Holders; (e) make any such Note payable in money other than that stated therein; (f) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest on such Notes; (g) make any change in these amendment and waiver provisions; (h) amend the contractual right expressly set forth in this Indenture or the Notes of any Holder to receive payments of principal of, or premium, if any, or interest on such Notes or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (i) make any change to or modify the ranking of such Notes that would adversely affect the Holders; or (j) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Subsidiary, or any group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Issuer), would constitute a Significant Subsidiary in any manner materially adverse to the Holders of such Notes.

With Consent of Holders. Except as provided in Section 9.1 and Section 9.3the next succeeding paragraphs, this Indenture and or the Notes Securities of any series may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of Notes the Securities of each series affected thereby then outstanding affected by the supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for Notessuch Securities), and, subject to Sections 6.8 and 6.12, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes Securities of any series may be waived with the consent of the Holders of a majority in aggregate principal amount of Notes the then outstanding Securities of each series affected by such supplemental indenture implementing such amendment or supplement thereby (including consents obtained in connection with a tender offer or exchange offer for Notessuch Securities). Upon the request of the Company accompanied by a resolution of its 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 Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.04 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 or otherwise, 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 9.2 7.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company shall deliver mail to the Holders of each series affected thereby a notice briefly describing the supplemental indenture amendment, supplement or waiver. Any failure by of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. Upon Subject to Sections 4.04 and 4.07 hereof, the request Holders of a majority in aggregate principal amount of the Securities of each series then outstanding may waive compliance in a particular instance by the Company accompanied by a resolution with any provision of its Board this Indenture or the Securities of Directors authorizing the execution of any such amended or supplemental Indenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of series. Without the consent of each Holder of the Securities of any series affected, however, an amendment or waiver may not (with respect to any Security of such series held by a non-consenting Holder): (i) reduce the principal amount of Securities of such series whose Holders must consent to an amendment, supplement or waiver; (ii) reduce the principal of or change the fixed maturity of any Security of such series; (iii) reduce the rate of or change the time for payment of interest on any Security of such series; (iv) waive a Default or Event of Default in the payment of principal of or interest on the Securities (except a rescission of acceleration of the Securities of any series by the Holders as aforesaid, of at least a majority in aggregate principal amount then outstanding of Securities of such series and upon receipt by the Trustee a waiver of the documents described payment default that resulted from such acceleration); (v) make any Security of such series payable in money other than that stated in the Securities; (vi) make any change in Section 7.2, the Trustee shall join 4.04 or 4.07 hereof; (vii) waive a redemption payment with the Company and the Subsidiary Guarantors in the execution respect to any Security of such amended series; (viii) modify the ranking or priority of the Securities of such series; or (ix) make any change in this sentence of this Section 7.02. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture unless which has expressly been included for the benefit of one or more particular series of Securities, or which modifies the rights of the holders of Securities of such amended series with respect to such covenant or supplemental Indenture affects other provision, shall be deemed not to affect the Trustee’s own rights, duties or immunities rights under this Indenture or otherwise, in which case of the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indentureholders of Securities of any other series.

With Consent of Holders. Except as provided below in this Section 9.1 and Section 9.39.2, this Indenture the Issuers, the Parent, any Guarantors and the Trustee together may amend this Indenture, the Notes may be amended or supplemented and any Guarantee of the Notes with the written consent of the Holders of at least a majority in aggregate principal amount of Notes the then outstanding Notes of each series affected by the supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer purchase of or exchange offer for Notes), and, subject to Sections 6.8 and 6.12, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes may be waived with the consent of Holders of a majority in principal amount of Notes then outstanding affected by such supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for Notes). It shall not be necessary for the consent Notes of the Holders under this Section 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or waiver under this Section 9.2 becomes effective, the Company shall deliver to the Holders affected thereby a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiverseries). Upon the request of the Company Issuers, accompanied by a resolution of its the Board of Directors of each of the Issuers and the Parent, authorizing the execution of any such amended or supplemental Indentureindenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.29.6 hereof, the Trustee shall join with the Company Issuers, the Parent and any Guarantors, as the Subsidiary Guarantors case may be, in the execution of such amended or supplemental Indenture indenture unless such amended or supplemental Indenture indenture adversely affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended supplemental indenture. It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment or waiver under this Section 9.2 becomes effective, the Issuers shall mail to the Holders of each Note affected thereby a notice briefly describing the amendment or waiver. Any failure of the Issuers to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental Indentureindenture or waiver. Subject to Sections 6.4 and 6.7 hereof, the Holders of a majority in aggregate principal amount of the then-outstanding Notes of each series affected thereby (including consents obtained in connection with a purchase of or a tender offer or exchange offer for Notes of such series) may waive any existing default or compliance in a particular instance by any Issuer or any Guarantor with any provision of this Indenture or the Notes of such series. However, without the consent of each Holder affected, an amendment or waiver under this Section may not (with respect to any Notes held by a non-consenting Holder): (a) reduce the principal amount of Notes of any series whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes; (c) reduce the rate of or change the time for payment of interest on any Note; (d) waive a Default or an Event of Default in the payment of principal of or premium, if any, or interest on any Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes of the applicable series and a waiver of the payment default that resulted from such acceleration); (e) make any Note payable in money other than that stated in the Note; (f) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of or premium, if any, or interest or Liquidated Damages on the Notes; (g) waive a redemption payment with respect to any Note; (h) modify or change any provision of this Indenture or the related definitions affecting the ranking of the Notes or any Guarantee of the Notes in a manner which adversely affects the Holders in any material respect; (i) except pursuant to Article 8 or pursuant to Section 10.4, release any Guarantor from its obligations under a Guarantee of the Notes, or change any such Guarantee of the Notes in any manner that would adversely affect the Holders in any material respect; (j) make any change to Section 3.9, Section 4.10 or Section 4.14; or (k) make any change in the foregoing amendment and waiver provisions.

With Consent of Holders. Except as provided in Section 9.1 9.01 and Section 9.3the next succeeding paragraphs, this Indenture and or the Notes Securities may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of Notes the Securities then outstanding affected by the supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for Notessuch Securities), and, subject to Sections 6.8 and 6.12, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes Securities may be waived with the consent of the Holders of a majority in principal amount of Notes the then outstanding affected by such supplemental indenture implementing such amendment or supplement Securities (including consents obtained in connection with a tender offer or exchange offer for Notessuch Securities). Upon the request of the Company accompanied by a resolution of its 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 Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.06 hereof, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Holders under this Section 9.2 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company shall deliver mail to the Holders affected thereby a notice briefly describing the supplemental indenture amendment, supplement or waiver. Any failure by of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. Upon Subject to Sections 6.04 and 6.07 hereof, the request Holders of a majority in aggregate principal amount of the Securities then outstanding may waive compliance in a particular instance by the Company accompanied by a resolution with any provision of its Board of Directors authorizing this Indenture or the execution of any such amended or supplemental Indenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of Securities. Without the consent of each Holder affected, however, an amendment or waiver may not (with respect to any Security held by a non-consenting Holder): (i) reduce the principal amount of Securities whose Holders must consent to an amendment, supplement or waiver; (ii) reduce the principal of or change the fixed maturity of any Security or alter the provisions with respect to the redemption of the Securities (other than provisions relating to the covenants in Section 4.12 hereof); (iii) reduce the rate of or change the time for payment of interest on any Security; (iv) 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 as aforesaid, of at least a majority in aggregate principal amount thereof and upon receipt by the Trustee a waiver of the documents described payment default that resulted from such acceleration); (v) make any Security payable in money other than that stated in the Securities; (vi) make any change in Section 7.2, the Trustee shall join 6.04 or 6.07 hereof; (vii) waive a redemption payment with the Company and the Subsidiary Guarantors respect to any Security (other than a payment required under Section 4.12 hereof); or (viii) make any change in the execution this sentence of such amended or supplemental Indenture unless such amended or supplemental Indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental IndentureSection 9.

With Consent of Holders. Except as provided set forth in Section 9.1 Sections 8.1 and Section 9.38.3, this Indenture the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Supplemental Indenture, the Base Indenture (as it relates to the Notes), the Notes may be amended or supplemented and the Subsidiary Guarantees with the consent of Holders of at least a majority in principal amount of Notes then outstanding affected by the supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for Notes), and, subject to Sections 6.8 and 6.12, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes may be waived with the consent of Holders of a majority in principal amount of the Notes then outstanding affected by such supplemental indenture implementing such amendment or supplement voting as a single class (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for for, Notes) and any past default or compliance with any provisions of this Supplemental Indenture, the Base Indenture (as it relates to the Notes). It shall not , the Notes and the Subsidiary Guarantees may be necessary for waived with the consent of the Holders of a majority in principal amount of the Notes then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). The consent of the Holders is not necessary under this Section 9.2 the Indenture to approve the particular form of any proposed amendment amendment, supplement or waiver, but it shall be . It is sufficient if such consent approves the substance thereofof the proposed amendment or supplement. After a supplemental indenture A consent to any amendment, supplement or waiver under this Section 9.2 the Indenture by any Holder of Notes given in connection with a tender of such Holder’s Notes will not be rendered invalid by such tender. After an amendment, supplement or waiver under the Indenture becomes effective, the Company shall deliver is required to mail to the Holders affected thereby a notice briefly describing the supplemental indenture such amendment, supplement or waiver. Any However, the failure by to give such notice to all the Company to mail such noticeHolders, or any defect therein, shall not, however, in any way the notice will not impair or affect the validity of any such supplemental indenture amendment, supplement or waiver. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.2, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of such amended or supplemental Indenture unless such amended or supplemental Indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture.

With Consent of Holders. (a) Except as provided in this Section 9.1 and Section 9.39.2, this Indenture the Issuer, the Guarantors, the Trustee and the Collateral Agent may amend or supplement the Notes may be amended or supplemented Documents, the Collateral Documents and the Intercreditor Agreement with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding affected by the supplemental indenture implementing such amendment or supplement (including and issued under this Indenture, including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for for, Notes), and, subject to Sections 6.8 6.4 and 6.126.7 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on or any Additional Amounts payable in respect of the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes Documents, the Collateral Documents and the Intercreditor Agreement may be waived with the consent of the Holders of a majority in aggregate principal amount of Notes the then outstanding affected by such supplemental indenture implementing such amendment or supplement Notes issued under this Indenture (including consents obtained in connection with a purchase of or tender offer or exchange offer for Notes). It Section 2.12 hereof and Section 13.6 hereof shall not determine which Notes are considered to be necessary “outstanding” for the consent purposes of the Holders under this Section 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or waiver under this Section 9.2 becomes effective, the Company shall deliver to the Holders affected thereby a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver9.2. Upon the request of the Company Issuer accompanied by a resolution of its Board of Directors Resolution authorizing the execution of any such amended or supplemental Indentureindenture or amendment or supplement to the Notes Documents, Collateral Documents or Intercreditor Agreement, and upon the filing with the Trustee and/or Collateral Agent, as applicable, of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.2Sections 9.6 and 13.4 hereof, the Trustee shall and/or Collateral Agent, as applicable, will join with the Company Issuer and the Subsidiary Guarantors in the execution of such amended or supplemental Indenture indenture or amendment or supplement to the Notes Documents, Collateral Documents or Intercreditor Agreement unless such amended or supplemental Indenture indenture or amendment or supplement to the Notes Documents, Collateral Documents or Intercreditor Agreement directly affects the Trustee’s or Collateral Agent’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee and/or Collateral Agent, as applicable, may in its discretion, but shall will not be obligated to, enter into such amended or supplemental IndentureIndenture or amendment or supplement to the Notes Documents, Collateral Documents or Intercreditor Agreement. (b) Without the consent of each Holder of Notes affected, an amendment, supplement or waiver may not, with respect to any Notes held by a non-consenting Holder: (1) reduce the principal amount of such Notes whose Holders must consent to an amendment; (2) reduce the stated rate of or extend the stated time for payment of interest on any such Note (other than provisions relating to Sections 3.5 and 3.9); (3) reduce the principal of or extend the Stated Maturity of any such Note; (4) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case as set forth in Section 5.7; (5) make any such Note payable in currency other than that stated in such Note; (6) impair the right of any Holder to receive payment of principal of and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any such payment on or with respect to such Holder’s Notes; (7) waive a Default or Event of Default with respect to the nonpayment of principal, premium or interest (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of such Notes and a waiver of the payment default that resulted from such acceleration); (8) make any change in the provisions in the Intercreditor Agreement or this Indenture dealing with the application of proceeds of Collateral that would adversely affect the Holders of the Notes in any material respect; or (9) make any change in the amendment or waiver provisions which require the Holders’ consent described in this Section 9.2. In addition, without the consent of the Holders of at least two-thirds in aggregate principal amount of the Notes then outstanding, no amendment or waiver may release all or substantially all of the Collateral from the Lien of this Indenture and the Collateral Documents with respect to the Notes. It shall not be necessary for the consent of the Holders under this Indenture to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. A consent to any amendment, supplement or waiver under this Indenture by any Holder of the Notes given in connection with a tender or exchange of such Holder’s Notes will not be rendered invalid by such tender or exchange. After an amendment or supplement under this Section 9.2 becomes effective, the Issuer shall mail to Holders a notice briefly describing such amendment or supplement. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment or supplement.

With Consent of Holders. Except as provided in Section 9.1 The Company and Section 9.3the Trustee may amend, waive or supplement this Indenture and or the Notes may be or any amended or supplemented supplemental Indenture with the written consent of the Holders of at least Notes of not less than a majority in aggregate principal amount of the Notes then outstanding affected by the supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for the Notes), and, subject to Sections 6.8 and 6.12, any existing Default or Event of Default (other than a Default or Event of Default in . Upon the payment request of the principal ofCompany accompanied by a resolution of its Board of Directors authorizing the execution of any such amendment, premiumwaiver or supplement or any such amended or supplemental Indenture, if any, or interest on and upon the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance filing with any provision the Trustee of this Indenture or evidence satisfactory to the Notes may be waived with Trustee of the consent of the Holders of a majority Notes as aforesaid, and upon receipt by the Trustee of the documents described in principal amount Section 9.06, the Trustee shall join with the Company in the execution of Notes then outstanding affected by any such supplemental indenture implementing such amendment amendment, waiver or supplement (including consents obtained or such amended or supplemental Indenture unless such amended or supplemental Indenture adversely affects the Trustee's own rights, duties or immunities under this Indenture, in connection with a tender offer which case the Trustee may in its sole discretion, but shall not be obligated to, enter into such amended or exchange offer for Notes)supplemental Indenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.2 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company shall deliver mail to the Holders of Notes affected thereby a notice briefly describing the supplemental indenture amendment, supplement or waiver. Any failure by of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.2, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of such amended or supplemental Indenture unless such amended or supplemental Indenture affects waiver. Subject to Sections 6.04 and 6.07, the Trustee’s own rights, duties or immunities under Holders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or otherwisethe Notes. However, without the consent of each Holder of the Notes affected thereby, an amendment or waiver may not, directly or indirectly: (i) reduce the principal amount at maturity of Notes whose Holders must consent to an amendment; (ii) reduce the rate of or change or have the effect of changing the time for payment of interest, including defaulted interest, on any Notes or change or have the effect of changing the definition of Accreted Value; (iii) reduce the principal of or change or have the effect of changing the fixed maturity of any Notes, or change the date on which any Notes may be subject to redemption or repurchase, or reduce the redemption or repurchase price therefor; (iv) make any Notes payable in which case money other than that stated in the Trustee may Notes; (v) make any change in provisions of this Indenture protecting the right of each Holder to receive payment of principal of and interest on such Holder's Note or Notes on or after the due date thereof or to bring suit to enforce such payment, or permitting Holders of a majority in principal amount of Notes to waive Defaults or Events of Default; (vi) amend, change or modify in any material respect the obligation of the Company (or any of the provisions or definitions with respect thereto) to (A) make and consummate a Change of Control Offer in the event of a Change of Control or (B) make and consummate a Net Proceeds Offer with respect to any Asset Sale that has been consummated; or (vii) release any Guarantor from any of its discretion, but shall not be obligated to, enter into such amended obligations under its Guarantee or supplemental this Indenture otherwise than in accordance with the terms of this Indenture.

With Consent of Holders. Except as provided below in this Section 9.1 and Section 9.39.2, this Indenture the Company, the Guarantors and the Notes Trustee may be amended amend or supplemented supplement any Note Document with the consent of the Holders of at least a majority in principal amount of all the outstanding Notes then outstanding affected by the supplemental indenture implementing such amendment or supplement (including issued under this Indenture, including, without limitation, consents obtained before or after a Change of Control or in connection with a purchase of, or tender offer or exchange offer for for, Notes), and, subject to Sections 6.8 and 6.12, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes any Note Document may be waived with the consent of the Holders of at least a majority in principal amount of all the outstanding Notes then outstanding affected by such supplemental indenture implementing such amendment or supplement issued under this Indenture (including consents obtained before or after a Change of Control or in connection with a purchase of or tender offer or exchange offer for Notes). It Section 2.12 hereof and Section 13.4 hereof shall not determine which Notes are considered to be necessary “outstanding” for the consent purposes of the Holders under this Section 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or waiver under this Section 9.2 becomes effective, the Company shall deliver to the Holders affected thereby a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver9.2. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental IndentureCompany, and upon the filing with delivery to the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.29.6 and 13.2 hereof, the Trustee shall will join with the Company and the Subsidiary Guarantors in the execution of such amended or supplemental Indenture indenture unless such amended or supplemental Indenture indenture affects the Trustee’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall will not be obligated to, enter into such amended or supplemental Indentureindenture. Without the consent of each Holder of Notes affected, an amendment, supplement or waiver may not, with respect to any Notes issued thereunder and held by a nonconsenting Holder: (1) reduce the principal amount of such Notes whose Holders must consent to an amendment; (2) reduce the stated rate of or extend the stated time for payment of interest on any such Note (other than provisions relating to Section 3.5 and Section 3.9); (3) reduce the principal of or extend the Stated Maturity of any such Note (other than provisions relating to Section 3.5 and Section 3.9); (4) reduce the redemption price payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case as set forth in Section 5.7 or Section 5.9; (5) make any such Note payable in currency other than that stated in such Note; (6) impair the right of any Holder to institute suit for the enforcement of any payment of principal of and interest on such Holder’s Notes on or after the due dates therefor; (7) waive a Default or Event of Default with respect to the nonpayment of principal, premium or interest (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of such Notes outstanding and a waiver of the payment default that resulted from such acceleration); or (8) make any change in the amendment or waiver provisions which require the Holders’ consent described in this Section 9.2. It shall not be necessary for the consent of the Holders under this Indenture to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. A consent to any amendment, supplement or waiver under this Indenture by any Holder of the Notes given in connection with a tender or exchange of such Holder’s Notes will not be rendered invalid by such tender or exchange.

With Consent of Holders. Except as provided in Section 9.1 and Section 9.3the next succeeding paragraphs, this Indenture and or the Notes Securities may be amended or supplemented with the consent of the Holders of at least a majority in principal amount aggregate Principal Amount of Notes the Securities then outstanding affected by the such supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for Notes)indenture, and, subject to Sections 6.8 and 6.12, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes Securities of any series may be waived with the consent of the Holders of a majority in principal amount aggregate Principal Amount of Notes the then outstanding Securities affected by such supplemental indenture implementing such amendment Default, Event of Default or supplement (including consents obtained in connection with a tender offer or exchange offer for Notes). It shall not be necessary for the consent of the Holders under this Section 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or waiver under this Section 9.2 becomes effective, the Company shall deliver to the Holders affected thereby a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waivercompliance. Upon the request of the Company accompanied by a resolution of its Board of Directors Resolution authorizing the execution of any such amended or supplemental Indentureindenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.29.04 hereof, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of such amended or supplemental Indenture indenture unless such amended or supplemental Indenture indenture affects the Trustee’s own or any Registrar or Paying Agent’s rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended 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 supplemental indenture, amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture, amendment or waiver. Subject to Sections 5.04 and 5.07 hereof, the Holders of a majority in aggregate Principal Amount of the Securities then outstanding affected may waive compliance in a particular instance by the Company with any provision of this Indenture or such Securities. Without the consent of each Holder affected hereby, however, an amendment or waiver may not: (a) change the Stated Maturity of, or the principal of or premium or interest on, the Securities of such series; (b) reduce any amounts due on the Securities of such series or payable upon acceleration of the Maturity of the Securities of such series following an Event of Default; (c) adversely affect any right of repayment at the Holder’s option if such option is applicable to the Securities of such series; (d) change the place (except as otherwise permitted by the terms of this Indenture) or currency of payment on the Securities of such series; (e) modify the Securities of such series to subordinate such Securities to other indebtedness of the Company; (f) reduce the percentage of Principal Amount of Securities the consent of whose Holders is required to modify or amend this Indenture or the Securities of such series in accordance with the provisions of this Article 9; (g) reduce the percentage of Principal Amount of Securities the consent of whose Holders is needed to waive compliance with certain provisions of this Indenture in accordance with the provisions of Section 4.08 or to waive certain Defaults or Events of Defaults in accordance with the provisions of Section 5.04; or (h) modify any of the provisions of this Section 9.02, Section 5.04 or Section 4.08, except to increase the percentage in Principal Amount of Securities the consent of whose Holders is required under any such Section or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Security affected thereby, provided, however, that this clause (h) will not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 9.02, Section 5.04 and Section 4.08, or the deletion of this proviso, in accordance with the requirements of Section 6.11.

With Consent of Holders. Except as provided in Section 9.1 and Section 9.3the next succeeding paragraphs, this Indenture and or the Notes Securities may be amended or supplemented with the consent of the Holders of at least a majority in principal amount aggregate Principal Amount of Notes then outstanding affected by all the supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for Notes), and, subject to Sections 6.8 and 6.12, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes may be waived with the consent of Holders of a majority in principal amount of Notes Securities then outstanding affected by such supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for Notes). It shall not be necessary for the consent of the Holders under this Section 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or waiver under this Section 9.2 becomes effective, the Company shall deliver to the Holders affected thereby a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiverindenture. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureindenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.29.04 hereof, the Trustee shall join with the Company and the Subsidiary Guarantors Guarantors, if any, in the execution of such amended or supplemental Indenture indenture unless such amended or supplemental Indenture indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended supplemental indenture. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. Subject to Sections 5.02(b), 5.04 and 5.07 hereof, the application of or compliance with, either generally or in a particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the outstanding Securities of that series. Without the consent of each Holder affected hereby, however, an amendment or waiver may not: (a) reduce the percentage in Principal Amount of Securities of any series whose Holders must consent to an amendment, supplement or waiver; (b) change the Stated Maturity of the principal of, or any installment of principal of or interest on, or time for payment of interest on, any Security, or reduce the Principal Amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change any Payment Office where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the redemption date); (c) modify any of the provisions of this Section 9.02, Section 5.04 or Section 4.06, except to increase the percentage in Principal Amount of Holders required under any such Section or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Security affected thereby, provided, however, that this clause (c) will not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 9.02, Section 5.02(b), Section 5.04 and Section 4.06, or the deletion of this proviso, in accordance with the requirements of Section 6.11; (d) make any change to the rights of the Holders under Article 12 which adversely affects the Holders in any material respect, except as otherwise provided for in this Indenture; (e) impair the rights of Holders of the Securities of any series that are exchangeable or convertible to receive payment or delivery of any consideration due upon the conversion or exchange of the Securities of that series; (f) change in any manner adverse to the interests of the Holders of any outstanding Securities the terms and conditions of the obligations of the Guarantors, if applicable, in respect of the due and punctual payment of the principal thereof (and premium, if any, thereon) and interest thereon or any additional amounts or any sinking fund or analogous payments provided in respect thereof; (g) make any change in this sentence of this Section 9.02; or (h) modify or amend any of the provisions of the Indenture or Securities of any series as may be set forth in the supplemental indenture with respect to the Securities of that series as requiring the consent of each Holder affected thereby. An amendment, supplement or waiver under this Section 9.02 may not make any change that adversely affects the rights under Article 12 of any holder of Senior Debt then outstanding unless the holders of such Senior Debt (or any Representative thereof authorized to give a consent) consent to such change.

With Consent of Holders. Except as otherwise provided in Section 9.1 and Section 9.3herein, this Indenture the Company and the Trustee may amend or supplement this Indenture, the Collateral Documents or the Notes may be amended or supplemented with the written consent of the Holders of at least a majority in principal amount of Notes the then outstanding affected by the supplemental indenture implementing such amendment or supplement Notes (including consents obtained in connection with a tender offer or exchange offer for Notes), and, subject to Sections 6.8 and 6.12, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes may be waived with the consent of Holders of a majority in principal amount of Notes then outstanding affected by such supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for Notes). It shall not be necessary for Upon the consent request of the Holders under this Section 9.2 to approve Company, accompanied by a resolution of the particular form Board of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or waiver under this Section 9.2 becomes effective, Directors of the Company shall deliver to authorizing the Holders affected thereby a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity execution of any such supplemental indenture or waiver. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureamendment, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.29.6 hereof, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of such amended supplemental indenture or supplemental Indenture amendment unless such amended supplemental indenture or supplemental Indenture amendment affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended supplemental indenture. It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed supplemental indenture or amendment, but it shall be sufficient if such consent approves the substance thereof. After a supplemental Indentureindenture or amendment under this Section becomes effective, the Company shall mail to the Holders of each Note affected thereby a notice briefly describing the amendment or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture, amendment or waiver. Subject to Sections 6.8, 6.12, 7.2 and 7.7 hereof, the Holders of a majority in principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder of Notes affected, an amendment or waiver under this Section may not (with respect to any Notes held by a non-consenting Holder of Notes): (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity of any Note or alter the optional or mandatory redemption provisions (other than provisions relating to the covenants described in Section 4.20 or 4.21) or reduce the prices at which the Company shall offer to purchase such Notes pursuant to Sections 4.20 or 4.21 hereof; (c) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (d) waive a Default or Event of Default in the payment of principal of or interest on, or redemption payment with respect to, any Note (other than a Default in the payment of an amount due as a result of an acceleration if the Holders of Notes rescind such acceleration pursuant to Section 6.2); (e) make any Note payable in money other than that stated in the Note; (f) make any change in the provisions of this Indenture relating to waiver of past defaults or to the rights of Holders to receive payments of principal, premiums or interest on the Notes or in this sentence of this Section 9.2; (g) waive a redemption payment with respect to any Note; (h) release all or substantially all of the Collateral from the Lien of this Indenture or the Collateral Documents (except in accordance with the provisions thereof) (i) make any change in the foregoing amendment and waiver provisions.

With Consent of Holders. Except as otherwise provided in Section 9.1 herein, the Company and Section 9.3, the Trustee may amend or supplement this Indenture and or the Notes may be amended or supplemented with the written consent of the Holders of at least a majority in principal amount of Notes the then outstanding affected by the supplemental indenture implementing such amendment or supplement Notes (including consents obtained in connection with a tender offer or exchange offer for Notes), and, subject to Sections 6.8 and 6.12, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes may be waived with the consent of Holders of a majority in principal amount of Notes then outstanding affected by such supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for Notes). It shall not be necessary for Upon the consent request of the Holders under this Section 9.2 to approve Company, accompanied by a resolution of the particular form Board of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or waiver under this Section 9.2 becomes effective, Directors of the Company shall deliver to authorizing the Holders affected thereby a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity execution of any such supplemental indenture or waiver. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureamendment, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.29.6 hereof, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of such amended supplemental indenture or supplemental Indenture amendment unless such amended supplemental indenture or supplemental Indenture amendment affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended supplemental indenture. It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed supplemental indenture or amendment, but it shall be sufficient if such consent approves the substance thereof. After a supplemental Indentureindenture or amendment under this Section becomes effective, the Company shall mail to the Holders of each Note affected thereby a notice briefly describing the amendment or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture, amendment or waiver. Subject to Sections 6.8, 6.12, 7.2 and 7.7 hereof, the Holders of a majority in principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder of Notes affected, an amendment or waiver under this Section may not (with respect to any Notes held by a non-consenting Holder of Notes): (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity of any Note or alter the optional or mandatory redemption provisions (other than provisions relating to the covenants described in Section 4.20 or 4.21) or reduce the prices at which the Company shall offer to purchase such Notes pursuant to Sections 4.20 or 4.21 hereof; (c) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (d) waive a Default or Event of Default in the payment of principal of or interest on, or redemption payment with respect to, any Note (other than a Default in the payment of an amount due as a result of an acceleration if the Holders of Notes rescind such acceleration pursuant to Section 6.2); (e) make any Note payable in money other than that stated in the Note; (f) make any change in the provisions of this Indenture relating to waiver of past defaults or to the rights of Holders to receive payments of principal, premiums or interest on the Notes or in this sentence of this Section 9.2; (g) waive a redemption payment with respect to any Note; (h) make any change to the subordination provisions of Article XII of this Indenture that adversely affects Holders of Notes; or (i) make any change in the foregoing amendment and waiver provisions.

With Consent of Holders. Except as provided in Section 9.1 9.01 and this Section 9.39.02, this Indenture the Issuer, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes may be amended or supplemented and the Guarantees with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding affected by the supplemental indenture implementing such amendment or supplement (outstanding, including consents obtained in connection with a purchase of, or tender offer or exchange offer for Notes), and, subject to Sections 6.8 Section 6.04 and 6.126.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes issued thereunder may be waived with the consent of the Holders of a majority in principal amount of Notes the then outstanding affected by such supplemental indenture implementing such amendment or supplement Notes (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). It Section 2.08 hereof and Section 2.09 hereof shall not determine which Notes are considered to be necessary “outstanding” for the consent purposes of the Holders under this Section 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or waiver under this Section 9.2 becomes effective, the Company shall deliver to the Holders affected thereby a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver9.02. Upon the request of the Company Issuer accompanied by a resolution of its Board board of Directors directors authorizing the execution of any such amended or supplemental Indentureindenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.2, the Trustee shall join with the Company Issuer and the Subsidiary Guarantors in the execution of such amended or supplemental Indenture indenture unless such amended or supplemental Indenture indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the 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 amended or supplemental indenture or waiver. Without the consent of each affected Holder of Notes, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (a) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of such Notes (for the avoidance of doubt, the provisions relating to Section 3.09, Section 4.10 and Section 4.14 hereof are not redemptions of the Notes); (c) reduce the rate of or change the time for payment of interest on any Note; (d) waive a Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders; (e) make any Note payable in money other than that stated therein; (f) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes; (g) make any change in these amendment and waiver provisions; (h) impair the right of any Holder to receive payment of principal of, or premium, if any, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (i) make any change in the subordination provisions of the Notes that would adversely affect the Holders; or (j) except as expressly permitted by this Indenture, modify the Guarantees of Holdings or any Significant Subsidiary in any manner materially adverse to the Holders. No amendment to or waiver of (i) the subordination provisions of this Indenture (or the component definitions used therein) that are adverse to the lenders under Senior Credit Facilities or (ii) this sentence may be made without the consent of the Required Lenders (as defined in the ABL Facility) and the holders of a majority of the other Indebtedness in respect of Senior Credit Facilities of the Issuer and the Guarantors (or their Representative(s)). Each holder of Senior Indebtedness shall be deemed to be a third party beneficiary of this paragraph.

With Consent of Holders. Except as provided in Section 9.1 The Company and Section 9.3the Trustee may amend, waive or supplement this Indenture and or the Notes may be or any amended or supplemented supplemental Indenture with the written consent of the Holders of at least Notes of not less than a majority in aggregate principal amount of the Notes then outstanding affected by the supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for the Notes), and, subject to Sections 6.8 and 6.12, any existing Default or Event of Default (other than a Default or Event of Default in . Upon the payment request of the principal ofCompany accompanied by a resolution of its Board of Directors authorizing the execution of any such amendment, premiumwaiver or supplement or any such amended or supplemental Indenture, if any, or interest on and upon the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance filing with any provision the Trustee of this Indenture or evidence satisfactory to the Notes may be waived with Trustee of the consent of the Holders of a majority Notes as aforesaid, and upon receipt by the Trustee of the documents described in principal amount Section 9.06, the Trustee shall join with the Company in the execution of Notes then outstanding affected by any such supplemental indenture implementing such amendment amendment, waiver or supplement (including consents obtained or such amended or supplemental Indenture unless such amended or supplemental Indenture adversely affects the Trustee's own rights, duties or immunities under this Indenture, in connection with a tender offer which case the Trustee may in its sole discretion, but shall not be obligated to, enter into such amended or exchange offer for Notes)supplemental Indenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.2 9.02 to approve the particular par- ticular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company shall deliver mail to the Holders of Notes affected thereby a notice briefly describing the supplemental indenture amendment, supplement or waiver. Any failure by of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.2, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of such amended or supplemental Indenture unless such amended or supplemental Indenture affects waiver. Subject to Sections 6.04 and 6.07, the Trustee’s own rights, duties or immunities under Holders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or otherwisethe Notes. However, without the consent of each Holder of the Notes affected thereby, an amendment or waiver may not, directly or indirectly: (i) reduce the principal amount at maturity of Notes whose Holders must consent to an amendment; (ii) reduce the rate of or change or have the effect of changing the time for payment of interest, including defaulted interest, on any Notes or change or have the effect of changing the definition of Accreted Value; (iii) reduce the principal of or change or have the effect of changing the fixed maturity of any Notes, or change the date on which any Notes may be subject to redemption or repurchase, or reduce the redemption or repurchase price therefor; (iv) make any Notes payable in which case money other than that stated in the Trustee may Notes; (v) make any change in provisions of this Indenture protecting the right of each Holder to receive payment of principal of and interest on such Holder's Note or Notes on or after the due date thereof or to bring suit to enforce such payment, or permitting Holders of a majority in principal amount of Notes to waive Defaults or Events of Default; (vi) amend, change or modify in any material respect the obligation of the Company (or any of the provisions or definitions with respect thereto) to (A) make and consummate a Change of Control Offer in the event of a Change of Control or (B) make and consummate a Net Proceeds Offer with respect to any Asset Sale that has been consummated; or (vii) release any Guarantor from any of its discretion, but shall not be obligated to, enter into such amended obligations under its Guarantee or supplemental this Indenture otherwise than in accordance with the terms of this Indenture.

With Consent of Holders. Except as provided in Section 9.1 The Company and Section 9.3, the Trustee may amend or supplement this Indenture and or the Notes may be or any amended or supplemented supplemental Indenture with the written consent of the Holders of at least Notes of not less than a majority in aggregate principal amount of the Notes then outstanding affected by the supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for the Notes), and, subject to Sections 6.8 and 6.12, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes may be waived with the consent of Holders of a majority in principal amount of Notes then outstanding affected by such supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for Notes). It shall not be necessary for the consent of the Holders under this Section 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or waiver under this Section 9.2 becomes effective, the Company shall deliver to the Holders affected thereby a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.29.06, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of such amended or supplemental Indenture unless such amended or supplemental Indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its sole discretion, but shall not be obligated to, enter into such amended or supplemental Indenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Company shall mail to the Holders of Notes affected thereby a notice describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Subject to Sections 6.04 and 6.07, the Holders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder of the Notes affected thereby, an amendment or waiver may not, directly or indirectly: (i) reduce the amount of Notes whose Holders must consent to an amendment; (ii) reduce the rate of or change or have the effect of changing the time for payment of premium, if any, and interest, including defaulted interest, on any Notes; (iii) reduce the principal of or change or have the effect of changing the fixed maturity of any Notes, or change the date on which any Notes may be subject to redemption or repurchase, or reduce the redemption or repurchase price therefor; (iv) make any Notes payable in money other than that stated in the Notes; (v) make any change in provisions of this Indenture protecting the right of each Holder to receive payment of premium, if any, principal of and interest on such Note on or after the due date thereof or to bring suit to enforce such payment, or permitting Holders of a majority in principal amount of the Notes to waive Defaults or Events of Default; (vi) 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 which has occurred 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 (vii) modify or change any provision of this Indenture or the related definitions affecting the ranking of the Notes in a manner which adversely affects the Holders.

With Consent of Holders. Except Subject to Sections 6.4 and 6.7 hereof, the Company and the Trustee, as provided in Section 9.1 and Section 9.3applicable, may amend, or waive any provision of, this Indenture and or the Notes may be amended or supplemented the Security Documents, with the written consent of the Holders of at least a majority in of the principal amount of Notes the then outstanding affected by the supplemental indenture implementing such amendment or supplement Notes (including consents obtained in connection with a tender offer or exchange offer for Notes); provided, andthat any amendment or waiver of the provisions of Sections 4.7, subject to Sections 6.8 and 6.124.9, any existing Default 4.10, 4.12 or Event 10.3 hereof -58- shall require the written consent of Default (other than a Default or Event the Holders of Default in the payment at least 66 2/3% of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes may be waived with the consent of Holders of a majority in principal amount of Notes the then outstanding affected by such supplemental indenture implementing such amendment or supplement Notes (including consents obtained in connection with a tender offer or exchange offer for Notes). It shall not be necessary for Upon the consent request of the Holders under this Section 9.2 to approve Company, accompanied by a resolution of the particular form Board of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or waiver under this Section 9.2 becomes effective, Directors of the Company shall deliver to authorizing the Holders affected thereby a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity execution of any such supplemental indenture or waiver. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureamendment, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.29.6 hereof, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of such amended supplemental indenture or supplemental Indenture amendment unless such amended supplemental indenture or supplemental Indenture amendment affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended supplemental indenture. It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed supplemental indenture or amendment, but it shall be sufficient if such consent approves the substance thereof. After a supplemental Indentureindenture or amendment under this Section becomes effective, the Company shall mail to the Holders of each Note affected thereby a notice briefly describing the amendment or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture, amendment or waiver. Notwithstanding any other provision hereof, without the consent of each Holder affected, an amendment or waiver under this Section may not (with respect to any Notes held by a non-consenting Holder): (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of, or the premium on, or change the fixed maturity of any Note or alter Article 3 hereof or numbered paragraphs 5 or 6 of Exhibit A to this Indenture or the price at which the Company shall offer to purchase such Notes pursuant to Sections 4.10 or 4.14 hereof; (3) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on, or redemption payment with respect to, any Note (other than a Default in the payment of an amount due as a result of an acceleration if the Holder rescinds such acceleration pursuant to Section 6.2); (5) make any Note payable in money other than that stated in the Notes; (6) make any change in Section 6.4 or 6.7 hereof or in this Section 9.2; (7) waive a redemption payment with respect to any Note; (8) make any change in provisions of any of the Guarantees that adversely affects the rights of any holder of Notes; (9) after a period of fifteen days from the Issue Date, make any change adversely affecting the rights of the Holders of the Notes under Article 11 hereof; or (10) make any change in the foregoing amendment and waiver provisions.

With Consent of Holders. Except as provided below in Section 9.1 and Section 9.3this ‎Section 9.2, this Indenture the Issuer, the Guarantors, the Trustee and the Notes Collateral Agent may be amended amend or supplemented supplement the Notes Documents with the consent of the Holders of at least a majority in principal amount of all the outstanding Notes then outstanding affected by the supplemental indenture implementing such amendment or supplement (including issued under this Indenture, including, without limitation, consents obtained before or after a Change of Control or in connection with a purchase of, or tender offer or exchange offer for for, Notes), and, subject to Sections 6.8 and 6.12, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the any Notes Document may be waived with the consent of the Holders of at least a majority in principal amount of all the outstanding Notes then outstanding affected by such supplemental indenture implementing such amendment or supplement issued under this Indenture (including consents obtained before or after a Change of Control or in connection with a purchase of, or tender offer or exchange offer for for, such Notes). It ‎Section 2.9 and ‎Section 13.4 shall not determine which Notes are considered to be necessary “outstanding” for the consent purposes of the Holders under this Section 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or waiver under this Section 9.2 becomes effective, the Company shall deliver to the Holders affected thereby a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver‎Section 9.2. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental IndentureIssuer, and upon the filing with the Trustee of evidence reasonably satisfactory delivery to the Trustee and the Notes Collateral Agent, as applicable, of evidence of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee and/or the Notes Collateral Agent of the documents described in Section 7.2‎Section 9.5 and ‎13.2 hereof, the Trustee shall and/or the Notes Collateral Agent will join with the Company Issuer and the Subsidiary Guarantors in the execution of such amended or supplemental Indenture indenture, security documents or intercreditor agreements unless such amended or supplemental Indenture affects indenture, security documents or intercreditor agreements affect the Trustee’s or the Notes Collateral Agent’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee or the Notes Collateral Agent, as applicable, may in its discretion, but shall will not be obligated to, enter into such amended or supplemental indenture, security documents or intercreditor agreements. Without the consent of each Holder of Notes affected, an amendment, supplement or waiver may not, with respect to any Notes issued thereunder and held by a nonconsenting Holder: (1) reduce the principal amount of such Notes whose Holders must consent to an amendment; (2) reduce the stated rate of or extend the stated time for payment of interest on any such Note (other than provisions relating to ‎Section 3.5 and ‎Section 3.10); (3) reduce the principal of or extend the Stated Maturity of any such Note (other than provisions relating to ‎Section 3.5 and ‎Section 3.10); (4) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case as set forth in ‎Section 5.6; (5) make any such Note payable in currency other than that stated in such Note; (6) impair the right of any Holder to institute suit for the enforcement of any payment of principal of and interest on such Holder’s Notes on or after the due dates therefor; (7) waive a Default or Event of Default with respect to the nonpayment of principal, premium or interest (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of such Notes outstanding and a waiver of the payment default that resulted from such acceleration); or (8) make any change in the amendment or waiver provisions which require the Holders’ consent described in this ‎Section 9.2. Notwithstanding the foregoing, without the consent of the Holders of at least 66 2/3% in aggregate principal amount of the Notes then outstanding, no amendment or waiver may (A) make any change in any Security Document or the provisions in this Indenture dealing with Collateral or application of trust proceeds of the Collateral with the effect of releasing the Liens on all or substantially all of the Collateral which secure the Obligations in respect of the Notes or (B) change or alter the priority of the Liens securing the Obligations in respect of the Notes in any material portion of the Collateral in any way materially adverse, taken as a whole, to the Holders, other than, in each case, as provided under the terms of this Indenture, the Security Documents or the Intercreditor Agreement. The consent of the Holders is not necessary under this Indenture to approve the particular form of any proposed amendment, supplement or waiver of any Note Document. It is sufficient if such consent approves the substance of the proposed amendment, supplement or waiver. A consent to any amendment, supplement or waiver under this Indenture by any Holder of Notes given in connection with a tender or exchange of such Holder’s Notes will not be rendered invalid by such tender or exchange.

With Consent of Holders. Except as provided below in this Section 9.1 8.02, the Company, each Guarantor, if any, the Trustee and Section 9.3, the Securities Administrator may amend or supplement this Indenture and the Notes may be amended or supplemented with the consent of Holders of at least a majority in principal amount of Notes then outstanding affected by the supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer for the Securities or exchange offer for Notes), and, subject to Sections 6.8 and 6.12, any existing Default a series of Securities or Event a solicitation of Default (other than a Default or Event of Default consents in the payment respect of the Securities or a series of Securities, provided that such offer or solicitation is made to all Holders of the applicable series of Securities then outstanding on equal terms) of the Holders of at least a majority in aggregate principal of, premium, if any, amount of the series of Securities affected by such supplemental indenture then outstanding affected thereby. The Holders of a majority in aggregate principal amount of the Securities of a series then outstanding may waive compliance in a particular instance by the Company or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance any Guarantor with any provision of this Indenture or the Notes may be waived with the consent of Holders of a majority in principal amount of Notes then outstanding affected by such supplemental indenture implementing such amendment or supplement applicable Securities (including consents waivers obtained in connection with a tender offer for such Securities or exchange a solicitation of consents in respect of such Securities, provided that in each case such offer for Notesor solicitation is made to all Holders of the Securities or the series of Securities, as applicable, then outstanding on equal terms). It shall not be necessary for Upon the request of the Company and each Guarantor, if any, accompanied by a resolution of the Board of Directors of each of the Company and each Guarantor, if any, authorizing the execution of any supplemental indenture entered into to effect any such amendment, supplement or waiver, and upon the filing with the Trustee and the Securities Administrator of evidence of the consent of the Holders under this as aforesaid, and upon receipt by the Trustee and the Securities Administrator of the documents described in Section 9.2 to approve 8.06, the particular form Trustee and the Securities Administrator shall join with the Company and each Guarantor, if any, in the execution of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereofsupplemental indenture. After a supplemental indenture an amendment, supplement or waiver under this Section 9.2 8.02 becomes effective, the Company shall deliver mail to the Holders of each Security affected thereby a notice briefly describing the supplemental indenture amendment, supplement or waiver. Any failure by of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture amendment, supplement or waiver. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of It shall not be necessary for the consent of the Holders under this Section 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. Without the consent of each Holder affected, an amendment, supplement or waiver under this Section 8.02 may not: (i) extend the final maturity of the principal of any of the Securities; (ii) reduce the principal amount of any of the Securities (including reducing the amount of the principal of a Discount at Issue Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02); (iii) reduce the rate or extend the time of payment of interest, including default interest, Additional Amounts or any change in the Floating or Adjustable Rate Provision pursuant to which such rate is determined that would reduce such rate for any period, if any, on any of the Securities; (iv) reduce any amount payable on redemption of any of the Securities; (v) change the currency in which the principal of or premium, if any, Additional Amounts, if any, or interest, if any, on any of the Securities is payable; (vi) impair the right to institute suit for the enforcement of any payment of principal of or premium, if any, Additional Amounts, if any, or interest, if any, on any Security pursuant to Section 5.07 and Section 5.08, except as aforesaidlimited by Section 5.06; (vii) make any change in the percentage of principal amount of the Securities necessary to waive compliance with or to modify certain provisions of this Indenture pursuant to Section 5.04 or Section 5.07 or this clause of this Section 8.02; or (viii) waive a continuing Default or Event of Default in the payment of principal of or premium, if any, Additional Amounts, if any, or interest, including default interest, if any, on the Securities. The right of any Holder to participate in any consent required or sought pursuant to any provision of this Indenture (and upon receipt the obligation of the Company to obtain any such consent otherwise required from such Holder) may be subject to the requirement that such Holder shall have been the Holder of record of the Securities as of a record date fixed by the Trustee Company in accordance with Section 8.04 of the documents described in Section 7.2, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of such amended or supplemental Indenture unless such amended or supplemental Indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture.

With Consent of Holders. Except as provided below in Section 9.1 this ‎Section 9.2, the Issuer, the Guarantors and Section 9.3the Trustee may amend or supplement this Indenture, this Indenture any Guarantee and the Notes may be amended or supplemented issued hereunder with the consent of the Holders of at least a majority in principal amount of all the outstanding Notes then outstanding affected by the supplemental indenture implementing such amendment or supplement (including issued under this Indenture, including, without limitation, consents obtained before or after a Change of Control or in connection with a purchase of, or tender offer or exchange offer for for, Notes), and, subject to Sections 6.8 and 6.12, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture Indenture, the Notes or the Notes Guarantees may be waived with the consent of the Holders of at least a majority in principal amount of all the outstanding Notes then outstanding affected by such supplemental indenture implementing such amendment or supplement issued under this Indenture (including consents obtained before or after a Change of Control or in connection with a purchase of or tender offer or exchange offer for Notes). It ‎Section 2.11 hereof and ‎Section 12.4 hereof shall not determine which Notes are considered to be necessary “outstanding” for the consent purposes of the Holders under this Section 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or waiver under this Section 9.2 becomes effective, the Company shall deliver to the Holders affected thereby a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver‎Section 9.2. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental IndentureIssuer, and upon the filing with delivery to the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.2‎Section 9.5 and ‎12.2 hereof, the Trustee shall will join with the Company Issuer and the Subsidiary Guarantors Guarantor in the execution of such amended or supplemental Indenture indenture unless such amended or supplemental Indenture affects indenture affect the Trustee’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall will not be obligated to, enter into such amended or supplemental Indentureindenture. Without the consent of each Holder of Notes affected, an amendment, supplement or waiver may not, with respect to any Notes issued thereunder and held by a nonconsenting Holder: (a) reduce the principal amount of such Notes whose Holders must consent to an amendment; (b) reduce the stated rate of or extend the stated time for payment of interest on any such Note (other than provisions relating to Section 3.3 or 3.4); (c) reduce the principal of or extend the Stated Maturity of any such Note (other than provisions relating to Section 3.3 or 3.4); (d) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case as set forth in ‎Section 5.6; (e) make any such Note payable in currency other than that stated in such Note; (f) impair the right of any Holder to institute suit for the enforcement of any payment of principal of and interest on such Holder’s Notes on or after the due dates therefor; (g) waive a Default or Event of Default with respect to the nonpayment of principal, premium or interest (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of such Notes outstanding and a waiver of the payment default that resulted from such acceleration); or (h) make any change in the amendment or waiver provisions which require the Holders’ consent described in this ‎Section 9.2. It shall not be necessary for the consent of the Holders under this Indenture to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. A consent to any amendment, supplement or waiver under this Indenture by any Holder of the Notes given in connection with a tender or exchange of such Holder’s Notes will not be rendered invalid by such tender or exchange.

With Consent of Holders. Except as otherwise provided in Section 9.1 and Section 9.3herein, this Indenture the Company and the Trustee may amend or supplement this Indenture, the Collateral Documents, the Notes may be amended or supplemented the Subsidiary Guarantees with the written consent of the Holders of at least a majority in principal amount of Notes the then outstanding affected by the supplemental indenture implementing such amendment or supplement Notes (including consents obtained in connection with a tender offer or exchange offer for Notes), and, subject to Sections 6.8 and 6.12, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes may be waived with the consent of Holders of a majority in principal amount of Notes then outstanding affected by such supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for Notes). It shall not be necessary for 91 Upon the consent request of the Holders under this Section 9.2 to approve Company, accompanied by a resolution of the particular form Board of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or waiver under this Section 9.2 becomes effective, Directors of the Company shall deliver to authorizing the Holders affected thereby a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity execution of any such supplemental indenture or waiver. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureamendment, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.29.6 hereof, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of such amended supplemental indenture or supplemental Indenture amendment unless such amended supplemental indenture or supplemental Indenture amendment affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended supplemental indenture. It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed supplemental indenture or amendment, but it shall be sufficient if such consent approves the substance thereof. After a supplemental Indentureindenture or amendment under this Section 9.2 becomes effective, the Company shall mail to the Holders of each Note affected thereby a notice briefly describing the amendment or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture, amendment or waiver. Subject to Sections 6.8 and 6.12 hereof, the Holders of a majority in principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder of Notes affected, an amendment or waiver under this Section may not (with respect to any Notes held by a non-consenting Holder of Notes): (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity of any Note or alter the optional or mandatory redemption provisions (other than provisions relating to the covenants described in Section 4.20 or 4.21) or reduce the prices at which the Company shall offer to purchase such Notes pursuant to Sections 4.20 or 4.21 hereof; (c) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (d) waive a Default or Event of Default in the payment of principal of or interest on, or redemption payment with respect to, any Note (other than a Default in the payment of an amount due as a result of an acceleration if the Holders of Notes rescind such acceleration pursuant to Section 6.2); (e) make any Note payable in money other than that stated in the Note; (f) make any change in the provisions of this Indenture relating to waiver of past defaults or to the rights of Holders to receive payments of principal of, or interest on the Notes or in this sentence of this Section 9.2; (g) waive a redemption payment with respect to any Note; (h) release all or substantially all of the Collateral from the Lien of this Indenture or the Collateral Documents (except in accordance with the provisions hereof or thereof) (i) make any change in the foregoing amendment and waiver provisions.

With Consent of Holders. Except as provided in Section 9.1 9.01 hereof and this Section 9.39.02, the Issuers, the Guarantors and the Trustee may amend or supplement this Indenture and the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding affected by the supplemental indenture implementing such amendment or supplement (outstanding, including consents obtained in connection with a purchase of, or tender offer or exchange offer for Notes)for, and, subject to Sections 6.8 6.04 and 6.126.07 hereof, Notes, and any existing Default or Event of Default (other than except a Default or Event of continuing Default in the payment of the principal ofinterest, premium, if any, or interest the principal on the Notes, except maturity with respect to any Note held by a payment default resulting from an acceleration that has been rescindednon-consenting Holder) or compliance with any provision of this Indenture or the Notes issued thereunder may be waived with the consent of the Holders of a majority in principal amount of Notes the then outstanding affected Notes, other than Notes beneficially owned by such supplemental indenture implementing such amendment the Issuers or supplement its Affiliates (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). It Sections 2.08 and 2.09 hereof shall not determine which Notes are considered to be necessary “outstanding” for the consent purposes of the Holders under this Section 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or waiver under this Section 9.2 becomes effective, the Company shall deliver to the Holders affected thereby a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver9.02. Upon the request of the Company Issuers accompanied by a resolution of its Board each of Directors their board of directors authorizing the execution of any such amended or supplemental Indentureindenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.2, the Trustee shall join with the Company Issuers and the Subsidiary Guarantors in the execution of such amended or supplemental Indenture indenture unless such amended or supplemental Indenture indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Without the consent of each affected Holder of Notes, an amendment or waiver under this Section 9.02 may not, with respect to any Notes held by a non-consenting Holder: (a) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of such Notes (other than provisions relating to Sections 3.09, 4.10 and 4.14 hereof); (c) reduce the rate of or change the time for payment of interest on any Note; (d) waive a Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders; (e) make any Note payable in money other than that stated therein; (f) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes; (g) make any change in these amendment and waiver provisions; (h) impair the right of any Holder to receive payment of principal of, or premium, if any, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (i) make any change to or modify the ranking of the Notes that would materially adversely affect the Holders; or (j) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Subsidiary in any manner adverse to the Holders of the Notes. No amendment to, or deletion of any of the covenants described under Article 4 hereof (other than Section 4.01), or action taken in compliance with the covenants in effect at the time of such action, shall be deemed to impair or affect any rights of any Holders of the Notes to receive payment of principal of or premium, if any, or interest on the Notes or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes.

With Consent of Holders. Except as provided below in this Section 9.1 8.02, the Company, each Guarantor, if any, the Trustee and Section 9.3, the Securities Administrator may amend or supplement this Indenture and the Notes may be amended or supplemented with the consent of Holders of at least a majority in principal amount of Notes then outstanding affected by the supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer for the Securities or exchange offer for Notes), and, subject to Sections 6.8 and 6.12, any existing Default a series of Securities or Event a solicitation of Default (other than a Default or Event of Default consents in the payment respect of the Securities or a series of Securities, provided that such offer or solicitation is made to all Holders of the applicable series of Securities then outstanding on equal terms) of the Holders of at least a majority in aggregate principal of, premium, if any, amount of the series of Securities affected by such supplemental indenture then outstanding affected thereby. The Holders of a majority in aggregate principal amount of the Securities of a series then outstanding may waive compliance in a particular instance by the Company or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance any Guarantor with any provision of this Indenture or the Notes may be waived with the consent of Holders of a majority in principal amount of Notes then outstanding affected by such supplemental indenture implementing such amendment or supplement applicable Securities (including consents waivers obtained in connection with a tender offer for such Securities or exchange offer for Notes)a solicitation of consents in respect of such Securities. It shall not be necessary for Upon the request of the Company and each Guarantor, if any, accompanied by a resolution of the Board of Directors of each of the Company and each Guarantor, if any, authorizing the execution of any supplemental indenture entered into to effect any such amendment, supplement or waiver, and upon the filing with the Trustee and the Securities Administrator of evidence of the consent of the Holders under this as aforesaid, and upon receipt by the Trustee and the Securities Administrator of the documents described in Section 9.2 to approve 8.06, the particular form Trustee and the Securities Administrator shall join with the Company and each Guarantor, if any, in the execution of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereofsupplemental indenture. After a supplemental indenture an amendment, supplement or waiver under this Section 9.2 8.02 becomes effective, the Company shall deliver send to the Holders of each Security affected thereby a notice briefly describing the supplemental indenture amendment, supplement or waiver. Any failure by of the Company to mail send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture amendment, supplement or waiver. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of It shall not be necessary for the consent of the Holders under this Section 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. Without the consent of each Holder affected, an amendment, supplement or waiver under this Section 8.02 may not: (i) extend the final maturity of the principal of any of the Securities; (ii) reduce the principal amount of any of the Securities (including reducing the amount of the principal of a Discount at Issue Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02); (iii) reduce the rate or extend the time of payment of interest, including default interest, Additional Amounts or any change in the Floating or Adjustable Rate Provision pursuant to which such rate is determined that would reduce such rate for any period, if any, on any of the Securities; (iv) reduce any amount payable on redemption of any of the Securities; (v) change the currency in which the principal of or premium, if any, Additional Amounts, if any, or interest, if any, on any of the Securities is payable; (vi) impair the right to institute suit for the enforcement of any payment of principal of or premium, if any, Additional Amounts, if any, or interest, if any, on any Security pursuant to Section 5.07 and Section 5.08, except as aforesaidlimited by Section 5.06; (vii) make any change in the percentage of principal amount of the Securities necessary to waive compliance with or to modify certain provisions of this Indenture pursuant to Section 5.04 or Section 5.07 or this clause of this Section 8.02; or (viii) waive a continuing Default or Event of Default in the payment of principal of or premium, if any, Additional Amounts, if any, or interest, including default interest, if any, on the Securities. The right of any Holder to participate in any consent required or sought pursuant to any provision of this Indenture (and upon receipt the obligation of the Company to obtain any such consent otherwise required from such Holder) may be subject to the requirement that such Holder shall have been the Holder of record of the Securities as of a record date fixed by the Trustee Company in accordance with Section 8.04 of the documents described in Section 7.2, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of such amended or supplemental Indenture unless such amended or supplemental Indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture.

With Consent of Holders. Except Subject to Sections 6.4 and 6.7 hereof, the Company and the Trustee, as provided in Section 9.1 and Section 9.3applicable, may amend, or waive any provision of, this Indenture and or the Notes may be amended or supplemented Notes, with the written consent of the Holders of at least a majority in of the principal amount of Notes the then outstanding affected by the supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for Notes), and, subject to Sections 6.8 and 6.12, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes may be waived with the consent of Holders of a majority in principal amount of Notes then outstanding affected by such supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for Notes). It shall not be necessary for Upon the consent request of the Holders under this Section 9.2 to approve Company, accompanied by a resolution of the particular form Board of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or waiver under this Section 9.2 becomes effective, Directors of the Company shall deliver to authorizing the Holders affected thereby a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity execution of any such supplemental indenture or waiver. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureamendment, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.29.6 hereof, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of such amended supplemental indenture or supplemental Indenture amendment unless such amended supplemental indenture or supplemental Indenture amendment affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended supplemental indenture. It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed supplemental indenture or amendment, but it shall be sufficient if such consent approves the substance thereof. After a supplemental Indentureindenture or amendment under this Section becomes effective, the Company shall mail to the Holders of each Note affected thereby a notice briefly describing the amendment or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture, amendment or waiver. Notwithstanding any other provision hereof, without the consent of each Holder affected, an amendment or waiver under this Section may not (with respect to any Notes held by a non-consenting Holder): (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (3) reduce the principal of, or the premium (including, without limitation, redemption premium) on, or change the fixed maturity of any Note or alter the provisions with respect to payment on redemption of the Notes or the price at which the Company shall offer to purchase such Notes pursuant to Section 4.10 or 4.14 hereof; (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on, or redemption payment with respect to, any Note (other than a Default in the payment of an amount due as a result of an acceleration if the Holder rescinds such acceleration pursuant to Section 6.2); (5) make any Note payable in money other than that stated in the Notes; (6) make any change in Section 6.4 or 6.7 hereof or in this Section 9.2 with respect to the requirement for the consent of any affected Holder; or (7) make any change adversely affecting the contractual ranking of the Obligations.

With Consent of Holders. Except as provided in Section 9.1 and Section 9.3the next succeeding paragraphs, this Indenture and or the Notes Securities may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of Notes the Securities then outstanding affected by the supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for Notessuch Securities), and, subject to Sections 6.8 and 6.12, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes Securities may be waived with the consent of the Holders of a majority in aggregate principal amount of Notes the then outstanding affected by such supplemental indenture implementing such amendment or supplement Securities (including consents obtained in connection with a tender offer or exchange offer for Notessuch Securities). Upon the request of the Company accompanied by a Board Resolution 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 Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.04 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 or otherwise, 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 9.2 7.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company shall deliver mail to the Holders affected thereby a notice briefly describing the supplemental indenture amendment, supplement or waiver. Any failure by of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. Upon Subject to Sections 4.04 and 4.07 hereof, the request Holders of a majority in aggregate principal amount of the Securities then outstanding may waive compliance in a particular instance by the Company accompanied by a resolution with any provision of its Board of Directors authorizing this Indenture or the execution of any such amended or supplemental Indenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of Securities. Without the consent of each Holder affected, however, an amendment or waiver may not (with respect to any Security held by a non-consenting Holder): (i) change the Holders as aforesaid, and upon receipt by the Trustee Stated Maturity of the documents described principal of, or any installment of interest on, any Security; (ii) reduce the principal amount of, or premium, if any, or interest on, any Security; (iii) reduce any amount payable on redemption of the Securities or upon the occurrence on an Event of Default; (iv) change the place or currency of payment of principal of, premium, if any, or interest on, any Security; (v) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in Section 7.2the case of a redemption, on or after the Trustee shall join redemption date) of any Security; (vi) reduce the above-stated percentage of outstanding Securities the consent of whose Holders is necessary to modify or amend the Indenture; (vii) waive a default in the payment of principal of, premium, if any, or interest on the Securities; (viii) 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 the Indenture or for waiver of certain defaults; or (ix) modify or change any provision of the Indenture with respect to modification and waiver. Neither the Company and nor any of its Subsidiaries will, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise to any Holder of any notes for or as an inducement to any consent, waiver or amendment of any of the Subsidiary Guarantors terms or provisions of the Indenture or the Securities unless such consideration is offered to be paid or agreed to be paid to all Holders of the Securities that consent, waive or agree to amend in the execution of time frame set forth in the solicitation documents relating to such amended consent, waiver or supplemental Indenture unless such amended or supplemental Indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indentureagreement.

With Consent of Holders. Except as provided in Section 9.1 and Section 9.3the next succeeding paragraphs, this Indenture and or the Notes Securities may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of Notes the Securities then outstanding affected by the supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for Notessuch Securities), and, subject to Sections 6.8 and 6.12, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes Securities may be waived with the consent of the Holders of a majority in aggregate principal amount of Notes the then outstanding affected by such supplemental indenture implementing such amendment or supplement Securities (including consents obtained in connection with a tender offer or exchange offer for Notessuch Securities). Upon the request of the Company accompanied by a resolution of its 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 Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.04 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 or otherwise, 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 9.2 7.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company shall deliver mail to the Holders affected thereby a notice briefly describing the supplemental indenture amendment, supplement or waiver. Any failure by of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. Upon Subject to Sections 4.04 and 4.07 hereof, the request Holders of a majority in aggregate principal amount of the Securities then outstanding may waive compliance in a particular instance by the Company accompanied by a resolution with any provision of its Board of Directors authorizing this Indenture or the execution of any such amended or supplemental Indenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of Securities. Without the consent of each Holder affected, however, an amendment or waiver may not (with respect to any Security held by a non-consenting Holder): (i) reduce the principal amount of Securities whose Holders must consent to an amendment, supplement or waiver; (ii) reduce the principal of or change the fixed maturity of any Security (other than provisions relating to the covenants described under 3.10 and 3.17); (iii) reduce the rate of or change the time for payment of interest on any Security; (iv) 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 as aforesaid, of at least a majority in aggregate principal amount thereof and upon receipt by the Trustee a waiver of the documents described payment default that resulted from such acceleration); (v) make any Security payable in money other than that stated in the Securities; (vi) make any change in Section 7.2, 4.04 or 4.07 hereof; (vii) waive a redemption payment with respect to any Security (other than a payment described by Section 3.10 or 3.17); (viii) modify the Trustee shall join with ranking or priority of the Company and Securities or modify the Subsidiary Guarantors definition of Senior Debt or Designated Senior Debt or amend or modify Article 9 in any manner adverse to the execution Holders; or (ix) make any change in this sentence of such amended or supplemental Indenture unless such amended or supplemental Indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental IndentureSection 7.02.

With Consent of Holders. Except (a) Subject to Sections 6.4 and 6.7, the Issuers and the Trustee, as provided in Section 9.1 and Section 9.3applicable, may amend, or waive any provision of, this Indenture and or the Notes may be amended or supplemented Notes, with the written consent of the Holders of at least a majority in of the aggregate principal amount of Notes the then outstanding affected by the supplemental indenture implementing such amendment or supplement Notes (including consents obtained in connection with a tender offer or exchange offer for Notes), and, subject to Sections 6.8 and 6.12, any existing Default or Event of Default . (other than a Default or Event of Default in b) Upon the payment request of the principal ofIssuers, premium, if any, or interest on the Notes, except accompanied by a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes may be waived with the consent of Holders of a majority in principal amount of Notes then outstanding affected by such supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for Notes). It shall not be necessary for the consent resolution of the Holders under this Section 9.2 to approve Board of Directors of each of the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves Issuers authorizing the substance thereof. After a supplemental indenture or waiver under this Section 9.2 becomes effective, the Company shall deliver to the Holders affected thereby a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity execution of any such supplemental indenture or waiver. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureamendment, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.29.6, the Trustee shall join with the Company and the Subsidiary Guarantors Issuers in the execution of such amended supplemental indenture or supplemental Indenture amendment unless such amended supplemental indenture or supplemental Indenture amendment affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended supplemental indenture. (c) It shall not be necessary for the consent of the Holders under this Section 9.2 to approve the particular form of any proposed supplemental indenture or amendment, but it shall be sufficient if such consent approves the substance thereof. (d) After a supplemental Indentureindenture or amendment under this Section 9.2 becomes effective, the Issuers shall mail to the Holders of each Note affected thereby a notice briefly describing the amendment or waiver. Any failure of the Issuers to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture, amendment or waiver. (e) Notwithstanding any other provision hereof, without the consent of each Holder affected, an amendment or waiver under this Section 9.2 may not (with respect to any Notes held by a non-consenting Holder): (i) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (ii) reduce the principal of, or the premium (including, without limitation, redemption premium) on, or change the fixed maturity of, any Note; alter the provisions with respect to the payment on redemption of the Notes; or alter the price at which repurchases of the Notes may be made pursuant to Section 4.10 or 4.14, after the Asset Sale or Change of Control, respectively, has occurred; (iii) reduce the rate of or change the time for payment of interest on any Note; (iv) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); (v) make any Note payable in money other than that stated in the Notes; (vi) make any change in Section 6.4 or 6.7 or in this Section 9.2; (vii) waive a redemption payment with respect to any Note in a redemption made pursuant to Article III; or (viii) adversely affect the contractual ranking of the Notes or Subsidiary Guarantees. (f) Notwithstanding any other provision hereof, without the consent of the Holders of not less than two-thirds in aggregate principal amount of the Notes at the time outstanding, the Issuers, the Subsidiary Guarantors and the Trustee may not amend or supplement the Security Documents, or waive or modify the rights of the Holders thereunder or the provisions of this Indenture relating thereto, in either case, in a manner adverse to the Holders.

With Consent of Holders. Except as provided in Section 9.1 The Company and Section 9.3, the Trustee may amend or supplement this Indenture and or the Notes may be amended or supplemented Debentures with the written consent of the Holders of at least a majority in principal amount of Notes the then outstanding affected by the supplemental indenture implementing such amendment or supplement Debentures (including consents obtained in connection with a tender offer or exchange offer for Notes), and, subject to Sections 6.8 the Debentures) and 6.12, any existing Default or Event of Default (other than a Default or Event of Default in the payment including, without limitation, an acceleration of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescindedDebentures) or compliance with any provision of this Indenture or the Notes Debentures may be waived with the written consent of the Holders of at least a majority in principal amount of Notes the then outstanding affected by such supplemental indenture implementing such amendment or supplement Debentures (including consents obtained in connection with a tender offer or exchange offer for Notesthe Debentures). It shall not be necessary for the consent of the Holders under this Section 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or waiver under this Section 9.2 becomes effective, the Company shall deliver to the Holders affected thereby a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. Upon the request of the Company Company, accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureindenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.29.06 hereof, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of such amended or supplemental Indenture indenture unless such amended or supplemental Indenture indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended supplemental indenture. It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplement, amendment or waiver under this Section becomes effective, the Company shall mail to the Holders of each Debenture affected thereby a notice briefly describing the supplement, amendment or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental Indentureindenture, amendment or waiver. Subject to Sections 6.04(1) and 6.07 hereof, the Holders of a majority in principal amount of the Debentures then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Debentures. However, without the consent of each Holder affected, a supplement, amendment or waiver under this Section may not (with respect to any Debentures held by a non-consenting Holder): (1) reduce the principal amount of Debentures whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of or change the fixed maturity of any Debenture or alter the provisions with respect to redemption of the Debentures other than pursuant to Sections 4.06 and 4.07 hereof; (3) reduce the rate of or change the time for payment of interest, including default interest, or Additional Interest on any Debenture; (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest or Additional Interest on any Debenture (except a recision of acceleration of the Debentures by the Holders of at least a majority in aggregate principal amount of the Debentures and a waiver of the payment default that resulted from such acceleration); (5) make any Debenture payable in money other than that stated in the Debenture; (6) make any change in Section 6.04(1) or 6.07 hereof or in this sentence of this Section 9.02 or the rights of Holders of Debentures to receive payments of principal of or premium, if any, or interest or Additional Interest on the Debentures; (7) waive a redemption payment with respect to any Debenture (other than a payment required by the provisions of Sections 4.06 or 4.07 hereof); or (8) make any change in the foregoing amendment and waiver provisions.

With Consent of Holders. Except as provided in Section 9.1 and Section 9.3, this Indenture The Company and the Notes Trustee may be amended amend or supplemented enter into an indenture or indentures supplemental hereto with the written consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes. The Holders of a majority in principal amount of the Notes then outstanding may, or the Trustee with the written consent of the Holders of at least a majority in principal amount of Notes the then outstanding affected Notes may, waive compliance in a particular instance by the supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for Notes), and, subject to Sections 6.8 and 6.12, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance Company with any provision of this Indenture or the Notes may be waived with the consent of Holders of a majority in principal amount of Notes then outstanding affected by such supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for Notes). It shall not be necessary for the consent of the Holders under this Section 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or waiver under this Section 9.2 becomes effective, the Company shall deliver to the Holders affected thereby a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. Upon the request of the Company Company, accompanied by a resolution of its the Board of Directors authorizing the execution of any such amended amendment or supplemental Indentureindenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders Noteholders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.29.6 hereof, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of such amended amendment or supplemental Indenture indenture unless such amended amendment or supplemental Indenture indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended amendment or supplemental indenture. It shall not be necessary for the consent of the Holders under this Section 9.2 to approve the particular form of any proposed amendment, supplemental indenture or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplemental indenture or waiver under Section 9.1 or this Section 9.2 becomes effective, the Company shall mail to the Holders of each Note affected thereby a copy of such amendment, supplemental indenture or waiver and a notice briefly de- scribing the amendment, supplemental indenture or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplemental indenture or waiver. Notwithstanding the first paragraph of this Section 9.2, without the consent of each Noteholder affected, an amendment, supplemental indenture or waiver under this Section 9.2 shall not: (1) reduce the principal amount of Notes whose Holders must consent to an amendment; (2) reduce the stated rate of or extend the stated time for payment of interest, including default interest, on any Note; (3) reduce the principal of, any installment of interest on or any premium with respect to any Note, change the Stated Maturity of any Note or change the periods during which any Note may be redeemed in accordance with Section 3.7; (4) make any Note payable in currency other than that stated in the Note; (5) impair the right of any Holder of the Notes to receive payment of principal of and interest on Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder's Notes; (6) after the Company's obligation to purchase notes arises hereunder, amend, change or modify in any material respect in a manner adverse to the Holders of 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 Asset Sale Offer with respect to any Asset Disposition that has been consummated or, after such Change of Control has occurred or such Asset Disposition has been consummated, modify any of the provisions or definitions with respect thereto; (7) reduce the percentage in principal amount of outstanding Notes the consent of the Holders of which is necessary to amend this Indenture, to waive compliance with certain provisions of this Indenture or to waive certain defaults; or (8) release any Guarantor from any of its obligations under the Guarantee or this Indenture, except as permitted hereunder.

With Consent of Holders. Except as provided below in this Section 9.1 8.02, the Company, each Guarantor, if any, the Trustee and Section 9.3, the Securities Administrator may amend or supplement this Indenture and the Notes may be amended or supplemented with the consent of Holders of at least a majority in principal amount of Notes then outstanding affected by the supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer for the Securities or exchange offer for Notes), and, subject to Sections 6.8 and 6.12, any existing Default a series of Securities or Event a solicitation of Default (other than a Default or Event of Default consents in the payment respect of the Securities or a series of Securities, provided that such offer or solicitation is made to all Holders of the applicable series of Securities then outstanding on equal terms) of the Holders of at least a majority in aggregate principal of, premium, if any, amount of the series of Securities affected by such supplemental indenture then outstanding affected thereby. The Holders of a majority in aggregate principal amount of the Securities of a series then outstanding may waive compliance in a particular instance by the Company or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance any Guarantor with any provision of this Indenture or the Notes may be waived with the consent of Holders of a majority in principal amount of Notes then outstanding affected by such supplemental indenture implementing such amendment or supplement applicable Securities (including consents waivers obtained in connection with a tender offer for such Securities or exchange a solicitation of consents in respect of such Securities, provided that in each case such offer for Notesor solicitation is made to all Holders of the Securities or the series of Securities, as applicable, then outstanding on equal terms). It shall not be necessary for Upon the request of the Company and each Guarantor, if any, accompanied by a resolution of the Board of Directors of each of the Company and each Guarantor, if any, authorizing the execution of any supplemental indenture entered into to effect any such amendment, supplement or waiver, and upon the filing with the Trustee and the Securities Administrator of evidence of the consent of the Holders under this as aforesaid, and upon receipt by the Trustee and the Securities Administrator of the documents described in Section 9.2 to approve 8.06, the particular form Trustee and the Securities Administrator shall join with the Company and each Guarantor, if any, in the execution of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereofsupplemental indenture. After a supplemental indenture an amendment, supplement or waiver under this Section 9.2 8.02 becomes effective, the Company shall deliver mail to the Holders of each Security affected thereby a notice briefly describing the supplemental indenture amendment, supplement or waiver. Any failure by of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture amendment, supplement or waiver. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of It shall not be necessary for the consent of the Holders under this Section 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. Without the consent of each Holder affected, an amendment, supplement or waiver under this Section 8.02 may not: (i) extend the final maturity of the principal of any of the Securities; (ii) reduce the principal amount of any of the Securities (including reducing the amount of the principal of a Discount at Issue Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02); (iii) reduce the rate or extend the time of payment of interest, including default interest, Additional Amounts or any change in the Floating or Adjustable Rate Provision pursuant to which such rate is determined that would reduce such rate for any period, if any, on any of the Securities; (iv) reduce any amount payable on redemption of any of the Securities; (v) change the currency in which the principal of or premium, if any, Additional Amounts, if any, or interest, if any, on any of the Securities is payable; (vi) impair the right to institute suit for the enforcement of any payment of principal of or premium, if any, Additional Amounts, if any, or interest, if any, on any Security pursuant to Section 5.07 and Section 5.08, except as aforesaidlimited by Section 5.06; (vii) make any change in the percentage of principal amount of the Securities necessary to waive compliance with or to modify certain provisions of this Indenture pursuant to Section 5.04 or Section 5.07 or this clause of this Section 8.02; (viii) waive a continuing Default or Event of Default in the payment of principal of or premium, if any, Additional Amounts, if any, or interest, including default interest, if any, on the Securities; or (ix) make any change in the subordination provisions of this Indenture that would adversely affect the Holders. The right of any Holder to participate in any consent required or sought pursuant to any provision of this Indenture (and upon receipt the obligation of the Company to obtain any such consent otherwise required from such Holder) may be subject to the requirement that such Holder shall have been the Holder of record of the Securities as of a record date fixed by the Trustee Company in accordance with Section 8.04 of the documents described in Section 7.2, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of such amended or supplemental Indenture unless such amended or supplemental Indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture.

With Consent of Holders. Except as provided in Section 9.1 and Section 9.3the next succeeding paragraphs, this Indenture and or the Notes Securities may be amended or supplemented with the consent of the Holders of at least a majority in principal amount aggregate Principal Amount of Notes then outstanding affected by all the supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for Notes), and, subject to Sections 6.8 and 6.12, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes may be waived with the consent of Holders of a majority in principal amount of Notes Securities then outstanding affected by such supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for Notes). It shall not be necessary for the consent of the Holders under this Section 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or waiver under this Section 9.2 becomes effective, the Company shall deliver to the Holders affected thereby a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiverindenture. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureindenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.29.04 hereof, the Trustee shall join with the Company and the Subsidiary Guarantors Guarantors, if any, in the execution of such amended or supplemental Indenture indenture unless such amended or supplemental Indenture indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended supplemental indenture. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental Indentureindenture or waiver. Subject to Sections 5.02(b), 5.04 and 5.07 hereof, the application of or compliance with, either generally or in a particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the outstanding Securities of that series. Without the consent of each Holder affected hereby, however, an amendment or waiver may not: (a) reduce the percentage in Principal Amount of Securities of any series whose Holders must consent to an amendment, supplement or waiver; (b) change the Stated Maturity of the principal of, or any installment of principal of or interest on, or time for payment of interest on, any Security, or reduce the Principal Amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change any Payment Office where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the redemption date); (c) modify any of the provisions of this Section 9.02, Section 5.04 or Section 4.06, except to increase the percentage in Principal Amount of Holders required under any such Section or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Security affected thereby, provided, however, that this clause (c) will not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 9.02, Section 5.02(b), Section 5.04 and Section 4.06, or the deletion of this proviso, in accordance with the requirements of Section 6.11; (d) impair the rights of Holders of the Securities of any series that are exchangeable or convertible to receive payment or delivery of any consideration due upon the conversion or exchange of the Securities of that series; (e) change in any manner adverse to the interests of the Holders of any outstanding Securities the terms and conditions of the obligations of the Guarantors, if applicable, in respect of the due and punctual payment of the principal thereof (and premium, if any, thereon) and interest thereon or any additional amounts or any sinking fund or analogous payments provided in respect thereof; (f) make any change in this sentence of this Section 9.02; or (g) modify or amend any of the provisions of the Indenture or Securities of any series as may be set forth in the supplemental indenture with respect to the Securities of that series as requiring the consent of each Holder affected thereby.

With Consent of Holders. Except as provided in Section 9.1 and Section 9.3, this Indenture and the Notes may be amended or supplemented with the consent of Holders of at least a majority in principal amount of Notes then outstanding affected by the supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for Notes), and, subject to Sections 6.8 and 6.12, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes may be waived with the consent of Holders of a majority in principal amount of Notes then outstanding affected by such supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for Notes). It shall not be necessary for the consent of the Holders under this Section 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or waiver under this Section 9.2 becomes effective, the Company Issuer or Iron Mountain shall deliver to the Holders affected thereby a notice briefly describing the supplemental indenture or waiver. Any failure by the Company Issuer or Iron Mountain to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. Upon the request of the Company Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon the filing with the Trustee of evidence 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 7.2, the Trustee shall join with the Company Issuer, Iron Mountain and the Subsidiary Guarantors in the execution of such amended or supplemental Indenture unless such amended or supplemental Indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture.

With Consent of Holders. Except as provided below in this Section 9.1 and Section 9.39.02, this Indenture the Company and the Notes Trustee together may be amended amend this Indenture, the Securities or supplemented the Collateral Documents with the written consent of the Holders of at least a majority in aggregate principal amount of Notes the then outstanding affected by the supplemental indenture implementing such amendment or supplement Securities (including consents obtained in connection with a tender offer or exchange offer for NotesSecurities), and, subject to Sections 6.8 and 6.12, any existing Default or Event of Default (other than a Default or Event of Default in . Upon the payment request of the principal ofCompany, premiumaccompanied by a resolution of the Board of Directors authorizing the execution of any such supplemental indenture or supplemental collateral document, if any, or interest on and upon the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance filing with any provision the Trustee of this Indenture or evidence satisfactory to the Notes may be waived with Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of a majority the documents described in principal amount Section 9.06 hereof, the Trustee shall join with the Company in the execution of Notes then outstanding affected by such supplemental indenture implementing or supplemental collateral document unless such amendment supplemental indenture or supplement (including consents obtained supplemental collateral document adversely affects the Trustee's own rights, duties or immunities under this Indenture, the Collateral Documents or otherwise, in connection with a tender offer which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture or exchange offer for Notes)supplemental collateral document. It shall not be necessary for the consent of the Holders under this Section 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture an amendment or waiver under this Section 9.2 becomes effective, the Company shall deliver mail to the Holders of each Security affected thereby a notice briefly describing the supplemental indenture amendment or waiver. Any failure by of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. Upon Subject to Sections 6.04 and 6.07 hereof, the request 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 Securities) may waive any existing default or compliance in a particular instance by the Company accompanied by a resolution with any provision of its Board of Directors authorizing the execution of any such amended or supplemental this Indenture, and upon the filing with Securities or the Trustee of evidence reasonably satisfactory to the Trustee of Collateral Documents. However, without the consent of each Holder affected, an amendment or waiver under this Section may not (with respect to any Securities held by a non-consenting Holder): (1) reduce the principal amount of Securities whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of or change the fixed maturity of any Security or alter the provisions with respect to the redemption of the Securities (other than the provisions of Section 4.11); (3) reduce the rate of or change the time for payment of interest on any Security; (4) waive a Default or an Event of Default in the payment of principal of or interest on the Securities (except a rescission of acceleration of the Securities by the Holders as aforesaid, and upon receipt by the Trustee of at least a majority in aggregate principal amount of the documents described then outstanding Securities and a waiver of the payment default that resulted from such acceleration); (5) make any Security payable in Section 7.2, the Trustee shall join with the Company and the Subsidiary Guarantors money other than that stated in the execution Security; (6) make any change in the provisions of such amended or supplemental Indenture unless such amended or supplemental Indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, the Collateral Documents relating to waivers of past Defaults or the rights of Holders of Securities to receive payments of principal of or interest on the Securities; (7) waive a redemption payment with respect to any Security (other than a payment required by Section 4.11); (8) make any change in which this sentence of this Section 9.02; or (9) terminate the Lien of any Collateral Documents or deprive any Holder of the security afforded by the Lien of any Collateral Document (except in each case as is expressly permitted by the Trustee may in its discretion, but shall not be obligated to, enter into such amended applicable Collateral Document or supplemental the Indenture).

With Consent of Holders. Except as provided in Section 9.1 and Section 9.3the next succeeding paragraphs, this Indenture and or the Notes Securities may be amended or supplemented with the consent of the Holders of at least a majority in principal amount aggregate Principal Amount of Notes the Securities then outstanding affected by the supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for Notessuch Securities), and, subject to Sections 6.8 and 6.12, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes Securities may be waived with the consent of the Holders of a majority in principal amount aggregate Principal Amount of Notes the then outstanding affected by such supplemental indenture implementing such amendment or supplement Securities (including consents obtained in connection with a tender offer or exchange offer for Notessuch Securities). Upon the request of the Company accompanied by a resolution of their 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 Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 8.04 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 or otherwise, 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 9.2 8.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company shall deliver mail to the Holders affected thereby a notice briefly describing the supplemental indenture amendment, supplement or waiver. Any failure by of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. Upon Subject to Sections 4.04 and 4.07 hereof, the request Holders of a majority in aggregate Principal Amount of the Securities then outstanding may waive compliance in a particular instance by the Company accompanied by a resolution with any provision of its Board this Indenture or the Securities. Without the consent of Directors authorizing each Holder, however, an amendment or waiver may not: (a) reduce the execution Principal Amount of Securities whose Holders must consent to an amendment, supplement or waiver; (b) change the stated maturity of the principal of, or any installment of principal of or interest on, or time for payment of interest on, any Security, or reduce the Principal Amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change any Payment Office where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such amended payment on or supplemental Indentureafter the stated maturity thereof (or, and upon in the filing with case of redemption, on or after the Trustee Redemption Date); (c) modify any of evidence reasonably satisfactory the provisions of this Section 8.02, Section 4.04 or Section 3.06, except to increase the Trustee percentage in Principal Amount of Holders required under any such Section or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holders as aforesaidHolder of each outstanding Security affected thereby, provided, however, that this clause (c) will not be deemed to require the consent of any Holder with respect to changes in the references to "the Trustee" and upon receipt by concomitant changes in this Section 8.02, Section 4.04 and Section 3.06, or the Trustee deletion of the documents described this proviso, in Section 7.2, the Trustee shall join accordance with the Company and the Subsidiary Guarantors requirements of Section 5.11; or (d) make any change in the execution this sentence of such amended or supplemental Indenture unless such amended or supplemental Indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental IndentureSection 8.02.

With Consent of Holders. Except as otherwise provided in this Section 9.1 and Section 9.31002, this the Indenture and the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding affected by the supplemental indenture implementing such amendment or supplement (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for for, Notes), and, subject to Sections 6.8 and 6.12, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this the Indenture or and the Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of Notes the then outstanding affected by such supplemental indenture implementing such amendment or supplement Notes (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for for, Notes). The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any amendment, supplement or waiver. If a record date is fixed, the Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to consent to such amendment, supplement or waiver, whether or not such Holders remain Holders after such record date. Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any amendment, supplement or waiver, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in the second paragraph of Section 702, the Trustee shall join with the Company and the Guarantors in the execution of such amendment, supplement or waiver, unless such amendment, supplement or waiver adversely affects the Trustee’s own rights, duties, liabilities or immunities under the Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amendment or supplement. It shall not be necessary for the consent of the Holders of Notes under this Section 9.2 1002 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company shall deliver mail to the Holders of Notes affected thereby a notice briefly describing the supplemental indenture amendment, supplement or waiver. Any failure by of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture amendment, supplement or waiver. Upon Subject to Sections 604 and 607, the request Holders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company accompanied or any Guarantor with any provision of the Indenture or the Notes. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 1002 may not (with respect to any Notes held by a resolution non-consenting Holder): (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of or change the fixed maturity of any Note or alter the provisions, or waive any payment, with respect to the redemption or repurchase of the Notes (other than any provision with respect to Sections 1110 or 1114); (3) reduce the rate of, or change the time for payment of, interest on any Note; (4) waive a Default or Event of Default in the payment of principal of, or interest, or premium, if any, on, the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); (5) make any Note payable in money other than U.S. dollars; (6) make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, or interest or premium, if any, on, the Notes; (7) release any Guarantor from any of its Board obligations under its Note Guarantee or the Indenture, except in accordance with the terms of Directors authorizing the execution Indenture; (8) impair the right to institute suit for the enforcement of any such amended payment on or supplemental Indenture, and upon the filing with the Trustee of evidence reasonably satisfactory respect to the Trustee Notes or the Note Guarantees; (9) except as otherwise permitted under Sections 901, 902, 1118 or 1404, consent to the assignment or transfer by the Company or any Guarantor of any of its rights or obligations under the Indenture; or (10) make any change in the preceding amendment, supplement and waiver provisions. Without the consent of the Holders as aforesaid, and upon receipt by the Trustee of at least 75% of the documents described principal amount of the Notes then outstanding (including, without limitation, consents obtained in Section 7.2connection with a purchase of, or tender offer or exchange offer for, Notes), an amendment or waiver may not amend or modify any of the Trustee shall join with provisions of the Company and the Subsidiary Guarantors in the execution of such amended or supplemental Indenture unless such amended or supplemental Indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, the related definitions affecting the subordination or ranking of the Notes or any Note Guarantee in which case any manner adverse to the Trustee may in its discretion, but shall not be obligated to, enter into such amended holders of the Notes or supplemental Indentureany Note Guarantee.

With Consent of Holders. Except as provided in Section 9.1 and Section 9.3the next succeeding paragraphs, this Indenture and or the Notes Securities may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of Notes the Securities then outstanding affected by the supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for Notessuch Securities), and, subject to Sections 6.8 and 6.12, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes Securities may be waived with the consent of the Holders of a majority in principal amount of Notes the then outstanding affected by such supplemental indenture implementing such amendment or supplement Securities (including consents obtained in connection with a tender offer or exchange offer for Notessuch Securities). Upon the request of the Company accompanied by a resolution of its 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 Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.06 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 or otherwise, 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 9.2 7.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company shall deliver mail to the Holders affected thereby a notice briefly describing the supplemental indenture amendment, supplement or waiver. Any failure by of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. Upon Subject to Sections 5.04 and 5.07 hereof, the request Holders of a majority in aggregate principal amount of the Securities then outstanding may waive compliance in a particular instance by the Company accompanied by a resolution with any provision of its Board of Directors authorizing this Indenture or the execution of any such amended or supplemental Indenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of Securities. Without the consent of each Holder affected, however, an amendment or waiver may not (with respect to any Security held by a non-consenting Holder): (i) reduce the principal amount of Securities whose Holders must consent to an amendment, supplement or waiver; (ii) reduce the principal of or change the fixed maturity of any Security; (iii) reduce the rate of or change the time for payment of interest on any Security; (iv) make any change regarding the exchange rights set forth in Article 10 other than to increase the Exchange Rate; (v) 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 as aforesaid, of at least a majority in aggregate principal amount thereof and upon receipt by the Trustee a waiver of the documents described payment default that resulted from such acceleration); (vi) make any Security payable in money other than that stated in the Securities; (vii) make any change in Section 7.2, the Trustee shall join with the Company and the Subsidiary Guarantors 5.04 or 5.07 hereof; or (viii) make any change in the execution this sentence of such amended or supplemental Indenture unless such amended or supplemental Indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental IndentureSection 7.02.

With Consent of Holders. Except as provided below in this Section 9.1 9.02, the Issuers, the Trustee and Section 9.3Collateral Trustee, as applicable, may amend or supplement this Indenture Indenture, the Notes and the Notes may be amended or supplemented other Note Documents with the consent of the Holders of at least a majority 66.67% in aggregate principal amount of the Notes then outstanding affected by the supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for Notes)outstanding, and, subject to Sections 6.8 Section 6.04 and 6.12Section 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of at least 66.67% in aggregate principal amount of the then outstanding Notes. For the avoidance of doubt, any existing Default or Event of Default may, by notice to the Trustee, be waived by the Holders of a majority in aggregate principal amount of the outstanding Notes then outstanding affected in accordance with Section 6.04 hereof. Upon the request of the Issuers accompanied by a resolution of their respective Board of Directors authorizing the execution of any such amended or supplemental indenture implementing such or amendment or supplement (including consents obtained to any Note Document, and upon the filing with the Trustee and Collateral Trustee, if applicable, of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee and Collateral Trustee, if applicable, of the documents described in connection Section 9.05 hereof, the Trustee and Collateral Trustee, if applicable, shall join with a tender offer the Issuers in the execution of such amended or exchange offer for Notes)supplemental indenture or amendment or supplement to any Note Document unless such amended or supplemental indenture or amendment or supplement to such Note Document affects the Trustee’s or Collateral Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case each of the Trustee and Collateral Agent may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture or amendment or supplement to such Note Document. It shall not be necessary for the consent of the Holders under this Section 9.2 9.02 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture an amendment, supplement or waiver under this Section 9.2 9.02 becomes effective, the Company Issuers shall deliver send to the Holders affected thereby (with a copy to the Trustee) a notice briefly describing the supplemental indenture amendment, supplement or waiver. Any failure by of the Company Issuers to mail send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Upon Subject to Section 6.04 and Section 6.07 hereof, the request Holders of at least 66.67% in aggregate principal amount of the Company accompanied Notes then outstanding may waive compliance in a particular instance by the Issuers with any provision of this Indenture or the Notes. Notwithstanding other provisions of this Section 9.02, unless consented to by the Holders of at least 85.00% of the aggregate principal amount of the then outstanding Notes, an amendment, supplement or waiver under this Section 9.02 may not (i) release the Liens for the benefit of the Holders of the Notes on all or substantially all of the Collateral, (ii) alter or waive the provisions with respect to the redemption of the Notes described under Section 4.10, Section 4.14, Section 4.16 and Section 4.18 or (iii) modify or change any provision of this Indenture affecting the ranking of the Notes in a manner materially adverse to the Holders of the Notes. Notwithstanding other provisions of this Section 9.02, without the consent of each Holder affected, an amendment, supplement or waiver may not (with respect to any Notes held by a resolution non-consenting Holder): (1) reduce the principal amount of its Board or change the Stated Maturity of Directors authorizing any installment of principal of any Note or alter or waive the execution provisions with respect to the redemption of the Notes (other than the provisions described under Section 4.10, Section 4.14 and Section 4.16); (2) reduce the rate of or change the Stated Maturity of any interest payment on any Note; (3) reduce the amount payable upon the redemption of any Note or, in respect of an optional redemption, the times at which any Note may be redeemed; (4) after the time an Offer to Purchase is required to have been made, reduce the purchase amount or purchase price, or extend the latest expiration date or purchase date thereunder; (5) make any Note payable in money other than that stated in the Note; (6) impair the right of any Holder of Notes to receive any principal payment or interest payment on such Holder’s Notes, on or after the Stated Maturity thereof, or institute suit for the enforcement of any such amended payment; (7) make any change in the percentage of the principal amount of the Notes whose Holders must consent to an amendment or supplemental Indenturewaiver; (8) [reserved]; (9) [reserved]; (10) modify or amend the provisions in this Indenture regarding the waiver of past Defaults and the waiver of certain covenants by the Holders of such Notes affected thereby, and upon the filing with the Trustee except to increase any percentage vote required or to provide that certain other provisions of evidence reasonably satisfactory to the Trustee of this Indenture may not be modified or waived without the consent of the Holders as aforesaid, and upon receipt by the Trustee Holder of each Note affected thereby; or (11) modify or amend any of the documents described in Section 7.2above or this amendment and waiver provision. Neither the Issuers nor any of their Subsidiaries or Affiliates may, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the Trustee shall join with the Company and the Subsidiary Guarantors in the execution terms or provisions of such amended or supplemental Indenture unless such amended or supplemental Indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwisethe Notes unless such consideration is offered to be paid or agreed to be paid to all Holders that consent, waive or agree to amend such term or provision within the time period set forth in the solicitation documents relating to the consent, waiver or amendment. For the avoidance of doubt, no amendment to, or deletion of any of the covenants described in Article IV hereof, in which each case in accordance with the Trustee may provisions governing such amendment or deletion contained in its discretionthis Indenture, but or action taken in compliance with such covenants in effect at the time of such action, shall not be obligated todeemed to impair or affect any legal rights of any Holders to receive payment of principal of or premium, enter into if any, or interest on the Notes or to institute suit for the enforcement of any payment on or with respect to such amended or supplemental IndentureHolder’s Notes.

With Consent of Holders. Except as provided in Section 9.1 and Section 9.3the next succeeding paragraphs, this Indenture and or the 2006 Notes or 2009 Notes, as the case may be, may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the 2006 Notes or 2009 Notes, as the case may be, then outstanding affected by (including consents obtained in connection with a tender 36 42 offer or exchange offer for such 2006 Notes or 2009 Notes, as the supplemental indenture implementing such amendment case may be,), and any existing default or supplement compliance with any provision of this Indenture or the 2006 Notes or 2009 Notes, as the case may be, may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding 2006 Notes or 2009 Notes, as the case may be, (including consents obtained in connection with a tender offer or exchange offer for such 2006 Notes or 2009 Notes, as the case may be). Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, andand upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, subject to Sections 6.8 and 6.12upon receipt by the Trustee of the documents described in Section 7.04 hereof, any existing Default or Event of Default (other than a Default or Event of Default the Trustee shall join with the Company in the payment execution of such supplemental indenture unless such supplemental indenture affects the principal ofTrustee's own rights, premium, if any, duties or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of immunities under this Indenture or otherwise, in which case the Notes Trustee may in its discretion, but shall not be waived with the consent of Holders of a majority in principal amount of Notes then outstanding affected by obligated to, enter into such supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for Notes)indenture. It shall not be necessary for the consent of the Holders under this Section 9.2 7.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company shall deliver mail to the Holders affected thereby a notice briefly describing the supplemental indenture amendment, supplement or waiver. Any failure by of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. Upon Subject to Sections 4.04 and 4.07 hereof, the request Holders of a majority in aggregate principal amount of the 2006 Notes or 2009 Notes, as the case may be, then outstanding may waive compliance in a particular instance by the Company accompanied by a resolution with any provision of its Board of Directors authorizing this Indenture or the execution of any such amended 2006 Notes or supplemental Indenture2009 Notes, and upon as the filing with the Trustee of evidence reasonably satisfactory to the Trustee of case may be. Without the consent of each Holder affected, however, an amendment or waiver may not (with respect to any Security held by a non-consenting Holder): (i) change the Holders as aforesaid, and upon receipt by the Trustee Stated Maturity of the documents described principal of, or any installment of interest on, any Security; (ii) reduce the principal amount of, or premium, if any, or interest on, any Security; (iii) reduce any amount payable on redemption of the Securities or upon the occurrence on an Event of Default; (iv) change the place or currency of payment of principal of, premium, if any, or interest on, any Security; (v) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in Section 7.2the case of a redemption, on or after the Trustee shall join redemption date) of any Security; (vi) reduce the above-stated percentage of outstanding Securities the consent of whose Holders is necessary to modify or amend the Indenture; (vii) waive a default in the payment of principal of, premium, if any, or interest on the Securities; (viii) 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 the Indenture or for waiver of certain defaults; or (ix) modify or change any provision of the Indenture with respect to modification and waiver. Neither the Company and nor any of its Subsidiaries will, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise to any Holder of any notes for or as an inducement to any consent, waiver or amendment of any of the Subsidiary Guarantors terms or provisions of the Indenture or the Securities unless such consideration is offered to be paid or agreed to be paid to all Holders of the Securities that consent, waive or agree to amend in the execution of time frame set forth in the solicitation documents relating to such amended consent, waiver or supplemental Indenture unless such amended or supplemental Indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indentureagreement.

With Consent of Holders. Except as provided in Section 9.1 9.01 and Section 9.3the next succeeding paragraphs, this Indenture and or the Notes Securities may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of Notes the Securities then outstanding affected by the supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for Notessuch Securities), and, subject to Sections 6.8 and 6.12, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes Securities may be waived with the consent of the Holders of a majority in principal amount of Notes the then outstanding affected by such supplemental indenture implementing such amendment or supplement Securities (including consents obtained in connection with a tender offer or exchange offer for Notessuch Securities). Upon the request of the Company accompanied by a resolution of its 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 Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.06 hereof, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Holders under this Section 9.2 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company shall deliver mail to the Holders affected thereby a notice briefly describing the supplemental indenture amendment, supplement or waiver. Any failure by of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. Upon Subject to Sections 6.04 and 6.07 hereof, the request Holders of a majority in aggregate principal amount of the Company accompanied by Securities then outstanding may waive compliance in a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt particular instance by the Trustee Company with any provision of the documents described in Section 7.2, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of such amended or supplemental Indenture unless such amended or supplemental Indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture.-43-

With Consent of Holders. (a) Except as provided below in this Section 9.1 and Section 9.39.02, this Indenture the Issuer, the Guarantors, the Trustee and the Notes Collateral Agent may be amended amend or supplemented supplement this Indenture, the Notes, the Guarantees, the Collateral Documents and any Intercreditor Agreement with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding affected by the supplemental indenture implementing such amendment or supplement voting as a single class (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for for, Notes), and, subject to Sections 6.8 and 6.12, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or Indenture, the Notes Notes, the Guarantees, the Collateral Documents and the Intercreditor Agreements may be waived with the consent of the Holders of a majority in aggregate principal amount of Notes the then outstanding affected by such supplemental indenture implementing such amendment or supplement Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a the purchase of, or tender offer or exchange offer for for, Notes). Section 2.12 and Section 2.13 shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. (b) Upon the request of the Issuer and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 14.03, the Trustee shall join with the Issuer and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may, relying on the opinion of counsel, but shall not be obligated to, enter into such amended or supplemental indenture. (c) It shall not be necessary for the consent of the Holders under this Section 9.2 9.02 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. . (d) After a supplemental indenture an amendment, supplement or waiver under this Section 9.2 9.02 becomes effective, the Company Issuer shall deliver mail to the Holders of Notes affected thereby a notice briefly describing the supplemental indenture amendment, supplement or waiver. Any failure by of the Company Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Upon . (e) Without the request consent of each affected Holder, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (1) reduce the principal amount of Notes whose Holders must consent to an amendment; (2) reduce the rate of or extend the stated time for payment of interest, if any, on any Note; (3) reduce the principal of or extend the Stated Maturity of any Note; (4) waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, on the Notes issued under this Indenture (except a rescission of acceleration of the Company accompanied Notes issued under this Indenture by the Holders of at least a resolution majority in aggregate principal amount of the Notes issued under this Indenture with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (5) reduce the premium payable upon the redemption or repurchase of any Note or change the time at which any Note may be redeemed or repurchased pursuant to Section 3.06, 4.10 or 4.14, whether through an amendment or waiver of provisions in the covenants or otherwise; provided that amendments to the definition of “Change of Control” or “Asset Disposition” shall not require the consent of each Holder affected; (6) make any Note payable in a currency other than that stated in the Note; (7) impair the right of any Holder to receive payment of principal, premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (8) make any change in the amendment provisions that require each Holder’s consent or in the waiver provisions; (9) modify the Guarantee of PNCC or modify the Guarantees of any Significant Subsidiary or group of Subsidiary Guarantors that, taken together (as of the latest audited consolidated financial statements for the Issuer and its Restricted Subsidiaries), would constitute a Significant Subsidiary in any manner, taken as a whole, materially adverse to the Holders; (10) release the Guarantee of PNCC or 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 Issuer and its Restricted Subsidiaries), would constitute a Significant Subsidiary from any of its Board of Directors authorizing the execution of any such amended obligations under its Guarantee or supplemental this Indenture, and upon the filing except in compliance with the Trustee terms thereof; or (11) make any change to or modify the ranking of evidence reasonably satisfactory to the Trustee of Notes or the Guarantees thereof that would adversely affect the Holders thereof. In addition, without the consent of the Holders of at least 66 2/3% in principal amount of Notes then outstanding, no amendment, supplement or waiver may: (1) modify any Collateral Document or the provisions in this Indenture dealing with Collateral Documents or application of trust moneys in any manner, taken as aforesaida whole, and upon receipt by materially adverse to the Trustee Holders or otherwise release any Collateral from the Liens of the documents described Collateral Documents other than in Section 7.2accordance with this Indenture, the Trustee shall join Collateral Documents and the Intercreditor Agreements; or (2) modify any Intercreditor Agreement in any manner adverse to the Holders in any material respect other than in accordance with the Company terms of this Indenture, the Collateral Documents and the Subsidiary Guarantors Intercreditor Agreements. (f) A consent to any amendment, supplement or waiver of this Indenture, any Guarantee and the Notes by any Holder given in the execution connection with a tender of such amended or supplemental Indenture unless such amended or supplemental Indenture affects the TrusteeHolder’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but Notes shall not be obligated to, enter into rendered invalid by such amended or supplemental Indenturetender.

With Consent of Holders. Except as provided in Section 9.1 The Company, the Guarantors and Section 9.3, the Trustee may amend or supplement this Indenture and or the Notes may be or any amended or supplemented supplemental Indenture with the written consent of the Holders of at least Notes of not less than a majority in aggregate principal amount of the Notes then outstanding affected by the supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for the Notes). Upon the request of the Company and the Guarantors accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture, andand upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, subject to Sections 6.8 and 6.12upon receipt by the Trustee of the documents described in Section 9.06, any existing Default or Event of Default (other than a Default or Event of Default the Trustee shall join with the Company and the Guarantors in the payment execution of such amended or supplemental Indenture unless such amended or supplemental Indenture affects the principal ofTrustee's own rights, premium, if any, duties or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of immunities under this Indenture or otherwise, in which case the Notes Trustee may in its sole discretion, but shall not be waived with the consent of Holders of a majority in principal amount of Notes then outstanding affected by obligated to, enter into such amended or supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for Notes)Indenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.2 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company shall deliver mail to the Holders of Notes affected thereby a notice briefly describing the supplemental indenture amendment, supplement or waiver. Any failure by of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.2, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of such amended or supplemental Indenture unless such amended or supplemental Indenture affects waiver. Subject to Sections 6.04 and 6.07, the Trustee’s own rights, duties or immunities under Holders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or otherwisethe Notes. However, without the consent of each Holder of the Notes affected thereby, an amendment or waiver may not, directly or indirectly: (i) reduce the amount of Notes whose Holders must consent to an amendment; (ii) reduce the rate of or change or have the effect of changing the time for payment of premium, if any, and interest, including defaulted interest, on any Notes; (iii) reduce the principal of or change or have the effect of changing the fixed maturity of any Notes, or change the date on which any Notes may be subject to redemption or repurchase, or reduce the redemption or repurchase price therefor; (iv) make any Notes payable in money other than that stated in the Notes; (v) make any change in provisions of this Indenture protecting the right of each Holder to receive payment of premium, if any, principal of and interest on such Note on or after the due date thereof or to bring suit to enforce such payment, or permitting Holders of a majority in principal amount of the Notes to waive Defaults or Events of Default; (vi) after the Company's obligation to purchase Notes arises thereunder, amend, change or modify in any material respect the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control or make and consummate a Net Proceeds Offer with respect to any Asset Sale that has been consummated or modify any of the provisions or definitions with respect thereto; (vii) modify or change any provision of this Indenture or the related definitions affecting the ranking of the Notes or any Guarantee in a manner which case adversely affects the Trustee may Holders; or (viii) release any Guarantor from any of its obligations under its Guarantee or this Indenture otherwise than in its discretion, but shall not be obligated to, enter into such amended or supplemental accordance with the terms of this Indenture.

With Consent of Holders. Except as provided in Section 9.1 and Section 9.3Subject to SECTION 6.07, this Indenture the Issuer and the Notes Trustee may be amend or supplement this Indenture, the Notes, or any amended or supplemented supplemental Indenture with the written consent of the Required Holders of at least a majority in principal amount of Notes then outstanding affected by the supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for the Notes), and, subject to Sections 6.8 and 6.12SECTION 6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) and its consequences or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of a majority not less than 25% in principal amount of the Notes then outstanding affected by such supplemental indenture implementing such amendment or supplement on the date of determination (including consents obtained in connection with a tender offer or exchange offer for the Notes). It shall not be necessary for The Issuer and the Trustee may, with the consent of Holders of 66 2/3% in principal amount of each of the Notes and the Class B Notes, respectively, outstanding on the date of determination, directly or indirectly release Liens on all or substantially all of the Collateral except in connection with a Triggering Event. The Issuer and the Trustee may, with the consent of Holders under this Section 9.2 of the principal amount of Notes whose Holders must consent to approve the particular form of any proposed amendment an amendment, supplement or waiver, but it shall be sufficient if reduce such consent approves the substance thereof. After a supplemental indenture or waiver under this Section 9.2 becomes effectiveprincipal amount with respect to such amendment, the Company shall deliver to the Holders affected thereby a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture supplement or waiver. Upon the request of the Company Issuer accompanied by a resolution of its the Board of Directors Members of the Issuer authorizing the execution of any such amended or supplemental Indenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Required Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.2SECTION 9.06, the Trustee shall join with the Company and the Subsidiary Guarantors Issuer in the execution of such amended or supplemental Indenture unless Indenture, but the Trustee shall not be obligated to enter into any such amended or supplemental Indenture that affects the Trustee’s 's own rights, duties or immunities under this Indenture Indenture, the Collateral Documents or otherwise. After an amendment, supplement or waiver under this Section becomes effective, the Issuer shall mail to the Holders affected thereby a notice of the effectiveness of any amendment under this SECTION 9.02 briefly describing the amendment, supplement or waiver. Notwithstanding the provisions of this SECTION 9.02, without the consent of each Holder affected, an amendment or waiver may not (with respect to any Notes held by a nonconsenting Holder): (a) reduce the principal of or change the fixed maturity of any Note or reduce the redemption price of the Notes; (b) reduce the rate of or change the time for payment of interest on any Note; (c) waive a Default or Event of Default in which case the Trustee may payment of principal of or interest on the Notes (except a rescission of acceleration of the Notes by the Required Holders and a waiver of the payment default that resulted from such acceleration); (d) make any Note payable in its discretionmoney other than that stated in the Notes; (e) make any change in SECTIONS 6.04, but 6.07 OR 9.02 (this sentence only); or (f) waive a redemption payment with respect to any Note. It shall not be obligated tonecessary for the consent of the Holders under this SECTION 9.02 to approve the particular form of any proposed amendment, enter into supplement, or waiver, but it shall be sufficient if such amended or supplemental Indentureconsent approves the substance thereof.

With Consent of Holders. Except as otherwise provided in Section 9.1 herein, the Company and Section 9.3, the Trustee may amend or supplement this Indenture and or the Notes may be amended or supplemented with the written consent of the Holders of at least a majority in principal amount of Notes the then outstanding affected by the supplemental indenture implementing such amendment or supplement Notes (including consents obtained in connection with a tender offer or exchange offer for Notes), and, subject to Sections 6.8 and 6.12, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes may be waived with the consent of Holders of a majority in principal amount of Notes then outstanding affected by such supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for Notes). It shall not be necessary for Upon the consent request of the Holders under this Section 9.2 to approve Company, accompanied by a resolution of the particular form Board of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or waiver under this Section 9.2 becomes effective, Directors of the Company shall deliver to authorizing the Holders affected thereby a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity execution of any such supplemental indenture or waiver. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureamendment, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.29.6 hereof, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of such amended supplemental indenture or supplemental Indenture amendment unless such amended supplemental indenture or supplemental Indenture amendment affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended supplemental indenture. It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed supplemental indenture or amendment, but it shall be sufficient if such consent approves the substance thereof. After a supplemental Indentureindenture or amendment under this Section becomes effective, the Company shall mail to the Holders of each Note affected thereby a notice briefly describing the amendment or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture, amendment or waiver. Subject to Sections 6.8, 6.12, 7.2 and 7.7 hereof, the Holders of a majority in principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder of Notes affected, an amendment or waiver under this Section may not (with respect to any Notes held by a non-consenting Holder of Notes): (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity of any Note or alter the optional or mandatory redemption provisions (other than provisions relating to the covenants described in Section 4.20 or 4.21) or reduce the prices at which the Company shall offer to purchase such Notes pursuant to Sections 4.20 or 4.21 hereof; (c) reduce the rate of or change the time for payment of interest or Liquidated Damages, if any, including default interest, on any Note; (d) waive a Default or Event of Default in the payment of principal of or interest or Liquidated Damages, if any, on, or redemption payment with respect to, any Note (other than a Default in the payment of an amount due as a result of an acceleration if the Holders of Notes rescind such acceleration pursuant to Section 6.2); (e) make any Note payable in money other than that stated in the Note; (f) make any change in the provisions of this Indenture relating to waiver of past defaults or to the rights of Holders to receive payments of principal, premiums, interest or Liquidated Damages, if any, on the Notes or in this sentence of this Section 9.2; (g) waive a redemption payment with respect to any Note; (h) make any change to the subordination provisions of Article XII of this Indenture that adversely affects Holders of Notes; or (i) make any change in the foregoing amendment and waiver provisions.

With Consent of Holders. Except Subject to Sections 6.4 and 6.7 hereof, the Company and the Trustee, as provided in Section 9.1 and Section 9.3applicable, may amend, or waive any provision of, this Indenture and or the Notes may be amended or supplemented the Security Documents, with the written consent of the Holders of at least a majority in of the principal amount of Notes the then outstanding affected by the supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for Notes), and, subject to Sections 6.8 and 6.12, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes may be waived with the consent of Holders of a majority in principal amount of Notes then outstanding affected by such supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for Notes). Upon the request of the Company, accompanied by a resolution of the Board of Directors of the Company authorizing the execution of any such sup- plemental indenture or amendment, and upon filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.6 hereof, the Trustee shall join with the Company in the execution of such supplemental indenture or amendment unless such supplemental indenture or amendment affects the Trustee's own rights, duties or immunities under this Indenture or other- wise, 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 9.2 to approve the particular form of any proposed amendment supplemental indenture or waiveramendment, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or waiver amendment under this Section 9.2 becomes effective, the Company shall deliver mail to the Holders of each Note affected thereby there- by a notice briefly describing the supplemental indenture amendment or waiver. Any failure by of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture indenture, amendment or waiver. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of Notwithstanding any such amended or supplemental Indentureother provision hereof, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of without the consent of each Holder affected, an amendment or waiver under this Section may not (with respect to any Notes held by a non-consenting Holder): (1) reduce the principal amount of Notes whose Holders as aforesaidmust consent to an amendment, and upon receipt by supplement or waiver; (2) reduce the Trustee principal of, or the premium on, or change the fixed maturity of the documents described in Section 7.2, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution any Note or alter Article 3 hereof or numbered paragraphs 5 or 6 of such amended or supplemental Indenture unless such amended or supplemental Indenture affects the Trustee’s own rights, duties or immunities under Exhibit A to this Indenture or otherwisethe price at which the Company shall offer to purchase such Notes pursuant to Sections 4.10 or 4.14 here- of; (3) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4) waive a Default or Event of Default in which case the Trustee may in its discretionpayment of prin- cipal of or premium, but shall not be obligated if any, or interest on, or redemption payment with respect to, enter into any Note (other than a Default in the payment of an amount due as a result of an acceleration if the Holder rescinds such amended acceleration pursuant to Section 6.2); (5) make any Note payable in money other than that stated in the Notes; (6) make any change in Section 6.4 or supplemental Indenture6.7 hereof or in this Section 9.2; (7) waive a redemption payment with respect to any Note; (8) make any change in provisions of any of the Guarantees that adversely affects the rights of any holder of Notes; (9) make any change adversely affecting the contractual ranking of the Obligations; or (10) make any change in the foregoing amendment and waiver provisions.

With Consent of Holders. Except as provided below in this Section 9.1 9.2, the Issuer, the Guarantors, the Collateral Agent and Section 9.3the Trustee may amend or supplement this Indenture, this Indenture any Security Document, any related Guarantee and the Notes may be amended or supplemented issued hereunder with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding affected by the supplemental indenture implementing such amendment or supplement (including and issued under this Indenture, including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for for, Notes), and, subject to Sections 6.8 6.4 and 6.126.7 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, and Additional Interest, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or Indenture, the Notes Notes, the Guarantees and the Security Documents issued hereunder may be waived with the consent of the Holders of a majority in aggregate principal amount of Notes the then outstanding affected by such supplemental indenture implementing such amendment or supplement Notes issued under this Indenture (including consents obtained in connection with a purchase of or tender offer or exchange offer for Notes). It Section 2.11 hereof and Section 13.6 hereof shall not determine which Notes are considered to be necessary “outstanding” for the consent purposes of the Holders under this Section 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or waiver under this Section 9.2 becomes effective, the Company shall deliver to the Holders affected thereby a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver9.2. Upon the request of the Company Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureindenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.213.4 hereof, the Trustee shall will join with the Company Issuer and the Subsidiary Guarantors in the execution of such amended or supplemental Indenture indenture unless such amended or supplemental Indenture indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall will not be obligated to, enter into such amended or supplemental Indenture. Without the consent of each Holder of Notes affected, an amendment, supplement or waiver may not, with respect to any Notes issued thereunder and held by a nonconsenting Holder: (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of or change the fixed maturity of any such Note or alter or waive the provisions with respect to the redemption of the Notes (other than provisions relating to Sections 3.5 and 3.10); (3) reduce the rate of interest (but not Additional Interest) or change the time for payment of interest on any Note; (4) waive a Default or Event of Default in the payment of principal of or premium, if any, interest or Additional Interest, if any, on the Notes issued under this Indenture, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders; (5) make any Note payable in money other than that stated therein; (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, interest or Additional Interest, if any, on the Notes; (7) make any change in Section 9.1 or this Section 9.2; (8) impair the right of any Holder to receive payment of principal of, or premium, if any, interest or Additional Interest, if any, on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (9) make any change to or modify the ranking of the Notes that would adversely affect the Holders thereof; or (10) except as expressly permitted by this Indenture, modify the Guarantee of any Significant Subsidiary or any group of Guarantors that, taken together as of the date of the most recent audited financial statements of the Issuer, would constitute a Significant Subsidiary in any manner adverse to the Holders of the Notes. In addition, without the consent of the Holders of at least 75% in principal amount of the Notes then outstanding, no amendment, supplement or waiver may release all or substantially all of the Collateral other than in accordance with this Indenture and the Security Documents. It shall not be necessary for the consent of the Holders under this Indenture or any Security Document to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. A consent to any amendment, supplement or waiver under this Indenture by any Holder of the Notes given in connection with a tender or exchange of such Holder’s Notes will not be rendered invalid by such tender or exchange. After an amendment or supplement under this Section 9.2 becomes effective, the Issuer shall mail to Holders a notice briefly describing such amendment or supplement. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment or supplement.

With Consent of Holders. Except as provided in this Section 9.1 and Section 9.39.02, this Indenture Trust Deed, the Notes and the Notes Trustee Appointment Agreement may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding affected by the supplemental indenture implementing such amendment or supplement (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for for, such Notes), and, subject to Sections 6.8 and 6.12, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture Trust Deed, the Notes or the Notes Trustee Appointment Agreement may be waived with the consent of the Holders of a majority in aggregate principal amount of Notes the then outstanding affected by such supplemental indenture implementing such amendment or supplement Notes (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for for, such Notes). It shall not be necessary for the consent of the Holders under this Section 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or waiver under this Section 9.2 becomes effective, the Company shall deliver to the Holders affected thereby a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. Upon the request of the Company Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenturetrust deed, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.27.02, the Trustee shall will join with the Company and the Subsidiary Guarantors Issuer in the execution of such amended or supplemental Indenture trust deed unless such amended or supplemental Indenture trust deed directly affects the Trustee’s own rights, duties or immunities under this Indenture Trust Deed or otherwise, in which case the Trustee may in its discretion, but shall will not be obligated to, enter into such amended or supplemental Indenturetrust deed. It is not necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer will mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amendment, supplement or waiver. Subject to Sections 6.04 and 6.07, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Issuer with any provision of this Trust Deed or the Notes. Without the consent of Holders holding at least 90.0% in principal amount of the Notes outstanding (including Additional Notes), an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes (including Additional Notes) held by a non-consenting Holder): (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity of the Notes; (c) change the redemption date(s) or the redemption price of the Notes from that stated under Section 3.09 or Section 3.12; (d) reduce the rate of, or change the currency or change the time for payment of, interest, including default interest, on any Notes; (e) waive a Default or an Event of Default in the payment of principal of, or interest or premium, if any, on, the Notes (except a rescission of acceleration of the Notes by the Holders of a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (f) reduce the amount payable upon an Excess Proceeds Repurchase Offer or change the time or manner an Excess Proceeds Repurchase Offer may be made or by which the Notes must be redeemed pursuant to an Excess Proceeds Repurchase Offer, in each case after the obligation to make such Excess Proceeds Repurchase Offer has arisen; (g) make any change in the provisions of this Trust Deed relating to waivers of past Defaults or the rights of Holders to receive payments of principal of, or interest or premium, if any, on, the Notes; (h) waive a redemption payment with respect to any Note; or (i) make any change in the preceding amendment and waiver provisions.

With Consent of Holders. Except Subject to Sections 6.4 and 6.7 hereof, the Company, the Guarantors and the Trustee, as provided in Section 9.1 and Section 9.3applicable, may amend, or waive any provision of, this Indenture and or the Notes may be amended or supplemented Notes, with the written consent of the Holders of at least a majority in of the principal amount of Notes the then outstanding affected by the supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for Notes), and, subject to Sections 6.8 and 6.12, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes may be waived with the consent of Holders of a majority in principal amount of Notes then outstanding affected by such supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for Notes). It shall not be necessary for Upon the consent request of the Holders under this Section 9.2 to approve Company, accompanied by a resolution of the particular form Board of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or waiver under this Section 9.2 becomes effective, Directors of the Company shall deliver to authorizing the Holders affected thereby a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity execution of any such supplemental indenture or waiver. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureamendment, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.29.6 hereof, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of such amended supplemental indenture or supplemental Indenture amendment unless such amended supplemental indenture or supplemental Indenture amendment affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended supplemental indenture. It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed supplemental indenture or amendment, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or amendment under this Section becomes effective, the Company shall mail to the Holders of each Note affected thereby a notice briefly describing the amendment or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture, amendment or waiver. Notwithstanding any other provision hereof, without the consent of each Holder affected, an amendment or waiver under this Section may not (with respect to any Notes held by a non-consenting Holder): (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (3) reduce the principal of, or the premium on, or change the fixed maturity of any Note or alter Article 3 hereof or numbered paragraphs 5 or 6 of Exhibit A to this Indenture or the price at which the Company shall offer to purchase such Notes pursuant to Sections 4.10 or 4.14 hereof; (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on, or redemption payment with respect to, any Note (other than a Default in the payment of an amount due as a result of an acceleration if the Holders rescind such acceleration pursuant to Section 6.2); (5) make any Note payable in money other than that stated in the Notes; (6) make any change in Section 6.4 or 6.7 hereof or in this Section 9.2; or (7) make any change adversely affecting the contractual ranking of the Obligations. A meeting of Holders may be called at any time and from time to time by the Company or the Trustee for the purpose of taking or consenting to any action authorized or contemplated to be taken hereunder by the Holders, notice of such meeting to be provided in the manner set forth herein. Notwithstanding any other provision of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any action by or any meeting of Holders.

With Consent of Holders. Except as provided in Section 9.1 and 9.01 or below in this Section 9.39.02, the Issuer, the Guarantor, the Trustee may amend or supplement this Indenture and or any of the Notes may be amended or supplemented with the consent of Holders of at least a majority in principal amount of Notes then outstanding affected by the supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for Notes), and, subject to Sections 6.8 and 6.12, any existing Default the Notes or Event a solicitation of Default (other than a Default or Event of Default consents in the payment respect of the principal of, premium, if any, or interest on Notes) of the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes may be waived with the consent of Holders of a majority in aggregate principal amount of the Notes then outstanding affected by such supplemental indenture implementing such amendment or supplement (including consents obtained in connection thereby. Upon the request of the Issuer and the Guarantor and upon the filing with a tender offer or exchange offer for Notes). It shall not be necessary for the Trustee of evidence of the consent of the Holders under this as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.2 to approve 9.06, the particular form Trustee shall join with the Issuer and the Guarantor in the execution of any proposed amendment supplemental indenture entered into to effect any such amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture an amendment, supplement or waiver under this Section 9.2 9.02 becomes effective, the Company Issuer shall deliver send to the Holders of each Note affected thereby a notice briefly describing the supplemental indenture amendment, supplement or waiver. Any failure by of the Company Issuer to mail send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture amendment, supplement or waiver. Upon the request The Holders of a majority in aggregate principal amount of the Company accompanied Notes then outstanding may waive compliance in a particular instance by the Issuer or the Guarantor with any provision of this Indenture or the Notes (including waivers obtained in connection with a resolution tender offer or exchange offer for such Notes or a solicitation of its Board consents in respect of Directors authorizing such Notes, provided that in each case such offer or solicitation is made to all Holders of the execution Notes then outstanding on equal terms), except a default in the payment of the principal of, premium, if any, Additional Amounts, if any, or interest on any such Notes or in respect of a provision which under this Indenture cannot be amended or supplemental Indenture, and upon without the filing with consent of the Trustee holder of evidence reasonably satisfactory to the Trustee of each outstanding Note affected. It shall not be necessary for the consent of the Holders as aforesaidunder this Section 9.02 to approve the particular form of any proposed amendment, and upon receipt by supplement or waiver, but it shall be sufficient if such consent approves the Trustee substance thereof. Without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not: (a) extend the final maturity of the documents described principal of any of the Notes; (b) reduce the principal amount of any of the Notes; (c) reduce the rate or extend the time of payment of interest (including Additional Interest), or Additional Amounts, if any, on any of the Notes; (d) reduce any amount payable on redemption of any of the Notes or upon required repurchase upon a Fundamental Change or change the terms on which the Notes may be redeemed in Section 7.2a manner adverse to the Holders; (e) change the currency in which the principal of or premium, if any, Additional Amounts, if any, or interest (including Additional Interest) on any of the Trustee shall join with Notes is payable; (f) change the Company Issuer’s obligation to repurchase any Notes upon a Fundamental Change in a manner adverse to the Holders; (g) affect the right of a Holder to exchange any Notes into cash, Common Shares or a combination of cash and Common Shares, as the Subsidiary Guarantors case may be, or reduce the number of Common Shares or amount of property, including cash, receivable upon exchange pursuant to the terms of this Indenture; (h) impair the right to institute suit for the enforcement of any payment of principal of or premium, if any, Additional Amounts, if any, or interest on any Note (including Additional Interest) when due; (i) make any change in the execution percentage of such amended principal amount of the Notes necessary to waive compliance with or supplemental Indenture unless such amended to modify certain provisions of this Indenture; or (j) waive a continuing Default or supplemental Indenture affects Event of Default in the Trustee’s own rightspayment of principal of or premium, duties if any, Additional Amounts, if any, or immunities under this Indenture or otherwiseinterest, in which case including Additional Interest, on the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental IndentureNotes.

With Consent of Holders. (a) Except as provided below in Section 9.1 and Section 9.310.02(b), this the Company, the Guarantors, the Trustee and, if applicable, the Collateral Agent may amend or supplement the Indenture and the Notes may be amended or supplemented and the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of Notes the then outstanding affected by the supplemental indenture implementing such amendment or supplement Notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer for for, the Notes), and, subject to Sections 6.8 7.04 and 6.127.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this the Indenture or the Notes and the Security Documents may be waived with the consent of the Holders of a majority in aggregate principal amount of Notes the then outstanding affected by such supplemental indenture implementing such amendment or supplement Notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer for for, the Notes). It shall not be necessary for the ) in each case in addition to any required consent of the Holders under this Section 9.2 holders of other Parity Lien Obligations required with respect to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or waiver under any Security Document. Sections 3.08 and 3.09 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.2 becomes effective, the Company shall deliver to the Holders affected thereby a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver10.02. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental IndentureCompany, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.210.06 hereof, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of such amended or supplemental Indenture indenture unless such amended or supplemental Indenture indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. It shall not be necessary for the consent of the Holders under this Section 10.02 to approve the particular form of any proposed amendment, supplement or waiver. It is sufficient if such consent approves the substance of the proposed amendment, supplement or waiver. A consent to any amendment or waiver under the Indenture by any Holder given in connection with a purchase, tender or exchange of such Holder’s Notes will not be rendered invalid by such purchase, tender or exchange. After an amendment, supplement or waiver under this Section 10.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver. (b) Notwithstanding Section 10.02(a), without the consent of each Holder affected, an amendment, supplement or waiver under this Section 10.02 may not (with respect to any Notes held by a non-consenting Holder): (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of or change the fixed maturity of any Note or alter the provisions with respect to the redemption or repurchase of the Notes (other than the provisions of Section 5.10 or 5.15); (3) reduce the rate of or change the time for payment of interest on any Note; (4) waive a Default or Event of Default in the payment of principal of, or premium or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); (5) make any Note payable in money other than that stated in the Notes; (6) make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of, or premium or interest on the Notes (except as permitted in clause (7) hereof); (7) waive a redemption or repurchase payment with respect to any Note (other than a payment required by Section 5.10 or 5.15); (8) make any change in the ranking of the Notes or the Subsidiary Guarantees relative to other Indebtedness of the Company or the Guarantors, respectively, in either case in a manner adverse to the Holders; (9) modify the Subsidiary Guarantees in any manner materially adverse to the Holders or release any Guarantor from any of its obligations under its Subsidiary Guarantee or the Indenture, except in accordance with the terms of the Indenture; or (10) make any change in the preceding amendment, supplement and waiver provisions. In addition, the consent of Holders representing at least two-thirds in principal amount of the outstanding Notes will be required to release the Liens for the benefit of the Holders of the Notes on all or substantially all of the Collateral, other than in accordance with the Note Documents.

With Consent of Holders. Except as provided in Section 9.1 and Section 9.3, this Indenture The Company and the Notes Trustee may be amended or supplemented with the consent of Holders of at least a majority in principal amount of Notes then outstanding affected by the supplemental indenture implementing such amendment amend or supplement (including consents obtained in connection with a tender offer or exchange offer for Notes), and, subject to Sections 6.8 and 6.12, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes may be waived or any amended or supplemental Indenture with the written consent of the Holders of Notes of not less than a majority in aggregate principal amount of the Notes then outstanding. Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of a majority Notes as aforesaid, and upon receipt by the Trustee of the documents described in principal amount Section 9.06, the Trustee shall join with the Company in the execution of Notes then outstanding affected by such amended or supplemental indenture implementing Indenture unless such amendment amended or supplement (including consents obtained supplemental Indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in connection with a tender offer which case the Trustee may in its sole discretion, but shall not be obligated to, enter into such amended or exchange offer for Notes)supplemental Indenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.2 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company shall deliver mail to the Holders of Notes affected thereby a notice briefly describing the supplemental indenture amendment, supplement or waiver. Any failure by of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.2, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of such amended or supplemental Indenture unless such amended or supplemental Indenture affects waiver. Subject to Sections 6.04 and 6.07, the Trustee’s own rights, duties or immunities under Holders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or otherwisethe Notes. However, without the consent of each Holder of the Notes affected thereby, an amendment or waiver may not, directly or indirectly: (i) reduce the amount of Notes whose Holders must consent to an amendment; (ii) reduce the rate of or change or have the effect of changing the time for payment of and interest, including Default Interest, on any Notes; (iii) reduce the principal of or change or have the effect of changing the fixed maturity of any Notes, or change the date on which any Notes may be subject to redemption or repurchase, or reduce the redemption or repurchase price therefor; (iv) make any Notes payable in which case money other than that stated in the Trustee may Notes; (v) make any change in its discretionprovisions of this Indenture protecting the right of each Holder to receive payment of principal of and interest on such Note on or after the due date thereof or to bring suit to enforce such payment, but shall not be obligated toor permitting Holders of a majority in principal amount of the Notes to waive Defaults or Events of Default; (vi) modify or amend Section 3.03; or (vii) permit the creation of any Lien ranking prior to or on parity with the lien of this Indenture with respect to any part of the Security or, enter into except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any such amended property at any time subject hereto or supplemental deprive any Holder of the Secured Notes of the security provided by the lien of this Indenture.

With Consent of Holders. Except as provided in Section 9.1 and Section 9.3the next succeeding paragraphs, this Indenture and or the Notes Securities may be amended or supplemented with the consent of the Holders of at least a majority in principal amount aggregate Principal Amount of Notes the Securities then outstanding affected by the such supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for Notes)indenture, and, subject to Sections 6.8 and 6.12, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes Securities of any series may be waived with the consent of the Holders of a majority in principal amount aggregate Principal Amount of Notes the then outstanding Securities affected by such supplemental indenture implementing such amendment default or supplement (including consents obtained in connection with a tender offer or exchange offer for Notes). It shall not be necessary for the consent of the Holders under this Section 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or waiver under this Section 9.2 becomes effective, the Company shall deliver to the Holders affected thereby a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waivercompliance. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureindenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.28.04 hereof, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of such amended or supplemental Indenture indenture unless such amended or supplemental Indenture indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended supplemental indenture. It shall not be necessary for the consent of the Holders under this Section 8.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental Indentureindenture or waiver. Subject to Sections 5.04 and 5.07 hereof, the Holders of a majority in aggregate Principal Amount of the Securities then outstanding affected may waive compliance in a particular instance by the Company with any provision of this Indenture or such Securities. Without the consent of each Holder affected hereby, however, an amendment or waiver may not: (a) reduce the Principal Amount of Securities of any series whose Holders must consent to an amendment, supplement or waiver; (b) change the stated maturity of the principal of, or any installment of principal of or interest on, or time for payment of interest on, any Security, or reduce the Principal Amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change any Payment Office where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the stated maturity thereof (or, in the case of redemption, on or after the redemption date); (c) modify any of the provisions of this Section 8.02, Section 5.04 or Section 4.06, except to increase the percentage in Principal Amount of Holders required under any such Section or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Security affected thereby, provided, however, that this clause (c) will not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 8.02, Section 5.04 and Section 4.06, or the deletion of this proviso, in accordance with the requirements of Section 6.11; or (d) make any change in this sentence of this Section 8.02.

With Consent of Holders. (a) Except as provided in Section 9.1 9.01 and this Section 9.39.02, this Indenture the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes may be amended or supplemented the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of Notes the then outstanding affected by the supplemental indenture implementing such amendment or supplement Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer or exchange offer for for, or purchase of, the Notes), ) and, subject to Sections 6.8 Section 6.04 and 6.12Section 6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture Indenture, the Notes or the Notes Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of Notes the then outstanding affected by such supplemental indenture implementing such amendment or supplement Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for for, the Notes). It Section 2.08 and Section 2.09 shall not determine which Notes are considered to be necessary “outstanding” for the consent purposes of the Holders under this Section 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or waiver under this Section 9.2 becomes effective, the Company shall deliver to the Holders affected thereby a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. 9.02. (b) Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental IndentureCompany, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.27.02 and Section 12.04, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of such amended or supplemental Indenture indenture unless such amended or supplemental Indenture indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. (c) It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver. It shall be sufficient if such consent approves the substance of such proposed amendment, supplement or waiver. (d) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will give to the Holders a notice briefly describing such amendment, supplement or waiver. However, the failure of the Company to give such notice to all the Holders, or any defect in the notice, will not impair or affect the validity of any such amendment, supplement or waiver. (e) Without the consent of each Holder of Notes affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting holder): (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption or repurchase of the Notes (except provisions relating to minimum required notice of optional redemption or those provisions relating to the covenants described in Section 3.09, Section 4.15 and Section 4.16); (3) reduce the rate of or change the time for payment of interest on any Note; (4) waive a Default or Event of Default in the payment of principal of, premium, if any, on, or interest on, the Notes (except a rescission of acceleration of the Notes by the holders of a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (5) make any Note payable in money other than that stated in the Note; (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or amend the contractual rights of holders of Notes expressly set forth in this Indenture to receive payments of principal of, premium, if any, on, or interest on, the Notes (other than as permitted by Section 9.02(e)(7)); (7) waive a redemption or repurchase payment with respect to any Note (other than a payment required by Section 4.15 and Section 4.16); (8) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture; or (9) make any change in this Article 9. For the avoidance of doubt, no amendment to, or deletion of any of the covenants contained in Article 4 or action taken in compliance with the covenants contained in Article 4 in effect at the time of such action, shall be deemed to impair or affect any rights of any holder of Notes to receive payment of principal of, or premium, if any, or interest, if any, on, the Notes or to institute suit for the enforcement of payment on or with respect to such holder’s Notes. (f) A consent to any amendment, supplement or waiver of this Indenture, the Notes or the Note Guarantee by any Holder given in connection with a tender of such Holder’s Notes will not be rendered invalid by such tender.

With Consent of Holders. Except as provided in Section 9.1 and Section 9.3the next succeeding paragraphs, this Indenture and or the Notes Securities may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of Notes the Securities then outstanding affected by the supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for Notessuch Securities), and, subject to Sections 6.8 and 6.12, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes Securities may be waived with the consent of the Holders of a majority in principal amount of Notes the then outstanding affected by such supplemental indenture implementing such amendment or supplement Securities (including consents obtained in connection with a tender offer or exchange offer for Notessuch Securities). Upon the request of the Company accompanied by a resolution of its 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 Holders 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 or otherwise, 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 9.2 8.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company shall deliver mail to the Holders affected thereby a notice briefly describing the supplemental indenture amendment, supplement or waiver. Any failure by of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. Upon Subject to Sections 5.04 and 5.07 hereof, the request Holders of a majority in aggregate principal amount of the Securities then outstanding may waive compliance in a particular instance by the Company accompanied by a resolution with any provision of its Board of Directors authorizing this Indenture or the execution of any such amended or supplemental Indenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of Securities. Without the consent of each Holder affected, however, an amendment or waiver may not (with respect to any Security held by a non-consenting Holder): (i) reduce the principal amount of Securities whose Holders must consent to an amendment, supplement or waiver; (ii) reduce the principal of or change the fixed maturity of any Security; (iii) reduce the rate of or change the time for payment of interest on any Security; (iv) make any change regarding the exchange rights set forth in Article 11 other than to increase the Exchange Rate; (v) 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 as aforesaid, of at least a majority in aggregate principal amount thereof and upon receipt by the Trustee a waiver of the documents described payment default that resulted from such acceleration); (vi) make any Security payable in money other than that stated in the Securities; (vii) make any change in Section 7.2, the Trustee shall join with the Company and the Subsidiary Guarantors 5.04 or 5.07 hereof; or (viii) make any change in the execution this sentence of such amended or supplemental Indenture unless such amended or supplemental Indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental IndentureSection 8.02.

With Consent of Holders. Except as provided in Section 9.1 and Section 9.3, this Indenture The Company and the Notes Trustee may be amended or supplemented enter into a supplemental indenture with the written consent of the Holders of at least a majority in principal amount of Notes then the outstanding Securities of each Series affected by the such supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for Notesthe Securities of such Series), and, subject for the purpose of adding any provisions to Sections 6.8 and 6.12, or changing in any existing Default manner or Event of Default (other than a Default or Event of Default in the payment eliminating any of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision provisions of this Indenture or of any supplemental indenture or of modifying in any manner the Notes may be waived with rights of the consent Securityholders of each such Series. Except as provided in Section 6.4, the Holders of at least a majority in principal amount of Notes then the outstanding affected Securities of each Series by such supplemental indenture implementing such amendment or supplement notice to the Trustee (including consents obtained in connection with a tender offer or exchange offer for Notes)the Securities of such Series) may waive compliance by the Company with any provision of this Indenture or the Securities with respect to such Series. It shall not be necessary for the consent of the Holders of Securities under this Section 9.2 to approve the particular form of any proposed amendment supplemental indenture or waiver, but it shall be sufficient if such consent approves the substance thereof. Upon the request of the Company and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee of the documents described in Section 11.4 hereof, the Trustee will join with the Company in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture. After a supplemental indenture or waiver under this Section 9.2 section becomes effective, the Company shall deliver promptly mail to the Holders of Securities affected thereby a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to mail or publish such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.2, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of such amended or supplemental Indenture unless such amended or supplemental Indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture.

With Consent of Holders. Except as provided below in this Section 9.1 9.2, the Company, the Guarantors and Section 9.3, the Trustee may amend or supplement this Indenture and or the Notes may be amended or supplemented Securities with the written consent of Holders of at least a majority in principal amount of Notes then outstanding affected by the supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for Notes)Securities or a solicitation of consents in respect of Securities, andprovided that in each case such offer or solicitation is made to all Holders of then outstanding Securities on equal terms) of the Holders of at least a majority in principal amount of the then outstanding Securities, and subject to Sections 6.8 6.4 and 6.126.7, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes Securities may be waived with the consent of the Holders of a majority in principal amount of Notes the then outstanding affected by such supplemental indenture implementing such amendment or supplement Securities (including consents obtained in connection with a tender offer or exchange offer for Notesthe Securities). It shall not be necessary for the consent of the Holders under this Section 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or waiver under this Section 9.2 becomes effective, the Company shall deliver to the Holders affected thereby a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. Upon the request of the Company accompanied by a resolution Board Resolution of its Board of Directors the Company and each Guarantor authorizing the execution of any such amended or supplemental Indentureindenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.29.6, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of such amended or supplemental Indenture indenture unless such amended or supplemental Indenture indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture.indenture. It shall not be necessary for the consent of the Holders under this Section 9.2 to approve the particular form of any proposed 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 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Subject to Sections 6.4 and 6.7, the Holders of a majority in principal amount of the Securities then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Securities. However, without the consent of each Holder affected, an amendment, supplement or waiver may not (with respect to any Securities held by a non-consenting Holder): (1) reduce the percentage of principal amount of Securities whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture or the Securities; (2) reduce the rate or change the time for payment of interest, including defaulted interest, or Liquidated Damages, if any, on the Securities; (3) reduce the principal amount of any Security or change the Maturity Date of the Securities;

With Consent of Holders. Except as provided below in this Section 9.1 and Section 9.39.2, this Indenture the Issuers, the Subsidiary Guarantors, the Collateral Agent and the Trustee may amend or supplement this Indenture, the Notes, the Note Guarantees or the Security Documents related to the Notes may be amended or supplemented (subject to compliance with the Intercreditor Agreements) with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding affected by the supplemental indenture implementing such amendment or supplement (including and issued under this Indenture, including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for for, Notes), and, subject to Sections 6.8 6.4 and 6.126.7 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, and Special Interest, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or Indenture, the Notes, the Note Guarantees and the Security Documents relating to the Notes may be waived with the consent of the Holders of a majority in principal amount of Notes the then outstanding affected by such supplemental indenture implementing such amendment or supplement Notes issued under this Indenture (including including, without limitation, consents obtained in connection with a purchase of or tender offer or exchange offer for Notes). It Section 2.11 hereof and Section 13.6 hereof shall not determine which Notes are considered to be necessary “outstanding” for the consent purposes of the Holders under this Section 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or waiver under this Section 9.2 becomes effective, the Company shall deliver to the Holders affected thereby a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver9.2. Upon the request of the Company Issuers accompanied by a resolution of its their Board of Directors authorizing the execution of any such amended or supplemental Indentureindenture, and upon the filing with the Trustee and the Collateral Agent of evidence reasonably satisfactory to each of the Trustee and Collateral Agent of the consent of the Holders as aforesaid, and upon receipt by the Trustee and the Collateral Agent of the documents described in Section 7.213.4 hereof, the Trustee shall and the Collateral Agent will join with the Company Issuers and the Subsidiary Guarantors in the execution of such amended or supplemental Indenture indenture unless such amended or supplemental Indenture indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall will not be obligated to, enter into such amended or supplemental Indenture. Without the consent of each Holder affected, an amendment, supplement or waiver may not, with respect to any Notes issued thereunder and held by a non-consenting Holder: (1) reduce the percentage of the aggregate principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of or change the Stated Maturity of, any Note or alter the provisions, or waive any payment with respect to the redemption of such Notes (other than provisions relating to Sections 3.5 and 3.10 (except to the extent provided in clause (9) below)); (3) reduce the rate of or change the time for, payment of interest on any Note, including Special Interest; (4) waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, on the Notes issued under this Indenture (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration), or in respect of a covenant or provision contained in this Indenture or any Note Guarantee which cannot be amended or modified without the consent of all Holders; (5) make any Note payable in money other than U.S. dollars; (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of, or interest or premium, if any, on the Notes; (7) release any Subsidiary Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture or the Note Guarantees; (8) impair the right of any Holder to receive payment of principal of, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes or the Note Guarantees; (9) amend, change or modify the obligation of the Issuers to make and consummate a Collateral Disposition Offer with respect to any Asset Sale of Note Priority Collateral in accordance with Section 3.5 after the obligation to make such a Collateral Disposition Offer has arisen; or (10) make any change in the amendment and waiver provisions, except to increase any such percentage required for such actions or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding note affected thereby; In addition, without the consent of the Holders of at least 66 2/3 % of the principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), no amendment, supplement or waiver may (1) modify any Security Document or the provisions in this Indenture dealing with Security Documents or application of trust moneys in any manner, taken as a whole, materially adverse to the Holders or otherwise release any Collateral other than in accordance with this Indenture, the Security Documents and the Collateral Trust and Intercreditor Agreement and ABL Intercreditor Agreement; or (2) modify the Intercreditor Agreements in any manner adverse to the Holders in any material respect other than in accordance with the terms of this Indenture, the Security Documents and the Intercreditor Agreements. It shall not be necessary for the consent of the Holders under this Indenture or any Security Document to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. A consent to any amendment, supplement or waiver under this Indenture by any Holder given in connection with a tender or exchange of such Holder’s Notes will not be rendered invalid by such tender or exchange. After an amendment or supplement under this Section 9.2, the Security Documents, or the Intercreditor Agreements becomes effective, the Issuers shall mail to Holders a notice briefly describing such amendment or supplement. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment or supplement.

With Consent of Holders. Except as provided in Section 9.1 and Section 9.3the next succeeding paragraphs, this Indenture and or the Notes Securities may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of Notes the Securities then outstanding affected by the supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for Notessuch Securities), and, subject to Sections 6.8 and 6.12, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes Securities may be waived with the consent of the Holders of a majority in aggregate principal amount of Notes the then outstanding affected by such supplemental indenture implementing such amendment or supplement Securities (including consents obtained in connection with a tender offer or exchange offer for Notessuch Securities). Upon the request of the Company accompanied by a resolution of its 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 Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.04 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 or otherwise, 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 9.2 7.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company shall deliver mail to the Holders affected thereby a notice briefly describing the supplemental indenture amendment, supplement or waiver. Any failure by of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. Upon Subject to Sections 4.04 and 4.07 hereof, the request Holders of a majority in aggregate principal amount of the Securities then outstanding may waive compliance in a particular instance by the Company accompanied by a resolution with any provision of its Board of Directors authorizing this Indenture or the execution of any such amended or supplemental Indenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of Securities. Without the consent of each Holder affected, however, an amendment or waiver may not (with respect to any Security held by a non-consenting Holder): (i) reduce the principal amount of Securities whose Holders must consent to an amendment, supplement or waiver; (ii) reduce the principal of or change the fixed maturity of any Security (other than provisions relating to the covenants described under 3.10 and 3.17); (iii) reduce the rate of or change the time for payment of interest on any Security; (iv) 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 as aforesaid, of at least a majority in aggregate principal amount thereof and upon receipt by the Trustee a waiver of the documents described payment default that resulted from such acceleration); (v) make any Security payable in money other than that stated in the Securities; (vi) make any change in Section 7.2, 4.04 or 4.07 hereof; (vii) waive a redemption payment with respect to any Security (other than a payment described by Section 3.10 or 3.17); (viii) modify the Trustee shall join with ranking or priority of the Company and Securities or the Subsidiary Guarantors Guarantee or modify the definition of Senior Debt or Designated Senior Debt or amend or modify Article 9 in any manner adverse to the execution Holders; or (ix) make any change in this sentence of such amended or supplemental Indenture unless such amended or supplemental Indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental IndentureSection 7.02.

With Consent of Holders. Except as provided in Section 9.1 and Section 9.3, this Indenture The Company and the Notes Trustee may be amended or supplemented enter into a supplemental indenture with the written consent of the Holders of at least a majority in principal amount of Notes then the outstanding Securities of each Series affected by the such supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender offer or exchange offer for Notesthe Securities of such Series), and, subject for the purpose of adding any provisions to Sections 6.8 and 6.12, or changing in any existing Default manner or Event of Default (other than a Default or Event of Default in the payment eliminating any of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision provisions of this Indenture or of any supplemental indenture or of modifying in any manner the Notes may be waived with rights of the consent Securityholders of each such Series. Except as provided in Section 6.4, the Holders of at least a majority in principal amount of Notes then the outstanding affected Securities of each Series by such supplemental indenture implementing such amendment or supplement notice to the Trustee (including consents obtained in connection with a tender offer or exchange offer for Notes)the Securities of such Series) may waive compliance by the Company with any provision of this Indenture or the Securities with respect to such Series. It shall not be necessary for the consent of the Holders of Securities under this Section 9.2 to approve the particular form of any proposed amendment supplemental indenture or waiver, but it shall be sufficient if such consent approves the substance thereof. Upon the request of the Company and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.2 hereof, the Trustee will join with the Company in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture. After a supplemental indenture or waiver under this Section 9.2 becomes effective, the Company shall deliver mail to the Holders of Securities affected thereby and, if any Bearer Securities affected thereby are outstanding, publish on one occasion in an Authorized Newspaper, a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to mail or publish such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.2, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of such amended or supplemental Indenture unless such amended or supplemental Indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture.

With Consent of Holders. (a) Except as provided below in Section 9.1 and Section 9.310.02(b), the Company, the Guarantors, the Trustee and, if applicable, the Collateral Agent may amend or supplement this Indenture and the Notes may be amended or supplemented and the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of Notes the then outstanding affected by the supplemental indenture implementing such amendment or supplement Notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer for for, the Notes), and, subject to Sections 6.8 7.04 and 6.127.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes and the Security Documents may be waived with the consent of the Holders of a majority in aggregate principal amount of Notes the then outstanding affected by such supplemental indenture implementing such amendment or supplement Notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer for for, the Notes). It shall not be necessary for the ) in each case in addition to any required consent of the Holders under this Section 9.2 holders of other Parity Lien Obligations required with respect to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or waiver under any Security Document. Sections 3.08 and 3.09 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.2 becomes effective, the Company shall deliver to the Holders affected thereby a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver10.02. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental IndentureCompany, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.210.06 hereof, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of such amended or supplemental Indenture indenture unless such amended or supplemental Indenture indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. It shall not be necessary for the consent of the Holders under this Section 10.02 to approve the particular form of any proposed amendment, supplement or waiver. It is sufficient if such consent approves the substance of the proposed amendment, supplement or waiver. A consent to any amendment or waiver under this Indenture by any Holder given in connection with a purchase, tender or exchange of such Holder’s Notes will not be rendered invalid by such purchase, tender or exchange. After an amendment, supplement or waiver under this Section 10.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver. (b) Notwithstanding Section 10.02(a), without the consent of each Holder affected, an amendment, supplement or waiver under this Section 10.02 may not (with respect to any Notes held by a non-consenting Holder): (i) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (ii) reduce the principal of or change the fixed maturity of any Note or alter the provisions with respect to the redemption (except with respect to when notice of redemption is to be provided to the Trustee or the Holders) or repurchase of the Notes (other than the provisions of Section 5.10 or 5.15); (iii) reduce the rate of or change the time for payment of interest on any Note; (iv) waive a Default or Event of Default in the payment of principal of, or premium, interest or Additional Amounts, if any, on, the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); (v) make any Note payable in money other than that stated in the Notes; (vi) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of, or premium, interest or Additional Amounts, if any, on, the Notes (except as permitted in clause (vii) hereof); (vii) waive a redemption or repurchase payment with respect to any Note (other than a payment required by Section 5.10 or 5.15); (viii) make any change in the ranking of the Notes or the Subsidiary Guarantees relative to other Indebtedness of the Company or the Guarantors, respectively, in either case in a manner adverse to the Holders; (ix) modify the Subsidiary Guarantees in any manner materially adverse to the Holders or release any Guarantor from any of its obligations under its Subsidiary Guarantee or this Indenture, except in accordance with the terms of this Indenture; or (x) make any change in the preceding amendment, supplement and waiver provisions. In addition, the consent of Holders representing at least two-thirds in principal amount of the outstanding Notes will be required to release the Liens for the benefit of the Holders of the Notes on all or substantially all of the Collateral, other than in accordance with the Note Documents.