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

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, the Notes or any of the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security Documents. Upon the request of the Issuer accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture or other such amendment, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment 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 other such amendment. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 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. Notwithstanding the foregoing, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company and the Trustee may amend or supplement this IndentureIndenture (including Section 3.09, 4.10 and 4.15 hereof) and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive 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 or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for the Security DocumentsNotes). Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, 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 7.02 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment 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 Indenture. The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Holders on such record date, or other their duly designated proxies, and only such amendmentPersons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided, that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 180 days after such record date, any such consent previously given shall automatically and without further action by any Holder be canceled and of no further effect. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders 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 affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in Section 9.01 or in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, any Guarantee and the Notes or any of the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (outstanding, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof6.07, may waive any existing Default or Event of Default (other than a Default or Event of continuing Default in the payment of the principal ofinterest on, premium, if any, or interest on the Notesprincipal of, any Note, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes or the Security Documents. Upon the request of the Issuer accompanied by a Board Resolution authorizing the execution of any such amended or supplemental issued under this Indenture or other such amendment, and upon the filing may be waived with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of a majority in aggregate principal amount of the documents described then outstanding Notes (including consents obtained in Section 7.02 hereofconnection with a purchase of, or tender offer or exchange offer for, the Trustee Notes). Sections 2.08 and 2.09 shall join with the Issuer in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in determine which case the Trustee may in its discretion, but shall not Notes are considered to be obligated to, enter into such amended or supplemental Indenture or other such amendment. It shall not be necessary “outstanding” for the purposes of this Section 9.02. The consent of the Holders of Notes is not necessary under this Section 9.02 Indenture to approve the particular form of any proposed amendment, supplement or waiver, but it shall be . It is sufficient if such consent approves the substance thereofof the proposed amendment. A consent to any amendment or waiver under this Indenture by any Holder given in connection with a tender of such Holder’s Notes shall not be rendered invalid by such tender. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall deliver electronically or mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the 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 amendment, supplement or waiver. Notwithstanding the foregoing, without Without the consent of each affected Holder affectedof Notes, an amendment or waiver under this Section 9.02 may not (not, with respect to any Notes held by a non-consenting Holder)::

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company, the Guarantors and the Trustee may amend or supplement this Indenture, Indenture and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate 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 the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security Documents. Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, 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 7.02 9.06 hereof, the Trustee shall join with the Issuer Company and the Guarantors in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment 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 other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders 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, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, the Notes Guarantees and the Notes of any series may be amended or any of the Security Documents supplemented as it relates to such series with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes of each series affected thereby (including consents obtained in connection with all such series voting as a tender offer or exchange offer for, or purchase of, Notes), single class) and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive 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 NotesNotes of such series, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes Note Guarantees or the Security DocumentsNotes of such series may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes of each series affected thereby (all such series voting as a single class). Upon the request of the Issuer accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.05 hereof, the Trustee shall join with the Issuer in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement 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 of Notes of all series 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 indenture or waiver. Notwithstanding the foregoing, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes of such series held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer The Company and the Trustee may amend or supplement this Indenture, the Notes or any of the Security Documents enter into a supplemental indenture with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes then outstanding of each Series affected by such supplemental indenture (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, Notesfor the Notes of such Series), andfor the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of Notes of each such Series. Except as otherwise provided herein, the Holders of at least a majority in aggregate principal amount of the outstanding Notes of each Series, by notice to the Trustee (including consents obtained in connection with a tender offer or exchange offer for the Notes of such consent and subject to Sections 6.04 and 6.07 hereof, Series) may waive any existing Default or Event of Default (other than a Default or Event of Default in compliance by 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, Indenture or the Notes with respect to such Series. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed supplemental indenture or waiver, but it shall be sufficient if such consent approves the Security Documentssubstance thereof. Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, 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 7.02 hereof, the Trustee shall will join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall will not be obligated to, enter into such amended or supplemental Indenture or other such amendment. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereofIndenture. After an amendment, supplement a supplemental indenture or waiver under this Section section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement supplemental indenture or waiver. Any failure of by the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding the foregoingHowever, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (not, with respect to any Notes held by a non-consenting Holder)::

With Consent of Holders of Notes. Except as provided below in this Section 9.029.2, the Issuer Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes and consent to amendments or any of supplements to the Security Documents 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 (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for the Notes), and, subject to Sections 6.4 and 6.7 hereof, any existing Default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security Documents. Upon the request of the Issuer Company and the Guarantors accompanied by a resolution of the Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, 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 7.02 7.2 hereof, the Trustee shall join with the Issuer Company and the Guarantors in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment 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 other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.4 and 6.7 hereof, the foregoingHolders 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 affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with voting as a tender offer or exchange offer for, or purchase of, Notes)single class, and, with such consent and subject to Sections Section 6.04 and Section 6.07 hereof, may waive 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 or the Notes or may be waived with the Security Documentsconsent of the Holders of a majority in principal amount of the then outstanding Notes voting as a single class. Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, 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 7.02 hereof603 of the Base Indenture, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such amendment or waiver and such supplemental indenture (if any) comply with the Indenture. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding Subject to Section 6.04 and Section 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, the Notes Guarantees and the Notes of any series may be amended or any of the Security Documents supplemented as it relates to such series with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes of each series affected thereby (including consents obtained in connection with all such series voting as a tender offer or exchange offer for, or purchase of, Notes), single class) and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive 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 NotesNotes of such series, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes Note Guarantees or the Security DocumentsNotes of such series may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes of each series affected thereby (all such series voting as a single class). Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.05 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement 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 Company shall mail to the Holders of Notes of all series affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding the foregoing, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes of such series held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes or any of Notes, the Security Documents Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security Documents. Upon the written request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture indenture or such other such amendmentagreement, 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 7.02 9.06 hereof, the Trustee shall join with the Issuer Company and the Guarantors in the execution of such amended or supplemental Indenture indenture or such other such amendment agreement unless such amended or supplemental Indenture indenture or such other such amendment agreement 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 or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or such other agreement or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders 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, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.0211.02, the Issuer Company and the Trustee may amend or supplement this Indenture, Indenture and the Notes or any of the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, with such consent and subject to Sections 6.04 8.04 and 6.07 8.07 hereof, may waive 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 Default resulting from an acceleration that has been rescinded) or compliance with any provision of this IndentureIndenture or the Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Sections 2.08 and 2.09 hereof shall determine which Notes or the Security Documentsare considered to be “outstanding” for purposes of this Section 11.02. Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, 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 7.02 9.02 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 11.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding Subject to Sections 8.04 and 8.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 11.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company, the Guarantors and the Trustee may amend or supplement this Indenture, Indenture and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security Documents. Upon the written request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, 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 7.02 9.06 hereof, the Trustee shall join with the Issuer Company and the Guarantors in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment 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 or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders 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, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer this Indenture (including Sections 4.11 and the Trustee may amend 4.16) or supplement this Indenture, the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including including, without limitation, consents obtained in connection with a purchase of, or a tender offer or exchange offer for, or purchase of, Notes), ) and, with such consent and subject to Sections 6.04 and 6.07 hereof6.07, may waive 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 or the Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or the Security Documentsa tender offer or exchange offer for, Notes). Section 2.08 shall determine which Notes are considered to be "outstanding" for purposes of this Section 9.02. Upon the request of the Issuer Issuers accompanied by a Board Resolution resolution of their respective Boards of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, 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 7.02 hereof7.02, the Trustee shall join with the Issuer Issuers in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment 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 or other such amendmentIndenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement 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 Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Issuers with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes or any of Notes, the Security Documents Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive 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 or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for the Security DocumentsNotes). Upon the written request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture indenture or such other such amendmentagreement, 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 7.02 9.06 hereof, the Trustee shall join with the Issuer Company and the Guarantors in the execution of such amended or supplemental Indenture indenture or such other such amendment agreement unless such amended or supplemental Indenture indenture or such other such amendment agreement 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 or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or such other agreement or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders 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, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer The Company and the Trustee may amend or supplement this Indenture, the Notes or any of the Security Documents enter into a supplemental indenture with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes then outstanding of each Series affected by such supplemental indenture (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, Notesfor the Notes of such Series), andfor the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of Notes of each such Series. Except as otherwise provided herein, the Holders of at least a majority in aggregate principal amount of the outstanding Notes of each Series, by notice to the Trustee (including consents obtained in connection with a tender offer or exchange offer for the Notes of such consent and subject to Sections 6.04 and 6.07 hereof, Series) may waive any existing Default or Event of Default (other than a Default or Event of Default in compliance by 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, Indenture or the Notes with respect to such Series. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed supplemental indenture or waiver, but it shall be sufficient if such consent approves the Security Documentssubstance thereof. Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, 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 7.02 hereof, the Trustee shall will join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment 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 will not be obligated to, enter into such amended or supplemental Indenture or other such amendment. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereofIndenture. After an amendment, supplement a supplemental indenture or waiver under this Section section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement supplemental indenture or waiver. Any failure of by the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding the foregoingHowever, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (not, with respect to any Notes held by a non-consenting Holder)::

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, any Guarantee and the Notes or any of the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding, other than Notes beneficially owned by the Issuer or any of its Affiliates, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes, and any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes issued thereunder may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes, other than Notes beneficially owned by the Issuer or any of its Affiliates (including consents obtained in connection with a purchase of or tender offer or exchange offer for, or purchase of, for such Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security Documents. Upon the request of the Issuer accompanied by a resolution of the Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, 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 7.02 hereof7.02(b) hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantors in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement 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 of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding the foregoing, without Without the consent of each affected Holder affectedof Notes, an amendment or waiver under this Section 9.02 may not (not, with respect to any Notes held by a non-consenting Holder)::

With Consent of Holders of Notes. Except as provided below in this Section 9.029.02 or as provided in Section 10.13 or Section 12.13 of this Indenture, the Issuer and the Trustee may amend or supplement this Indenture, the Notes and the Subsidiary Guarantees may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount at maturity of the Notes then outstanding (including including, without limitation, consents obtained in connection with a purchase of, or a tender offer or exchange offer for, or purchase of, for Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security DocumentsSubsidiary Guarantees may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of or a tender offer or exchange offer for the Notes). Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, 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 7.02 hereofan Officers' Certificate and an Opinion of Counsel, the Trustee shall join with the Issuer Company and the Guarantors in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretionmay, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement 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 Company shall mail to the Holders of each Note affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding Subject to Sections 6.04, 6.07, 10.13 and 12.13 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding may amend or waive compliance in a particular instance by the Company or the Guarantors with any provision of this Indenture or the Notes or the Subsidiary Guarantees. However, without the consent of each Holder affected, an amendment amendment, or waiver under this Section 9.02 may not (with respect to any Notes Note held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, any Guarantee and the Series A Notes or any of the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Series A Notes then outstanding, other than Series A Notes beneficially owned by the Company or any of its Affiliates, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Series A Notes, and any existing Default or Event of Default or compliance with any provision of this Indenture or the Series A Notes issued thereunder may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Series A Notes, other than Series A Notes beneficially owned by the Company or any of its Affiliates (including consents obtained in connection with a purchase of or tender offer or exchange offer for, or purchase of, for such Series A Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security Documents. Upon the request of the Issuer Company accompanied by a resolution of the Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Series A Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof7.02(b) hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantors in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Series A Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall mail to the Holders of Series A Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding the foregoing, without Without the consent of each affected Holder affectedof Series A Notes, an amendment or waiver under this Section 9.02 may not (not, with respect to any Series A Notes held by a non-consenting Holder)::

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company, the Guarantors and the Trustee may amend or supplement this Indenture, Indenture and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security Documents. Upon the request of the Issuer Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, 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 7.02 9.06 hereof, the Trustee shall join with the Issuer Company and the Guarantors in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment 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 or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders 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, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, the Guarantees and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof6.07, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes Guarantees or the Security DocumentsNotes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 shall determine which Notes are considered to be "outstanding" for purposes of this Section 9.02. Upon the request of the Issuer Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, 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 Sections 7.02 hereofand 9.06, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment 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 other such amendmentIndenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company and the Trustee may amend or supplement this Indenture, Indenture and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive 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, Loan Fees, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this IndentureIndenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof shall determine which Notes or the Security Documentsare considered to be "outstanding" for purposes of this Section 9.02. Upon the request of the Issuer Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, 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 any applicable documents described in Section 7.02 9.06 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment 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 or other such amendmentIndenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company and the Trustee may amend or supplement this Indenture, Indenture and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes Notes, including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than except a continuing Default or Event of Default in the payment of interest or Additional Interest on, or 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 IndentureIndenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the Notes, including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes or the Security DocumentsNotes). Upon the request of the Issuer Company accompanied by a Board Resolution of the Board of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, 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 7.02 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment 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 Indenture. The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Holders on such record date, or other their duly designated proxies, and only such amendmentPersons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided, that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders affected thereby to such Holder's address appearing in the Security Register a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer 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. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes, without including Additional Notes, if any, then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. Without the consent of each Holder affectedHolder, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, the Notes and a Subsidiary Guarantee issued hereunder may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate 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, the Notes), and, subject to Sections 6.02, 6.04 and 6.07 hereof, any existing default or compliance with any provision of this Indenture, the Notes or the Subsidiary Guarantees may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security Documents. Upon the request of the Issuer Company accompanied by a resolutions of the Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described an Officers' Certificate and an Opinion of Counsel in compliance with Section 7.02 1.05 hereof, the Trustee shall join with the Issuer Company and any Guarantor in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment 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 other such amendmentIndenture. It shall not be necessary for the The consent of the Holders is not necessary under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be . It is sufficient if such consent approves the substance thereofof the proposed amendment. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders 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, the Notes or the Subsidiary Guarantees, if any. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes Note or Subsidiary Guarantee held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, any Guarantee and the 2017 A Notes or any of the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the 2017 A Notes then outstanding, other than 2017 A Notes beneficially owned by the Company or any of its Affiliates, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, 2017 A Notes, and any existing Default or Event of Default or compliance with any provision of this Indenture or the 2017 A Notes issued thereunder may be waived with the consent of the Holders of a majority in principal amount of the then outstanding 2017 A Notes, other than 2017 A Notes beneficially owned by the Company or any of its Affiliates (including consents obtained in connection with a purchase of or tender offer or exchange offer for, or purchase of, for such 2017 A Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security Documents. Upon the request of the Issuer Company accompanied by a resolution of the Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of 2017 A Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof7.02(b) hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantors in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of 2017 A Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall mail to the Holders of 2017 A Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding the foregoing, without Without the consent of each affected Holder affectedof 2017 A Notes, an amendment or waiver under this Section 9.02 may not (not, with respect to any 2017 A Notes held by a non-consenting Holder)::

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company, the Guarantors and the Trustee may amend or supplement this Indenture, Indenture and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate 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 the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security Documents. Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, 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 7.02 9.06 hereof, the Trustee shall join with the Issuer Company and the Guarantors in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment 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 other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders 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, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company and the Trustee may amend or supplement this IndentureAgreement (including Section 4.15 hereof), the Note Guarantees and the Notes or any of the Security Documents with the consent of the Required Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, fees and Additional Interest, if any, or interest on the Notes) under, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of of, this IndentureAgreement, the Notes Note Guarantees or the Security DocumentsNotes may be waived with the consent of the Required Holders (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, 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 7.02 9.06 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's own rights, duties or immunities under this Indenture Agreement or under any Security Document 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 other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingRequired Holders may waive compliance in a particular instance by the Company with any provision of this Agreement or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.029.2, the Issuer Company and the Trustee may amend or supplement this Indenture, Indenture and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate 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, the Notes), and, subject to Sections 6.4 and 6.7 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security Documents. Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, 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 7.02 7.2 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment 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 other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.4 and 6.7 hereof, the foregoingHolders 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 affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, any Guarantee and the 2017 B Notes or any of the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the 2017 B Notes then outstanding, other than 2017 B Notes beneficially owned by the Company or any of its Affiliates, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, 2017 B Notes, and any existing Default or Event of Default or compliance with any provision of this Indenture or the 2017 B Notes issued thereunder may be waived with the consent of the Holders of a majority in principal amount of the then outstanding 2017 B Notes, other than 2017 B Notes beneficially owned by the Company or any of its Affiliates (including consents obtained in connection with a purchase of or tender offer or exchange offer for, or purchase of, for such 2017 B Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security Documents. Upon the request of the Issuer Company accompanied by a resolution of the Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of 2017 B Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof7.02(b) hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantors in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of 2017 B Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall mail to the Holders of 2017 B Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding the foregoing, without Without the consent of each affected Holder affectedof 2017 B Notes, an amendment or waiver under this Section 9.02 may not (not, with respect to any 2017 B Notes held by a non-consenting Holder)::

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Notes or any of the Security Documents Indenture with the consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes then affected thereby; provided, however, that no such amendment or supplement may, without the consent of the Holder of each outstanding Note affected thereby, (i) reduce the 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 consents obtained in connection with a tender offer default interest, on any Note; (iii) reduce the principal of or exchange offer for, premium on or purchase change the stated maturity of, Notes)any Note; (iv) reduce the premium, andif any, with such consent and subject payable upon redemption of any Note; (v) change the currency or currency unit of payment of principal of, premium (if any) or any interest on any Note; (vi) impair the right to Sections 6.04 and 6.07 hereofinstitute suit for the enforcement of any payment of principal of, may premium (if any) or any interest on, any Note; (vii) waive any existing Default or Event of Default (other than a continuing Default or Event of Default in the payment of the principal of, premium, premium (if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance any interest on, any Note; or (viii) amend, change or modify the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control or modify any provisions or definitions with any provision of this Indenture, the Notes or the Security Documentsrespect thereto. Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, 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 a Responsible Officer of the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment 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 or other such amendmentIndenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or 57 supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount of Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture with respect to the Notes, except a continuing Default or Event of Default in the payment of the principal of, premium (if any) or interest on, any Note or in respect of a provision that under this Indenture cannot be modified or amended without the consent of the Holder of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):outstanding Note.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company and the Trustee may amend or supplement this IndentureIndenture (including Sections 3.09, 4.10 and 4.15 hereof) and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with the purchase of, or a tender offer or exchange offer for, or purchase of, the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive 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 or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for the Security DocumentsNotes). Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, 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 a Responsible Officer of the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment 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 or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders 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 affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting nonconsenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer and the Trustee may amend this Indenture or supplement this Indenture, the Notes of any series may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes then outstanding of each series affected (including including, without limitation, consents obtained in connection with a purchase of, or a tender offer or exchange offer for, or purchase of, Notes), ) and, with such consent and subject to Sections 6.04 and 6.07 hereof6.07, may waive 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 or the Notes of any series may be waived, including by way of amendment, with the consent of the Holders of a majority in aggregate principal amount of the outstanding Notes of each series affected (including, without limitation, consents obtained in connection with a purchase of, or the Security Documentsa tender offer or exchange offer for, Notes). Section 2.08 shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the Issuer Company accompanied by a resolution of the Board Resolution of Directors of the Company authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of such Notes as aforesaid, and upon receipt by the Trustee of the documents described in an Officers’ Certificate and an Opinion of Counsel pursuant to Section 7.02 hereof9.06, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement 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 Company shall mail (or otherwise deliver in accordance with applicable Depositary procedures) to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07, the foregoingHolders of a majority in aggregate principal amount of the outstanding Notes of each affected series may waive compliance in a particular instance by the Company with any provision of this Indenture or such Notes. However, without the consent of each Holder affected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, any Guarantee and the Series B Notes or any of the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Series B Notes then outstanding, other than Series B Notes beneficially owned by the Company or any of its Affiliates, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Series B Notes, and any existing Default or Event of Default or compliance with any provision of this Indenture or the Series B Notes issued thereunder may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Series B Notes, other than Series B Notes beneficially owned by the Company or any of its Affiliates (including consents obtained in connection with a purchase of or tender offer or exchange offer for, or purchase of, for such Series B Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security Documents. Upon the request of the Issuer Company accompanied by a resolution of the Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Series B Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof7.02(b) hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantors in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Series B Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall mail to the Holders of Series B Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding the foregoing, without Without the consent of each affected Holder affectedof Series B Notes, an amendment or waiver under this Section 9.02 may not (not, with respect to any Series B Notes held by a non-consenting Holder)::

With Consent of Holders of Notes. Except as provided below in the fourth sentence of the final paragraph of this Section 9.02, the Issuer Company, the Guarantors and the Trustee may amend or supplement this Indenture, Indenture and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security Documents. Upon the request of the Issuer Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, 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 7.02 9.06 hereof, the Trustee shall join with the Issuer Company and the Guarantors in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment 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 or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders 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, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company, the Guarantors and the Trustee may amend or supplement this IndentureIndenture (including Section 3.09, 4. 10 and 4.15 hereof), the Notes and the Subsidiary Guarantees may be amended or any of the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, Notes)supplemented, and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive 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 IndentureIndenture or the Notes may be waived, in each case, with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes or the Security DocumentsNotes). Upon the request of the Issuer Company and the Guarantors accompanied by a Board Resolution resolution of their respective Boards of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, 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 7.02 hereof, the Trustee shall join with the Issuer Company and the Guarantors in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment 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 other such amendmentIndenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders 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 affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.029.2, the Issuer Company and the Trustee may amend or supplement this Indenture, Indenture and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 6.4 and 6.07 6.7 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, or premium, if any, or interest on on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for the Security DocumentsNotes). Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, 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 a Responsible Officer of the Trustee of the documents described in Section 7.02 9.6 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment 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 other such amendmentIndenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.4 and 6.7 hereof, the foregoingHolders 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 affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting nonconsenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer and the Trustee may amend this Indenture or supplement this Indenture, the Notes of any series may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes then outstanding of each series affected (including including, without limitation, consents obtained in connection with a purchase of, or a tender offer or exchange offer for, or purchase of, Notes), ) and, with such consent and subject to Sections 6.04 and 6.07 hereof6.07, may waive 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 or the Notes of any series may be waived, including by way of amendment, with the consent of the Holders of a majority in aggregate principal amount of the outstanding Notes of each series affected (including, without limitation, consents obtained in connection with a purchase of, or the Security Documentsa tender offer or exchange offer for, Notes). Section 2.08 shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the Issuer accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture or other such amendment, Company and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of such Notes as aforesaid, and upon receipt by the Trustee of the documents described in an Officer’s Certificate and an Opinion of Counsel pursuant to Section 7.02 hereof9.06, the Trustee shall join with the Issuer Company in the execution of such any amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment 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 or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement 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 Company shall mail deliver to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail deliver such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07, the foregoingHolders of a majority in aggregate principal amount of the outstanding Notes of an affected series of Notes may waive compliance in a particular instance by the Company with any provision of this Indenture or such Notes. However, without the consent of each Holder affected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Issuer, the Parent Guarantor and the Trustee may amend or supplement this Twentieth Supplemental Indenture, the Guarantee and the Notes or any of the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive 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, premium or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Twentieth Supplemental Indenture, the Notes Guarantee or the Security DocumentsNotes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuer accompanied by a Board Resolution resolution of its board of directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, 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 7.02 hereof, the Trustee shall join with the Issuer in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties or immunities under this Twentieth Supplemental 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 other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement 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 of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding the foregoing, without Without the consent of each affected Holder affectedof Notes, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes or any of Notes, the Security Documents Documents, the Intercreditor Agreement or an Additional Intercreditor 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 (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security Documents. Upon the written request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture indenture or such other such amendmentagreement, 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 7.02 9.06 hereof, the Trustee shall join with the Issuer Company and the Guarantors in the execution of such amended or supplemental Indenture indenture or such other such amendment agreement unless such amended or supplemental Indenture indenture or such other such amendment agreement 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 or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or such other agreement or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders 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, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, the Notes and a Subsidiary Guarantee, if any, issued hereunder may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including including, without limitation, consents obtained in connection with a purchase of, or a tender offer or exchange offer for, or purchase of, the Notes), and, with such consent and subject to Sections 6.02, 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security DocumentsSubsidiary Guarantees may be waived with the consent of the Holders of a majority in principal amount of the outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or a tender offer or exchange offer for, the Notes). Upon the request of the Issuer Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, 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 7.02 hereofan Officers' Certificate and an Opinion of Counsel, the Trustee shall join with the Issuer Company and any Guarantor in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment 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 other such amendmentIndenture. It shall not be necessary for the The consent of the Holders is not necessary under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be . It is sufficient if such consent approves the substance thereofof the proposed amendment. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders 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, the Notes or the Subsidiary Guarantees, if any. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes Note or Subsidiary Guarantee held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Subject to Section 9.029.03 and Section 9.04, the Issuer and the Trustee may amend enter into a supplemental indenture for the purpose of supplementing or supplement amending in any manner this IndentureIndenture or the Notes, the Notes or any of the Security Documents with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes, voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, Notes), and, with for the Notes); provided that no such consent of Holders shall be required in respect of any supplement or amendment permitted by Section 9.01. Without limitation to Section 6.13 and subject to Sections 6.04 and 6.07 hereofSection 9.03, may the Holders of at least a majority in principal amount of the outstanding Notes by written notice to the Trustee (including consents obtained in connection with a tender offer or exchange offer for the Notes) may, on behalf of the Holders, waive any existing Default or Event of Default (or non-compliance by the Issuer with covenants or 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 provisions of this Indenture, Indenture and the Notes (including, without limitation, covenants and provisions that may be set forth in a Board Resolution, Officer’s Certificate or the Security Documentssupplemental indenture). Upon the request of the Issuer accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture or other such amendmentIssuer, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereofHolders, the Trustee shall join with the Issuer in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment 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 or other such amendmentindenture. 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 supplemental indenture or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement a supplemental indenture or waiver under this Section 9.02 becomes effective, the Issuer shall mail deliver to the Holders affected thereby a notice briefly describing the amendment, supplement supplemental indenture or waiver. Any failure of by the Issuer to mail deliver such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding the foregoing, without the A consent of each Holder affected, an to any amendment or waiver under this Section 9.02 may Indenture by any Holder of Notes given in connection with a tender of such Holder’s Notes shall not (with respect to any Notes held be rendered invalid by a non-consenting Holder):such tender.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer this Indenture (including Sections 4.11 and the Trustee may amend 4.16) or supplement this Indenture, the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including including, without limitation, consents obtained in connection with a purchase of, or a tender offer or exchange offer for, or purchase of, Notes), ) and, with such consent and subject to Sections 6.04 and 6.07 hereof6.07, may waive 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 or the Notes may be waived with the consent of the Holders of a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or the Security Documentsa tender offer or exchange offer for, Notes). Section 2.08 shall determine which Notes are considered to be "outstanding" for purposes of this Section 9.02. Upon the request of the Issuer Issuers accompanied by a Board Resolution resolution of their respective Boards of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, 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 7.02 hereof7.02, the Trustee shall join with the Issuer Issuers and the Guarantor in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment 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 or other such amendmentIndenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement 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 Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Issuers with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.0211.02, the Issuer Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes or any of and the Security Documents Guarantees with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes of all series then outstanding which are affected by such amendment or supplement voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security DocumentsGuarantees may be waived with the written consent of the Holders of a majority in principal amount of the Notes of all series then outstanding which are affected by such waiver voting as a single class. Upon the written request of the Issuer Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of at least a majority in principal amount of the Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 11.06 hereof, the Trustee shall join with the Issuer Company and the Guarantors in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentIndenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 11.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes of all series then outstanding which are affected by such waiver voting as a single class may waive in writing compliance in a particular instance by the Company or any Guarantor with any provision of this Indenture, the Notes or the Guarantees. However, without the written consent of each Holder affected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.029.2, the Issuer Company and the Trustee may amend or supplement this Indenture, Indenture and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate 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 the Notes), and subject to Sections 6.4 and 6.7 hereof, any existing default or compliance with any provision of this Indenture, the Notes or the Guarantees may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, for or purchase of, of the Notes), and, with such consent and subject . Section 2.12 hereof shall determine which Notes are considered to Sections 6.04 and 6.07 hereof, may waive 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 be Aoutstanding" for purposes of this Indenture, the Notes or the Security DocumentsSection 9.2. Upon the request of the Issuer Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, and upon the filing with receipt by the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 7.2 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment 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 or other such amendmentIndenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.4 and 6.7 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 9.2 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer and the Trustee may amend this Indenture or supplement this Indenture, the Notes of any series may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes then outstanding of each series affected (including including, without limitation, consents obtained in connection with a purchase of, or a tender offer or exchange offer for, or purchase of, Notes), ) and, with such consent and subject to Sections 6.04 and 6.07 hereof6.07, may waive 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 or the Notes of any series may be waived, including by way of amendment, with the consent of the Holders of a majority in aggregate principal amount of the outstanding Notes of each series affected (including, without limitation, consents obtained in connection with a purchase of, or the Security Documentsa tender offer or exchange offer for, Notes). Section 2.08 shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the Issuer accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture or other such amendment, Company and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of such Notes as aforesaid, and upon receipt by the Trustee of the documents described in an Officers’ Certificate and an Opinion of Counsel pursuant to Section 7.02 hereof9.06, the Trustee shall join with the Issuer Company in the execution of such any amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment 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 or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement 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 Company shall mail or deliver electronically to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer 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 indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07, the foregoingHolders of a majority in aggregate principal amount of the outstanding Notes of each affected series may waive compliance in a particular instance by the Company with any provision of this Indenture or such Notes. However, without the consent of each Holder affected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company and the Trustee may amend or supplement this Indenture, Indenture and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes Notes, including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive 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 or Additional Interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this IndentureIndenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes, including Additional Notes, if any, voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes or the Security DocumentsNotes). Upon the request of the Issuer Company accompanied by a Board Resolution of the Board of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, 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 7.02 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture Indenture. The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Holders on such record date, or other their duly designated proxies, and only such amendmentPersons, shall be entitled to consent to such supplemental Indenture, whether or not such Holders remain Holders after such record date; provided, that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders affected thereby to such Holder’s address appearing in the Security Register a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer 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. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes, without including Additional Notes, if any, then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. Without the consent of each Holder affectedHolder, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer The Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or any of the Security Documents with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent ) and subject to Sections 6.04 and 6.07 hereof, may waive 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, Indenture or the Notes may be waived with the written consent of the Holders of at least a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for the Security DocumentsNotes). Upon the written request of the Issuer Company, accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment 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 other such amendmentindenture. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendmenta supplement, supplement amendment or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of each Note affected thereby a notice briefly describing the amendmentsupplement, supplement amendment or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture, amendment or waiver. Notwithstanding Subject to Sections 6.04(a) and 6.07 hereof, the foregoingHolders of a majority in principal amount of the Notes then outstanding may waive compli- ance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an a supplement, amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer The Company and the Trustee may amend or supplement this IndentureIndenture (including Sections 3.09, 3.10, 4.10, 4.19 or 9.07 hereof) and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive 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 or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for the Security DocumentsNotes). Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, 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 7.02 9.06 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment 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 other such amendmentIndenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding the foregoing, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer The Company and the Trustee may amend or supplement this Indenture, the Notes or any of the Security Documents enter into a supplemental indenture with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes then outstanding of each Series affected by such supplemental indenture (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, Notesfor the Notes of such Series), andfor the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of Notes of each such Series. Except as otherwise provided herein, the Holders of at least a majority in aggregate principal amount of the outstanding Notes of each Series, by notice to the Trustee (including consents obtained in connection with a tender offer or exchange offer for the Notes of such consent and subject to Sections 6.04 and 6.07 hereof, Series) may waive any existing Default or Event of Default (other than a Default or Event of Default in compliance by 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, Indenture or the Notes with respect to such Series. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed supplemental indenture or waiver, but it shall be sufficient if such consent approves the Security Documentssubstance thereof. Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, 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 7.02 hereof, the Trustee shall will join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties duties, privileges, indemnities, 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 or other such amendment. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereofIndenture. After an amendment, supplement a supplemental indenture or waiver under this Section section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement supplemental indenture or waiver. Any failure of by the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding the foregoingHowever, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (not, with respect to any Notes held by a non-consenting Holder)::

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Sixteenth Supplemental Indenture, any Guarantee or any Security Document and the Notes or any of the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive 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, premium or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Sixteenth Supplemental Indenture, the Notes Guarantees, the Security Documents or the Security DocumentsNotes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuer accompanied by a Board Resolution resolution of its board of directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, 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 7.02 hereof, the Trustee shall join with the Issuer in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties or immunities under this Sixteenth Supplemental 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 other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. The consent of the First Lien Collateral Agent shall not be necessary for any amendment, supplement or waiver to this Sixteenth Supplemental Indenture, except for any amendment, supplement or waiver to Article 10 or 11 or as to this sentence. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding the foregoing, without Without the consent of each affected Holder affectedof Notes, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company, any Guarantors and the Trustee may amend or supplement this Indenture, Indenture or the Notes or any of the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive 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 IndentureIndenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer 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 indenture supplemental hereto. If a record date is fixed, the Notes Holders on such record date, or its duly designated proxies, and only such Persons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided that unless such consent shall have become effective by virtue of the Security Documentsrequisite percentage having been obtained prior to the date which is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect. Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, 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 7.02 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment 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 or other such amendmentIndenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. Any amendment to, or waiver of, Article Ten hereof or the subordination provisions of any Note Guarantee that adversely affects the rights of the Holders of the Notes shall require the consent of the Holders of at least 75% in aggregate principal amount of Notes then outstanding. Any amendment to Article Eight or Article Ten of this Indenture or to any subordination provision of any Note Guarantee shall require the consent of the lenders under the Credit Agreement. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the then outstanding Notes 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, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer ACC and the Trustee may amend or supplement this Indenture, Indenture and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of or tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default 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 or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a purchase of or a tender offer or exchange offer for the Security DocumentsNotes). Upon the request of the Issuer ACC accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee shall join with the Issuer ACC in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment 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 other such amendmentIndenture. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer ACC shall mail to the Holders of each Note affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer ACC 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. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by ACC with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting nonconsenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer The Obligors and the Trustee may amend or supplement this Indenture, Indenture or the Notes or any of the Security Documents amended or supplemental Indenture with the written consent of the Holders holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive 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, Indenture or the Notes may be waived with the consent of the holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for the Security DocumentsNotes). Upon the request of the Issuer Obligors accompanied by a resolution of the Board Resolution of Directors of each Obligors authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee shall join with the Issuer Obligors in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment 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 other such amendmentIndenture. It shall not be necessary for the consent of the Holders holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Obligors shall mail to the Holders holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Obligors to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingholders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Obligors with any provision of this Indenture or the Notes. However, without the consent of each Holder holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes Note held by a non-consenting Holderholder of Notes):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Issuers and the Trustee may amend or supplement this Indenture, the Notes Guarantees or any of the Security Documents Notes, as applicable, with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, or premium, interest or Liquidated Damages, if any, or interest on on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes Guarantees or the Security DocumentsNotes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for Notes). Upon the request of the Issuer Issuers accompanied by a Board Resolution resolution of the Management Committee authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee shall join with the Issuer Issuers in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment 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 other such amendmentIndenture. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Issuers shall mail to the Holders of each Note affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Issuers to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Issuers with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Issuer, the Parent Guarantor and the Trustee may amend or supplement this Nineteenth Supplemental Indenture, the Guarantee and the Notes or any of the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive 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, premium or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Nineteenth Supplemental Indenture, the Notes Guarantee or the Security DocumentsNotes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuer accompanied by a Board Resolution resolution of its board of directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, 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 7.02 hereof, the Trustee shall join with the Issuer in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties or immunities under this Nineteenth Supplemental 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 other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement 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 of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding the foregoing, without Without the consent of each affected Holder affectedof Notes, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.029.2, the Issuer Company, the Guarantors and the Trustee may amend or supplement this Indenture, and consent to amendments or supplements to the Pledge Agreement and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate 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 the Notes), and, subject to Sections 6.4 and 6.7 hereof, any existing Default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security Documents. Upon the request of the Issuer Company and the Guarantors accompanied by a resolution of the Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, 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 7.02 7.2 hereof, the Trustee shall join with the Issuer Company and the Guarantors in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment 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 other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.4 and 6.7 hereof, the foregoingHolders 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 affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, the Escrow Agreement, the Notes Guarantees and the Notes may be amended or any of the Security Documents supplemented with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with voting as a tender offer or exchange offer for, or purchase of, Notes)single class, and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes Escrow Agreement, the Note Guarantees or the Security DocumentsNotes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes voting as a single class. Upon the request of the Issuer accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, 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 7.02 9.05 hereof, the Trustee shall join with the Issuer in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. A consent to any amendment or waiver under either this Indenture, the Notes, as applicable, any Notes Guarantee or the Escrow Agreement, 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, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall mail deliver (by means of electronic transmission in accordance with the applicable procedures of DTC) to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Issuer with any provision of this Indenture or the Notes with respect. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided in Section 9.01 and below in this Section 9.02, the Issuer Company and the Trustee may amend or supplement this IndentureIndenture (including Sections 3.08, 4.12 and 4.16 hereof) and the Notes and the Note Guarantees may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Required Noteholders (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive 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 IndentureIndenture or the Notes may be waived with the consent of the Required Noteholders (including without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes or the Security DocumentsNotes). Upon the request of the Issuer Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, 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 7.02 hereof7.02, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingRequired Noteholders may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes or the Note Guarantees. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the The Issuer and the Trustee may amend or supplement this Indenture, the Notes Notes, or any of the Security Documents amended or supplemental Indenture with the written consent of the Required Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive 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, Indenture or the Notes may be waived with the consent of the Required Holders (including consents obtained in connection with a tender offer or exchange offer for the Security DocumentsNotes). Upon the request of the Issuer accompanied by a resolution the Board Resolution of Trustees of the Issuer authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, and upon the filing with the Trustee of evidence 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 7.02 9.06 hereof, the Trustee shall join with the Issuer in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment affects the Trustee's own rights, duties or immunities under this Indenture 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 other such amendment. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereofIndenture. After an amendment, supplement or waiver under this Section becomes effective, the Issuer shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingRequired Holders may waive compliance in a particular instance by the Issuer with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holdernonconsenting Holder of Notes):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Issuer, the Parent Guarantor and the Trustee may amend or supplement this Eleventh Supplemental Indenture, the Guarantee and the Notes or any of the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive 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, premium or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Eleventh Supplemental Indenture, the Notes Guarantee or the Security DocumentsNotes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuer accompanied by a Board Resolution resolution of its board of directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, 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 7.02 hereof, the Trustee shall join with the Issuer in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties or immunities under this Eleventh Supplemental 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 other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement 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 of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding the foregoing, without Without the consent of each affected Holder affectedof Notes, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company and the Trustee may amend or supplement this IndentureIndenture (including Sections 3.09, 4.10 and 4.15 hereof) and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive 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 and 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, Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for the Security DocumentsNotes). Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, 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 a Responsible Officer of the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment 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 or other such amendmentIndenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders 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 affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting nonconsenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, any Guarantee, the Notes or any of and the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding, other than Notes beneficially owned by the Issuer or any of its Affiliates, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes, and any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes issued thereunder may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes, other than Notes beneficially owned by the Issuer or any of its Affiliates (including consents obtained in connection with a purchase of or tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent . Sections 2.08 and subject 2.09 hereof shall determine which Notes are considered to Sections 6.04 and 6.07 hereof, may waive 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 be “outstanding” for purposes of this Indenture, the Notes or the Security DocumentsSection 9.02. Upon the request of the Issuer accompanied by a resolution of the Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, 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 7.02 hereof7.02(b) hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement 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 of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding the foregoing, without Without the consent of each affected Holder affectedof Notes, an amendment or waiver under this Section 9.02 may not (not, with respect to any Notes held by a non-consenting Holder)::

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company, the Guarantors and the Trustee may amend or supplement this Indenture, Indenture or the Notes or any of the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive 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 or the Notes may be waived with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for the Security DocumentsNotes). Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, 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 7.02 9.06 hereof, the Trustee shall join with the Issuer Company and the Guarantors in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment 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 other such amendmentIndenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders 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 affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Issuers and the Trustee may amend or supplement this IndentureIndenture (including Section 3.09, 4.10 and 4.14 hereof) and the Notes or any of the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, with such consent and subject . Section 2.08 hereof shall determine which Notes are considered to Sections 6.04 and 6.07 hereof, may waive 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 be "outstanding" for purposes of this Indenture, the Notes or the Security DocumentsSection 9.02. Upon the request of the Issuer Issuers accompanied by a resolution of the Board Resolution of Directors of Parent authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, 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 7.02 hereof7.02(b) hereof stating that any such amended or supplemental Indenture complies with this Section 9.02, the Trustee shall join with the Issuer Issuers in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment 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 or other such amendmentIndenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Issuers shall mail (or shall cause the Trustee to mail) to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Issuers to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class may waive compliance in a particular instance by the Issuers with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company and the Trustee may amend or supplement this Indenture, Indenture and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive 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 IndentureIndenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof shall determine which Notes or the Security Documentsare considered to be "outstanding" for purposes of this Section 9.02. Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, 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 7.02 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment 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 or other such amendmentIndenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or any of the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), ) and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive 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 or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for the Security DocumentsNotes). Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, 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 7.02 9.06 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment 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 other such amendmentIndenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement 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 Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders 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 affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, the Notes Guarantees and the Notes of any series may be amended or any of the Security Documents supplemented as it relates to such series with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes of such series then outstanding (including consents obtained in connection with voting as a tender offer or exchange offer for, or purchase of, Notes)single class, and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive 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 NotesNotes of such series, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes Note Guarantees or the Security DocumentsNotes of such series may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes of such series voting as a single class. Upon the request of the Issuer accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, 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 7.02 9.05 hereof, the Trustee shall join with the Issuer in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement 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 of Notes of any series 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 indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding of a series voting as a single class may waive compliance in a particular instance by the Issuer with any provision of this Indenture or the Notes with respect to such series. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes of such series held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Eighth Supplemental Indenture, any Guarantee or any Security Document and the Notes or any of the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive 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, premium or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Eighth Supplemental Indenture, the Notes Guarantees, the Security Documents or the Security DocumentsNotes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuer accompanied by a Board Resolution resolution of its board of directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, 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 7.02 hereof, the Trustee shall join with the Issuer in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties or immunities under this Eighth Supplemental 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 other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. The consent of the First Lien Collateral Agent shall not be necessary for any amendment, supplement or waiver to this Eighth Supplemental Indenture, except for any amendment, supplement or waiver to Article 10 or 11 or as to this sentence. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding the foregoing, without Without the consent of each affected Holder affectedof Notes, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company, the Guarantors and the Trustee may amend or supplement this Indenture, Indenture and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate 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 the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security Documents. Upon the request of the Issuer Company and the Guarantors accompanied by a resolution of the Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, 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 7.02 hereof, the Trustee shall join with the Issuer Company and the Guarantors in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment 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 other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders 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 affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Issuer, the Parent Guarantor and the Trustee may amend or supplement this Fortieth Supplemental Indenture, the Guarantee and the Notes or any of the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive 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, premium or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Fortieth Supplemental Indenture, the Notes Guarantee or the Security DocumentsNotes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuer accompanied by a Board Resolution resolution of its board of directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, 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 7.02 hereof, the Trustee shall join with the Issuer in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties or immunities under this Fortieth Supplemental 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 other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement 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 of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding the foregoing, without Without the consent of each affected Holder affectedof Notes, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below otherwise in Section 9.01 and this Section 9.02, the Issuer Issuer, the Trustee and the Trustee Security Agent (as applicable) may amend or supplement this Indenture, the Notes or Notes, the Guarantees, the Intercreditor Agreement, any of the Additional Intercreditor Agreement, any Security Documents Document and any supplemental indenture with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding of such series (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, for such series of the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the such series of Notes or the Security DocumentsGuarantees and any supplemental indenture may be waived with the consent of the Holders of a majority in principal amount of such series of Notes that are then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). Upon the request of the Issuer accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture or other such amendment, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaidIssuer, and upon receipt by the Trustee of the documents described in Section 7.02 hereofSections 9.05 and 12.02, the Trustee shall and the Security Agent will join with the Issuer in the execution of such amended or supplemental Indenture indenture or other such amendment document unless such amended or supplemental Indenture indenture or other such amendment document directly affects the Trustee's ’s or the Security Agent’s own rights, duties duties, protections, privileges, indemnities or immunities under this Indenture Indenture, or otherwise, in which case the Trustee or the Security Agent (as the case may be) may in its discretion, but shall will not be obligated to, enter into such amended or supplemental Indenture indenture or other such amendmentdocument. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall will mail or otherwise deliver to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail or otherwise deliver such notice, or any defect therein, shall will not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07, the foregoingHolders of a majority in aggregate principal amount of such series of Notes then outstanding may waive compliance in a particular instance by the Issuer with any provision of this Indenture, the Notes, any Security Document or any supplemental indenture. However, unless consented to by the Holders of at least ninety percent (90%) of the aggregate principal amount of such series of Notes affected (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), without the consent of each Holder of the applicable series of Notes affected, an amendment or waiver under this Section 9.02 may not (with respect to any such series of Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company, the Guarantors and the Trustee may amend or supplement this Indenture, Indenture and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive 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 or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a purchase of, tender offer or the Security Documentsexchange offer for Notes). Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, 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 7.02 9.06 hereof, the Trustee shall join with the Issuer Company and the Guarantors in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment 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 other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders 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, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes or any of Notes, the Security Documents Documents, the Intercreditor Agreement and any Additional Intercreditor 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 (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive 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 or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for the Security DocumentsNotes). Upon the written request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture indenture or such other such amendmentagreement, 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 7.02 9.06 hereof, the Trustee shall join with the Issuer Company and the Guarantors in the execution of such amended or supplemental Indenture indenture or such other such amendment agreement unless such amended or supplemental Indenture indenture or such other such amendment agreement 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 or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or such other agreement or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders 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, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company, the Guarantors and the Trustee may amend or supplement this Indenture, Indenture and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security Documents. Upon the request of the Issuer Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, 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 7.02 9.06 hereof, the Trustee shall join with the Issuer Company and the Guarantors in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment 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 other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders 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, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company and the Trustee may amend or supplement this IndentureIndenture (including, without limitation, Section 3.10, 4.10 and 4.15 hereof), the Subsidiary Guarantees, the Notes or any of the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of or a tender offer or exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or compliance with any provision of this Indenture, the Notes or the Security Documents may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, with such consent and subject . Section 2.08 hereof shall determine which Notes are considered to Sections 6.04 and 6.07 hereof, may waive 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 be “outstanding” for purposes of this Indenture, the Notes or the Security DocumentsSection 9.02. Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendment, 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 7.02 hereof, the Trustee shall will join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall will not be obligated to, enter into such amended or supplemental Indenture or other such amendment. It shall is not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall Company will mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall will not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes or the Security Documents. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.0210.2, the Issuer Company, the Guarantors and the Trustee may amend or supplement this Indenture, Indenture and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount at Stated Maturity of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 6.4 and 6.07 6.7 hereof, may waive 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 interest on Special Interest, if any, on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes may be waived with the consent of the Holders of a majority in aggregate principal amount at Stated Maturity of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for the Security DocumentsNotes). Upon the request of the Issuer Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, 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 7.02 10.7 hereof, the Trustee shall join with the Issuer Company and the Guarantors in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment 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 other such amendmentIndenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 10.2 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.4 and 6.7 hereof, the foregoingHolders 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 affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-non- consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, the Subsidiary Guarantees and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with voting as a tender offer or exchange offer for, or purchase of, Notes)single class, and, with such consent and subject to Sections Section 6.04 and Section 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes Subsidiary Guarantees or the Security DocumentsNotes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes voting as a single class. Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, 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 7.02 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement 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 Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding Subject to Section 6.04 and Section 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, Section 11.13 or Section 13.13, the Issuer and the Trustee may amend or supplement this Indenture, Indenture and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive 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 IndentureIndenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes[, including Additional Notes, if any,] voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes or the Security DocumentsNotes). Upon the request of the Issuer accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment 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 or other such amendmentIndenture. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 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. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes, including Additional Notes, if any, then outstanding voting as a single class may waive compliance in a particular instance by the Issuer with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company, the Guarantors and the Trustee may amend or supplement this Indenture, Indenture or the Notes or any of the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive 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 or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for the Security DocumentsNotes). Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer Company and the Guarantors in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment 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 other such amendmentIndenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company or any Guarantor with any provision of this Indenture, the Note or the Subsidiary Guarantees. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company, the Guarantors and the Trustee may amend or supplement this Indenture, Indenture and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive 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 or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a purchase of, tender offer or the Security Documentsexchange offer for Notes). Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, 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 7.02 9.06 hereof, the Trustee shall join with the Issuer Company and the Guarantors in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment 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 or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders 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, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company and the Trustee may amend or supplement this Indenture, Indenture and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate 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 the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security Documents. Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, 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 7.02 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment 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 other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders 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 affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.029.2, the Issuer and the Trustee may amend Indenture or supplement this Indenture, the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, Notes), and, with such consent and subject to Sections 6.04 6.4 and 6.07 6.7 and the last sentence of Section 60 67 6.1 hereof, may waive 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 on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or the Security Documentsexchange offer for Notes). Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, 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 7.02 7.2 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment unless 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 amended or supplemental Indenture or other such amendment that adversely affects the Trustee's its 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 or other such amendment. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.4 and 6.7 hereof, the foregoingHolders 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, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company and the Trustee may amend or supplement this IndentureIndenture (including Sections 3.09, 4.12 and 4.17 hereof) and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount at maturity of the Notes then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive 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 IndentureIndenture or the Notes may be waived with the consent of the Holders of a majority in aggregate principal amount at maturity of the then outstanding Notes voting as a single class (including without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes or the Security DocumentsNotes). Upon the request of the Issuer Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, 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 7.02 hereof7.02, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount at maturity of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer and the Trustee may amend this Indenture or supplement this Indenture, the Notes may be amended or any of supplemented with either (i) the Security Documents written consent (or as otherwise in accordance with the consent Applicable Procedures) of the Holders of at least a majority in aggregate principal amount Principal Amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or a tender offer or exchange offer for, or purchase of, Notes), andor (ii) by the adoption of a resolution, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event at a meeting of Default (other than a Default or Event of Default in the payment Holders of the principal ofoutstanding Notes at which a quorum is present, premium, if any, or interest on by the Notes, except Holders of at least a payment default resulting from an acceleration that has been rescinded) or compliance with any provision majority in aggregate Principal Amount of the outstanding Notes represented at such meeting. Section 2.09 shall determine which Notes are considered to be “outstanding” for purposes of this Indenture, the Notes or the Security DocumentsSection 9.02. Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, 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 7.02 hereof7.02, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentIndenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiversupplement, but it shall be sufficient if such consent approves the substance thereof. After an amendment, amendment or supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement amendment or waiversupplement. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiverIndenture. Notwithstanding the foregoingHowever, without the consent or affirmative vote of each Holder affected, an amendment or waiver supplement under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, the Subsidiary Guarantees and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with voting as a tender offer or exchange offer for, or purchase of, Notes)single class, and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes Subsidiary Guarantees or the Security DocumentsNotes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes voting as a single class. Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, 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 7.02 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement 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 Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding the foregoing, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):indenture or

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer and the Trustee may amend this Indenture or supplement this Indenture, the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate 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), and any existing default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, for Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security Documents. Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, 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 7.02 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment 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 other such amendmentIndenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. Neither the Company nor any of its Restricted Subsidiaries shall, 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 terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid or is paid to all Holders of the Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders 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 affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, any Guarantee and the Notes or any of the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding, other than Notes beneficially owned by the Company or any of its Affiliates, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes, and any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes issued thereunder may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes, other than Notes beneficially owned by the Company or any of its Affiliates (including consents obtained in connection with a purchase of or tender offer or exchange offer for, or purchase of, for such Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security Documents. Upon the request of the Issuer Company accompanied by a resolution of the Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, 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 7.02 hereof7.02(b) hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantors in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement 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 of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding the foregoing, without Without the consent of each affected Holder affectedof Notes, an amendment or waiver under this Section 9.02 may not (not, with respect to any Notes held by a non-consenting Holder)::

With Consent of Holders of Notes. Except as provided below in this Section 9.029.02 or as provided in Section 10.13 or Section 12.13 of this Indenture, the Issuer and the Trustee may amend or supplement this Indenture, the Notes and the Subsidiary Guarantees may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including including, without limitation, consents obtained in connection with a purchase of, or a tender offer or exchange offer for, or purchase of, Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security DocumentsSubsidiary Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or a tender offer or exchange offer for, the Notes). Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereofan Officers' Certificate and an Opinion of Counsel, the Trustee shall join with the Issuer Company and the Guarantors in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretionmay, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement 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 Company shall mail to the Holders of each Note affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding Subject to Sections 6.04, 6.07, 10.13 and 12.13 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding may amend or waive compliance in a particular instance by the Company or the Guarantors with any provision of this Indenture or the Notes or the Subsidiary Guarantees. However, without the consent of each Holder affected, an amendment amendment, or waiver under this Section 9.02 may not (with respect to any Notes Note held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in below, this Section 9.02, the Issuer and the Trustee may amend Indenture or supplement this Indenture, the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate 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, the Notes), and any existing default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security Documents. Upon the request of the Issuer Company accompanied by a resolution of the Board Resolution of Directors of the Company, authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, 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 7.02 7.2 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture affects the Trustee's own rights, duties or immunities under this Indenture 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 other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding the foregoing, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Issuer, the Parent Guarantor and the Trustee may amend or supplement this Fifth Supplemental Indenture, the Guarantee and the Notes or any of the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive 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, premium or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Fifth Supplemental Indenture, the Notes Guarantee or the Security DocumentsNotes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuer accompanied by a Board Resolution resolution of its board of directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, 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 7.02 hereof, the Trustee shall join with the Issuer in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties or immunities under this Fifth Supplemental 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 other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement 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 of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding the foregoing, without Without the consent of each affected Holder affectedof Notes, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer The Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or any of the Security Documents with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent ) and subject to Sections 6.04 and 6.07 hereof, may waive 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, Indenture or the Notes may be waived with the written consent of the Holders of at least a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for the Security DocumentsNotes). Upon the written request of the Issuer Company, accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment 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 other such amendmentindenture. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendmenta supplement, supplement amendment or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of each Note affected thereby a notice briefly describing the amendmentsupplement, supplement amendment or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture, amendment or waiver. Notwithstanding Subject to Sections 6.04(a) and 6.07 hereof, the foregoingHolders 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, an a supplement, amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer The Company and the Trustee may amend or supplement this Indenture, the Pledge Agreement or the Notes or any of the Security Documents amended or 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 Notes (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive 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, the Notes Pledge Agreement or the Security DocumentsNotes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for the Notes). Upon the request of the Issuer Company accompanied by a resolution of the Board Resolution of Directors of the Company authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, 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 7.02 hereof9.06, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment 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 other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07, the foregoingHolders of a majority in aggregate principal amount of the then outstanding Notes 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, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-non- consenting Holder):Holder of Notes): (i) reduce the percentage in principal amount outstanding of Notes whose Holders shall consent to an amendment, supplement or waiver or consent to take any action under this Indenture or the Notes; (ii) reduce the principal or extend the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes (other than Section 4.11 or Section 4.15 hereof); (iii) reduce the rate of or change the time for payment of interest on any Notes; (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 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, or any premium or accrued interest thereon, 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 of Notes to receive payments of principal of, premium, if any, or interest on the Notes; (vii) waive a redemption payment with respect to any Note (other than a payment required by Section 4.11 or Section 4.15 hereof); (viii) make any change in the foregoing amendment and waiver provisions; (ix) impair the right to institute suit for the enforcement of any payment on or with respect to the Notes; (x) adversely affect the ranking of the Notes in a manner adverse to the holders of the Notes; or (xi) release any Collateral from the Lien created by the Pledge Agreement, except in accordance with the terms thereof. In addition, without the consent of the holders of at least 66 2/3% in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for Notes), no amendment to this Indenture may make any change in, and no waiver may be made with respect to any Default in the performance of, Section 4.11 or Section 4.15 hereof.

With Consent of Holders of Notes. Except as provided below in this Section 9.0211.02, the Issuer Company and the Trustee may amend or supplement this Indenture, Indenture and the Notes or any of the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, with such consent and subject to Sections 6.04 8.04 and 6.07 8.07 hereof, may waive 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 Default resulting from an acceleration that has been rescinded) or compliance with any provision of this IndentureIndenture or the Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Sections 2.08 and 2.09 hereof shall determine which Notes or the Security Documentsare considered to be "outstanding" for purposes of this Section 11.02. Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Trustees authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, 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 7.02 9.02 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment 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 or other such amendmentIndenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 11.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 8.04 and 8.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 11.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, the Notes or any of the Security Documents Note Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer foroffer, or purchase of, for Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security DocumentsNote Guarantees may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with or a tender offer or exchange offer for the Notes). Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, 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 7.02 9.06 hereof, the Trustee shall join with the Issuer Company and the Subsidiary Guarantors in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretionmay, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement 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 Company shall mail to the Holders of each Note affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding Subject to Sections 6.02, 6.04 and 6.07, hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding may amend or waive compliance in a particular instance by the Company or the Subsidiary Guarantors with any provision of this Indenture, the Notes or the Note Guarantees. However, without the consent of each Holder affected, an amendment amendment, or waiver under this Section 9.02 may not (with respect to any Notes Note held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.029.02 or as provided in Section 10.13 or Section 12.13 of this Indenture, the Issuer and the Trustee may amend or supplement this Indenture, the Notes and the Subsidiary Guarantees may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount at maturity of the Notes then outstanding (including including, without limitation, consents obtained in connection with a purchase of, or a tender offer or exchange offer for, or purchase of, for Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security DocumentsSubsidiary Guarantees may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of or a tender offer or exchange offer for the Notes). 63 Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, 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 7.02 hereofan Officers' Certificate and an Opinion of Counsel, the Trustee shall join with the Issuer Company and the Guarantors in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretionmay, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement 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 Company shall mail to the Holders of each Note affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding Subject to Sections 6.04, 6.07, 10.13 and 12.13 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding may amend or waive compliance in a particular instance by the Company or the Guarantors with any provision of this Indenture or the Notes or the Subsidiary Guarantees. However, without the consent of each Holder affected, an amendment amendment, or waiver under this Section 9.02 may not (with respect to any Notes Note held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company and the Trustee may amend or supplement this Indenture, Indenture (including Sections 4.07 and 4.08 hereof) and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive 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 or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for the Security DocumentsNotes). Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, 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 7.02 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment 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 other such amendmentIndenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders 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 affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company, the Guarantors and the Trustee may amend or supplement this Indenture, Indenture and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate 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, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security Documents. Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, 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 7.02 9.06 hereof, the Trustee shall join with the Issuer Company and the Guarantors in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment 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 other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders 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, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company, the Guarantors and the Trustee may amend or supplement this IndentureIndenture (including Sections 3.09, 4.10 and 4.14 hereof), the Note Guarantees and the Notes or any of the Security Documents with the consent of the Holders of at least a majority in aggregate 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), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture, the Note Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, for Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security Documents. Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, 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 7.02 hereof, the Trustee shall join with the Issuer Company and the Guarantors in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment 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 or other such amendmentIndenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement 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 Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company or the Guarantors with any provision of this Indenture, the Notes or the Note Guarantees. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes or Note Guarantees held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer and the Trustee may amend this Indenture or supplement this Indenture, the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer foroffer, or purchase of, for Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive 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 or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with or a tender offer or exchange offer for the Security DocumentsNotes). Upon the request of the Issuer NEHC accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, 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 7.02 9.06 hereof, the Trustee shall join with the Issuer NEHC in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretionmay, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement 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 NEHC shall mail to the Holders of each Note affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer NEHC 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 indenture or waiver. Notwithstanding Subject to Sections 6.02, 6.04 and 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding may amend or waive compliance in a particular instance by NEHC with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment amendment, or waiver under this Section 9.02 may not (with respect to any Notes Note held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, the Notes or any of and the Security Documents Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof6.07, may waive 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, premium or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes Guarantees or the Security DocumentsNotes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 and Section 2.09 shall determine the Notes that are considered to be “outstanding” for the purposes of this Section 9.02. Upon the written request of the Issuer accompanied by a Board Resolution resolutions of its board of directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, 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 7.02 hereof7.02, the Trustee shall join with the Issuer in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretionmay, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement 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 of the Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding the foregoing, without Without the consent of each affected Holder affectedof Notes, an amendment or waiver under this Section 9.02 may not (not, with respect to any Notes held by a non-consenting Holder)::

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Guarantees and the Notes or any of the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes Guarantees or the Security DocumentsNotes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for the Notes). Upon the request of the Issuer Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, 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 7.02 9.06 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment 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 other such amendmentIndenture. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture Indenture, Guarantee or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding may waive any existing Default or compliance in a particular instance by the Company with any provision of this Indenture, the Guarantees or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):