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 Issuers, the Guarantors and the Trustee may amend or supplement this Indenture (including, without limitation, Section 4.10 and Section 4.14 hereof), the Notes and the Note Guarantees with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or Exchange Offer for, Notes), and, subject to Section 6.04 and Section 6.07 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture, the Notes or the Note Guarantees 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 purchase of, or tender offer or Exchange Offer for, Notes). Upon the request of the Issuers accompanied by resolutions of their respective Boards of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Issuers and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental indenture. It is not necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it is sufficient if such consent approves the substance of the proposed amendment or waiver. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amendment, supplement or waiver. Subject to Section 6.04 and Section 6.07 hereof, the Holders of a majority in aggregate principal amount of the then outstanding Notes 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 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 IssuersIssuer, the Guarantors and the Trustee may amend or supplement this Indenture (including, without limitation, Section 4.10 and Section 4.14 hereof)Indenture, the Notes, any Guarantee, the Collateral Documents relating to the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, including consents obtained in connection with a tender offer or exchange offer for, or purchase of, or tender offer or Exchange Offer for, the Notes), and, subject to Section Sections 6.04 and Section 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, 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, any Guarantee, the Collateral Documents relating to the Notes or the Note Guarantees Notes may be waived with the consent of the Holders of a majority in aggregate 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, or tender offer or Exchange Offer for, the Notes). Upon the request of the Issuers Issuer accompanied by resolutions a resolution of their respective Boards its board of Directors directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will shall join with the Issuers and the Guarantors Issuer in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental indenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will Issuer shall send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuer to send such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental indenture or waiver. Subject to Section 6.04 and Section 6.07 hereof, the Holders of a majority in aggregate principal amount of the then outstanding Notes 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 Note Guarantees. However, 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 Issuersor as provided in Section 10.13 or Section 12.13, the Guarantors and the Trustee may amend or supplement this Indenture (including, without limitation, Section 4.10 and Section 4.14 hereof)Indenture, the Notes and or the 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 Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or Exchange Offer forexchange offer, for Notes), and, subject to Section 6.04 and Section 6.07 hereof, any existing Default or Event of Default default or compliance with any provision of this Indenture, the Notes or the Note Guarantees 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 or a purchase of, or tender offer or Exchange Offer for, exchange offer for the Notes). Upon the request of the Issuers Company accompanied by resolutions a resolution of their respective Boards its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.6 hereof, the Trustee will shall join with the Issuers Company and the Subsidiary Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretionmay, but will shall not be obligated to, enter into such amended or supplemental indenture. It is 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 or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.02 9.2 becomes effective, the Company will send shall mail to the Holders of Notes each Note affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental indenture or waiver. Subject to Section 6.04 Sections 6.2, 6.4, 6.7, 10.13 and Section 6.07 12.13 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes voting as a single class 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 9.02, the Issuers, the Guarantors and the Trustee may amend or supplement this Indenture (including, without limitation, Section 4.10 and Section 4.14 hereof), or the Notes and the Note Guarantees of any series may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class of each series affected (including, without limitation, consents obtained in connection with a purchase of, or a tender offer or Exchange Offer exchange offer for, Notes), ) and, subject to Section Sections 6.04 and Section 6.07 hereof6.07, any existing Default or Event of Default or compliance with any provision of this Indenture, Indenture or the Notes or the Note Guarantees of any series may be waived waived, including by way of amendment, with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes voting as a single class of each series affected (including including, without limitation, consents obtained in connection with a purchase of, or a tender offer or Exchange Offer 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 Issuers accompanied by resolutions a resolution of their respective Boards boards of directors or the Board of Directors of CCI authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of 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 will shall join with the Issuers and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental indenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will send Applicable Issuers shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Applicable Issuers to send mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental indenture or waiver. Subject to Section Sections 6.04 and Section 6.07 hereof6.07, the Holders of a majority in aggregate principal amount of the then outstanding Notes voting as a single class of each affected series may waive compliance in a particular instance by the Company Applicable Issuers with any provision of this Indenture, the Notes Indenture or the Note Guaranteessuch 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 9.0210.02, the IssuersCompany, the Guarantors and the Trustee may amend or supplement this Indenture (includingIndenture, without limitation, Section 4.10 and Section 4.14 hereof)any Collateral Agreement, the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, including Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a tender offer or exchange offer for, or purchase of, or tender offer or Exchange Offer for, Notesthe Notes and Note Guarantees), and, subject to Section 6.04 Sections 7.04 and Section 6.07 7.07 hereof, any existing Default or Event or Default (other than a Default or Event of Default in the payment of the principal and Aggregate Accreted Principal Amount of, 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, any Collateral Agreement or the Notes or the and Note Guarantees may be waived with the consent of the Holders of a majority in aggregate 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, or tender offer or Exchange Offer for, the Notes). Upon the request of the Issuers Company accompanied by resolutions of their respective Boards of Directors a Board Resolution authorizing the execution of any such amended or supplemental indentureIndenture, 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 8.02 hereof, the Trustee will shall join with the Issuers and the Guarantors Company in the execution of such amended or supplemental indenture Indenture, the Notes, the Note Guarantees or any Collateral Agreement unless such amended or supplemental indenture Indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental indentureIndenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 10.02 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will send shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amendmentamended or supplemental Indenture, supplement Notes, Note Guarantees or Collateral Agreement or waiver. In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent under this Indenture, Notes owned by the Company, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, shall be considered as though not outstanding; provided, however, that no Holder shall be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control with the Company solely by reason of ownership of such Notes. A change in a defined term used in this Section 10.02 shall be deemed to be a change to this Section 10.02. 105 Subject to Section 6.04 Sections 7.04 and Section 6.07 7.07 hereof, the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class may waive compliance by the Company, the Guarantors or the Trustee in a particular instance by the Company with any provision of this Indenture, any Collateral Agreement, the Notes or the Note Guarantees. However, without the consent of each Holder affected, an amendment amendment, supplement or waiver under this Section 9.02 10.02 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 Issuers, the Guarantors Issuers and the Trustee may amend or supplement this Indenture (including, without limitation, Section 4.10 and Section 4.14 hereof)Indenture, the Notes and Notes, the Note Subsidiary Guarantees or the Collateral Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, or tender offer or Exchange Offer for, the Notes), and, subject to Section Sections 6.04 and Section 6.07 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture, the Notes Notes, the Subsidiary Guarantees or the Note Guarantees Collateral Documents 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 including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, or tender offer or Exchange Offer for, the Notes). The Issuers 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 their duly designated proxies, and only such Persons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 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 Issuers accompanied by resolutions a resolution of their respective Boards Management Committee or Board of Directors Directors, as applicable, authorizing the execution of any such amended or supplemental indentureIndenture, 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 will shall join with the Issuers and the Subsidiary Guarantors in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture Indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental indentureIndenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will send Issuers shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuers to send mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental Indenture or waiver. Subject to Section Sections 6.04 and Section 6.07 hereof, the Holders of a majority in aggregate principal amount of the then outstanding Notes voting as a single class may waive compliance in a particular instance by the Company Issuers or the Subsidiary Guarantors with any provision of this Indenture, the Notes Subsidiary Guarantees, the Collateral Documents or the Note GuaranteesNotes. 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 Issuers, the Guarantors and the Trustee may amend or supplement this Indenture (includingincluding Sections 3.09, without limitation4.10, Section 4.10 4.11 and Section 4.14 4.16 hereof), the Notes and Notes, the Note Guarantees and the Collateral Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or Exchange Offer exchange offer for, Notes), and, subject to Section Sections 6.04 and Section 6.07 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture, the Notes or Notes, the Note Guarantees or the Collateral Documents may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes voting as a single class (including including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, or tender offer or Exchange Offer for, the Notes). Upon the request of the Issuers accompanied by resolutions a resolution of each of their respective Boards of Directors authorizing the execution of any such amended or supplemental indentureIndenture, 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 will shall join with the Issuers and the Guarantors in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture Indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental indentureIndenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will send Issuers shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuers to send mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental Indenture or waiver. Subject to Section Sections 6.04 and Section 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes voting as a single class may waive compliance in a particular instance by the Company Issuers with any provision of this Indenture, the Notes Indenture or the Note GuaranteesNotes. 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 Issuers, the Guarantors Company and the Trustee may amend or supplement this Indenture (includingincluding Section 3.09, without limitation, Section 4.10 and Section 4.14 4.15 hereof), ) and the Notes and the 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 Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or Exchange Offer for, exchange offer for the Notes), and, subject to Section Sections 6.04 and Section 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, 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 the Note Guarantees 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 purchase of, or tender offer or Exchange Offer for, exchange offer for the Notes). Upon the request of the Issuers Company accompanied by resolutions a resolution of their respective Boards its Board of Directors authorizing the execution of any such amended or supplemental indentureIndenture, 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 7.02(b) hereof, the Trustee will shall join with the Issuers and the Guarantors Company in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture directly Indenture, by its express terms, affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental 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 their duly designated proxies, and only such Persons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided, that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 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 is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will send shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental Indenture or waiver. Subject to Section Sections 6.04 and Section 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes Indenture or the Note GuaranteesNotes. 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 Issuers, the Guarantors Issuer and the Trustee may amend or supplement this Indenture (including, without limitation, Section 4.10 and Section 4.14 hereof)Indenture, the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, or tender offer or Exchange Offer for, the Notes), and, subject to Section Sections 6.04 and Section 6.07 hereof6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, 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 Note Guarantees 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, or tender offer or Exchange Offer for, 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 request of the Issuers Issuer accompanied by resolutions of their respective Boards its board of Directors directors authorizing the execution of any such amended or supplemental indentureindenture or waiver, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof9.05, the Trustee will shall join with the Issuers and the Guarantors Issuer in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental indenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will send Issuer shall mail to the Holders of the Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuer to send mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental indenture or waiver. Subject to Section 6.04 and Section 6.07 hereof, the Holders of a majority in aggregate principal amount of the then outstanding Notes 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 Note Guarantees. However, 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 Issuers, the Guarantors Company and the Trustee may amend or supplement this Indenture (including, without limitation, Section 4.10 and Section 4.14 hereof), the Notes and the Note Guarantees may be amended or supplemented with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or Exchange Offer for, exchange offer for the Notes), and, subject to Section Sections 6.04 and Section 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, 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 Note Guarantees may be waived with the written consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including consents obtained in connection with a purchase of, or tender offer or Exchange Offer for, exchange offer for the Notes); provided that no such amendment, supplement or waiver may, without the consent of Holders of at least 66 2/3% in aggregate principal amount of Notes at the time outstanding, modify the provisions (including the defined terms used therein) of Section 4.07 hereof in a manner adverse to the Holders. Upon the request of the Issuers Company accompanied by resolutions a resolution of their respective Boards its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee will shall join with the Issuers and the Guarantors Company in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its sole discretion, but will shall not be obligated to, enter into such amended or supplemental indenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it is shall be sufficient if such consent approves the substance thereof. The calculation of the proposed amendment or waiverHolders of Notes so consenting shall be made pursuant to Section 2.09 hereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will send shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental indenture or waiver. Subject to Section Sections 6.04 and Section 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes voting as a single class may waive compliance in a particular instance by the Company or a Guarantor with any provision of this Indenture, the Notes Indenture or the Note GuaranteesNotes. However, without the written 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 Issuers, the Guarantors and the Trustee may amend or supplement this Indenture (including, without limitation, Section 4.10 and Section 4.14 hereof)Indenture, the Notes and or the Note Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or Exchange Offer exchange offer for, Notes), and, subject to Section 6.04 and Section 6.07 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture, the Notes or the Note Guarantees 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 including, without limitation, consents obtained in connection with a purchase of, or tender offer or Exchange Offer exchange offer for, Notes). Upon the request of the Issuers Company accompanied by resolutions a resolution of their respective Boards its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Issuers Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental indentureIndenture. It is not necessary for the consent of the Holders of Notes under this Section 9.02 Indenture to approve the particular form of any proposed amendment amendment, supplement or waiver, but it is sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amendment, supplement or waiver. Subject to Section 6.04 and Section 6.07 hereof, the Holders of a majority in aggregate principal amount of the then outstanding Notes 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 Note Guarantees. However, without 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 Issuers, the Guarantors and the Trustee may amend or supplement this Indenture (including, without limitation, Section 4.10 and Section 4.14 hereof4.14), the Notes and the Note Guarantees with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or Exchange Offer for, Notes), and, subject to Section 6.04 and Section 6.07 hereof6.07, any existing Default or Event of Default or compliance with any provision of this Indenture, the Notes or the Note Guarantees 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 purchase of, or tender offer or Exchange Offer for, Notes). Upon the request of the Issuers accompanied by resolutions of their respective Boards of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof7.02, the Trustee will join with the Issuers and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental indenture. It is not necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it is sufficient if such consent approves the substance of the proposed amendment amendment, supplement or waiver. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amendment, supplement or waiver. Subject to Section 6.04 and Section 6.07 hereof6.07, the Holders of a majority in aggregate principal amount of the then outstanding Notes 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 Note Guarantees. 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 Section 9.01 or in this Section 9.02, the IssuersIssuer, the Guarantors Notes Collateral Agent and the Trustee may amend or supplement this Indenture (includingIndenture, without limitation, Section 4.10 and Section 4.14 hereof)any related Guarantee, the Notes Notes, the Security Documents, any Equal Priority Intercreditor Agreement, any Junior Priority Intercreditor Agreement and the Note Guarantees Escrow Agreement with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (includingoutstanding, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or Exchange Offer exchange offer for, Notes), and, subject to Section Sections 6.04 and Section 6.07 hereof6.07, any existing Default or Event of Default (other than a continuing Default in the payment of interest on, premium, if any, or the principal of, any Note, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes issued under this Indenture, the Notes Escrow Agreement, any Equal Priority Intercreditor Agreement, any Junior Priority Intercreditor Agreement or the Note Guarantees any Security Document 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 purchase of, or tender offer or Exchange Offer exchange offer for, the Notes). Upon Sections 2.08 and 2.09 shall determine which Notes are considered to be “outstanding” for the request purposes of this Section 9.02. Notwithstanding the Issuers accompanied by resolutions of their respective Boards of Directors authorizing the execution of any such amended or supplemental indentureforegoing, and upon the filing with the Trustee of evidence satisfactory to the Trustee of without the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee at least 66 2/3% in aggregate principal amount of the documents described Notes then outstanding, no amendment or waiver may (A) make any change in Section 7.02 hereofany Security Document, any Equal Priority Intercreditor Agreement, any Junior Priority Intercreditor Agreement or the provisions in this Indenture dealing with Collateral or application of trust proceeds of the Collateral with the effect of releasing the Liens on all or substantially all of the Collateral which secure the Secured Notes Obligations or (B) change or alter the priority of the Liens securing the Secured Notes Obligations in any material portion of the Collateral in any way materially adverse, taken as a whole, to the Holders, other than, in each case, as provided under the terms of this Indenture, the Trustee will join with the Issuers and the Guarantors in the execution of such amended Security Documents, any Equal Priority Intercreditor Agreement or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental indentureany Junior Priority Intercreditor Agreement. It is not necessary for the 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 or waiver, but it amendment. It is sufficient if such consent approves the substance of the proposed amendment. A consent to any amendment or waiverwaiver 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 Company will send 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 Company Issuer to send mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver. Subject to Section 6.04 and Section 6.07 hereof, the Holders of a majority in aggregate principal amount of the then outstanding Notes 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 Note Guarantees. However, 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 Issuers, the Guarantors and the Trustee may amend or supplement this Indenture (includingincluding Sections 3.09, without limitation, Section 4.10 4.06 and Section 4.14 4.07 hereof), the Notes Guarantees and the Note Guarantees Notes with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or Exchange Offer exchange offer for, the Notes), and, subject to Section Sections 6.04 and Section 6.07 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture, the Notes Guarantees or the Note Guarantees 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 purchase of, or tender offer or Exchange Offer for, exchange offer for the Notes). Upon the request of the Issuers accompanied by resolutions a resolution of their respective Boards the Board of Directors of the Company (in the case of the Company) and of the Board of Directors of Finance Co and each of the Guarantors (in the case of Finance Co and each of the Guarantors) authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof7.02(b) hereof stating that any such amended or supplemental indenture complies with this Section 9.02, the Trustee will shall join with the Issuers and each of the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental indenture. It is 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 amendment, supplement or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will send Issuers shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuers to send mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental indenture or waiver. Subject to Section Sections 6.04 and Section 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes voting as a single class may waive compliance in a particular instance by the Company Issuers with any provision of this Indenture, the Notes Indenture or the Note GuaranteesNotes. 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 IssuersCompany, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture (including, without limitation, Section 4.10 including Sections 4.07 and Section 4.14 4.08 hereof), the Notes and the Note Guarantees or any Collateral Document with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or Exchange Offer for, exchange offer for the Notes), and, subject to Section Sections 6.04 and Section 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, 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 Note Guarantees any Collateral Document 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 purchase of, or tender offer or Exchange Offer for, exchange offer for the Notes). Upon the request of the Issuers Company accompanied by resolutions a resolution of their respective Boards its Board of Directors authorizing the execution of any such amended or supplemental indentureIndenture, 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 will shall join with the Issuers and the Guarantors Company in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture directly Indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental indentureIndenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will send shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental Indenture or waiver. Subject to Section Sections 6.04 and Section 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes 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 Note Guaranteesany Collateral Document. 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 Issuers, the Guarantors and the Trustee may amend or supplement this Indenture (including, without limitation, Section 4.10 and Section 4.14 hereof4.14), the Notes and Notes, the Note Guarantees and the Security Documents with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or Exchange Offer exchange offer for, NotesNotes and subject, in the case of the Security Documents, to any further requirements in the Collateral Trust Agreement), and, subject to Section 6.04 and Section 6.07 hereof6.07, any existing Default or Event of Default or compliance with any provision of this Indenture, the Notes or Notes, the Note Guarantees or the Security Documents 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 purchase of, or tender offer or Exchange Offer exchange offer for, NotesNotes and subject, in the case of the Security Documents, to any further requirements in the Collateral Trust Agreement). Upon the request of the Issuers accompanied by resolutions of their respective Boards of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof7.02, the Trustee will join with the Issuers and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental indenture. It is not necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it is sufficient if such consent approves the substance of the proposed amendment amendment, supplement or waiver. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amendment, supplement or waiver. Subject to Section 6.04 and Section 6.07 hereof6.07, the Holders of a majority in aggregate principal amount of the then outstanding Notes 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 Note Guarantees. 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 non‑consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02SECTION 9.2, the Issuers, the Guarantors Company and the Trustee may amend or supplement this Indenture (including, without limitation, Section 4.10 and Section 4.14 hereof)Indenture, the Subsidiary Guarantees or the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or Exchange Offer exchange offer for, Notes), ) and, subject to Section 6.04 and Section 6.07 hereofSECTIONS 6.4 AND 6.7, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes or the Note Guarantees 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 purchase of, or tender offer or Exchange Offer for, exchange offer for Notes). Upon the request of the Issuers Company accompanied by resolutions a Board Resolution of their respective Boards its Board of Directors authorizing the execution of any such amended or supplemental indentureIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaidherein provided, and upon receipt by the Trustee of the documents described in Section 7.02 hereofSECTION 9.6, the Trustee will shall join with the Issuers Company and the Subsidiary Guarantors in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture directly Indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental indenture. It is not necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it is sufficient if such consent approves the substance of the proposed amendment or waiver. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amendment, supplement or waiverIndenture. Subject to Section 6.04 and Section 6.07 hereofSECTIONS 6.4 AND 6.7, the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes voting as a single class may waive compliance in a particular instance by the Company and the Subsidiary Guarantors with any provision of this Indenture, the Notes Indenture or the Note GuaranteesNotes. 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. Section 902 of the Original Indenture is hereby amended to read in its entirety as follows with respect to the Notes: “Except as provided above in Section 901 and below in this Section 9.02902, the IssuersCompany, the Guarantors and the Trustee may amend or supplement this Indenture (including, without limitation, Section 4.10 and Section 4.14 hereof)Indenture, the Notes and or the Note Subsidiary Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or Exchange Offer for, Notes), and, subject to Section 6.04 and Section 6.07 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture, the Notes or the Note Guarantees 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 purchase of, or tender offer or Exchange Offer exchange offer for, Notes), and, subject to Sections 508 and 513 hereof, any existing Default or Event of Default with respect to the Notes or compliance with any provision of this Indenture, the Notes or the Subsidiary Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including consents obtained in connection with a purchase of, tender offer or exchange offer for Notes). Upon the request of the Issuers Company accompanied by resolutions a resolution of their respective Boards its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents Opinion of Counsel described in Section 7.02 903 hereof, the Trustee will shall join with the Issuers Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental indenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 902 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will send shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental indenture or waiver. Subject to Sections 508 and 513 hereof and to the last paragraph of this Section 6.04 and Section 6.07 hereof902, the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes Indenture or the Note GuaranteesNotes. 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. Section 902 of the Original Indenture is hereby amended to read in its entirety as follows with respect to the Notes: “Except as provided above in Section 901 and below in this Section 9.02902, the IssuersCompany, the Guarantors and the Trustee may amend or supplement this Indenture (including, without limitation, Section 4.10 and Section 4.14 hereof)Indenture, the Notes and or the Note Subsidiary 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 Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or Exchange Offer for, Notes), and, subject to Section 6.04 and Section 6.07 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture, the Notes or the Note Guarantees 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 purchase of, or tender offer or Exchange Offer exchange offer for, Notes), and, subject to Sections 508 and 513 hereof, any existing Default or Event of Default with respect to the Notes or compliance with any provision of this Indenture, the Notes or the Subsidiary Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including consents obtained in connection with a purchase of, tender offer or exchange offer for Notes). Upon the request of the Issuers Company accompanied by resolutions a resolution of their respective Boards its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents Opinion of Counsel described in Section 7.02 903 hereof, the Trustee will shall join with the Issuers Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental indenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 902 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will send shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental Indenture or waiver. Subject to Sections 508 and 513 hereof and to the last paragraph of this Section 6.04 and Section 6.07 hereof902, the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes Indenture or the Note GuaranteesNotes. 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 IssuersCompany, the Guarantors and the Trustee may amend or supplement this Indenture (including, without limitation, Section 4.10 and including Section 4.14 hereof), the Notes Note Guarantees, the Collateral Documents, the Intercreditor Agreement, and the Note Guarantees Notes with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, including consents obtained in connection with a tender offer or exchange offer for, or purchase of, or tender offer or Exchange Offer for, the Notes), and, subject to Section Sections 6.04 and Section 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, 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 Collateral Documents, the Intercreditor Agreement, the Note Guarantees or the Notes may be waived with the consent of the Holders of a majority in aggregate 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, or tender offer or Exchange Offer for, the Notes). Upon the request of the Issuers Company accompanied by resolutions a resolution of their respective Boards its Board of Directors authorizing the execution of any such amended or supplemental indentureIndenture, 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 will shall join with the Issuers and the Guarantors Company in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture Indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental indentureIndenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will send shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental Indenture or waiver. Subject to Section Sections 6.04 and Section 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding Notes voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes Collateral Documents, the Intercreditor Agreement, or the Note GuaranteesNotes. 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 Issuers, the Guarantors Trustee and the Trustee Collateral Agent may amend or supplement this the Indenture (includingincluding Sections 3.09, without limitation, Section 4.10 4.06 and Section 4.14 4.07 hereof), the Notes and the other Note Guarantees Documents with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or Exchange Offer exchange offer for, the Notes), and, subject to Section 6.04 and Section 6.07 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture, the Indenture or the Notes or the Note Guarantees 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 including, without limitation, consents obtained in connection with a purchase of, or tender offer or Exchange Offer for, exchange offer for the Notes). Upon the request of the Issuers accompanied by resolutions a resolution of their respective Boards the Board of Directors of the Company authorizing the execution of any such amended or supplemental indentureindenture or amendment or supplement to any Note Document, and upon the filing with the Trustee and Collateral Agent, if applicable, of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee and Collateral Agent, if applicable, of the documents described in Section 7.02 9.06 hereof, the Trustee will and Collateral Agent, if applicable, shall join with the Issuers and the Guarantors in the execution of such amended or supplemental indenture or amendment or supplement to any Note Document unless such amended or supplemental indenture directly or amendment or supplement to such Note Document affects the Trustee’s or Collateral Agent’s own rights, duties or immunities under this the Indenture or otherwise, in which case each of the Trustee and Collateral Agent may in its discretion, but will shall not be obligated to, enter into such amended or supplemental indentureindenture or amendment or supplement to such Note Document. It is 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 amendment, supplement or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will Issuers shall send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuers to send such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental indenture or waiver. Subject to Section 6.04 and Section 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes voting as a single class may waive future compliance in a particular instance by the Company Issuers with any provision of the Indenture or the Notes. Notwithstanding other provisions of this IndentureSection 9.02, unless consented to by the Holders of at least 66.67% of the aggregate principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a tender offer or exchange offer for the Notes), an amendment, supplement or waiver under this Section 9.02 may not release the Liens for the benefit of the Holders of the Notes on all or substantially all of the Collateral, other than in accordance with the Note GuaranteesDocuments. HoweverNotwithstanding other provisions of this Section 9.02, 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. (a) Except as provided below in this clause (b) of Section 9.02, the IssuersIssuer, the Guarantors Guarantors, as applicable, the Trustee and the Trustee Collateral Trustee, as applicable, may amend or supplement this Indenture (including, without limitation, Section 4.10 and Section 4.14 hereof)Indenture, the Notes and the Note Noteholder Collateral Platform Guarantees with respect to the Notes with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or Exchange Offer exchange offer for, the Notes), and, subject to Section Sections 6.04 and Section 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, 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 the Note Guarantees and its consequences may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or Exchange Offer exchange offer for, the Notes). Upon the request of the Issuers Issuer accompanied by resolutions a resolution of their respective Boards its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 14.02 hereof, the Trustee will shall join with the Issuers Issuer and the Guarantors Guarantors, as applicable, in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties duties, liabilities or immunities under this Indenture indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental indenture. It is 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 amendment, supplement or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will send Issuer shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuer to send mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental indenture or waiver. Subject to Section 6.04 and Section 6.07 hereof, the Holders of a majority in aggregate principal amount of the then outstanding Notes 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 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. (a) Except as provided below in this Section 9.029.02(a) and Section 9.02(e) hereof, the IssuersCompany, the Guarantors Guarantors, and the Trustee and Second Lien Collateral Trustee may amend or supplement this Indenture Indenture, the Notes, the Note Guarantees, the Second Lien Collateral Trust Agreement, the other Security Documents, the First Lien/Second Lien Intercreditor Agreement and any other Approved Intercreditor Agreement may be amended or supplemented, subject to the terms of the Second Lien Collateral Trust Agreement, the First Lien/Second Lien Intercreditor Agreement and any other Approved Intercreditor Agreement, where applicable, with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, Section 4.10 and Section 4.14 hereofconsents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, or interest on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes, the Note Guarantees, the Second Lien Collateral Trust Agreement, the other Security Documents, the First Lien/Second Lien Intercreditor Agreement or any other Approved Intercreditor Agreement may be waived, subject to the terms of the Second Lien Collateral Trust Agreement and the First Lien/Second Lien Intercreditor Agreement, where applicable, with the consent of the Holders of a majority in aggregate principal amount 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); provided that any such amendment, supplement or waiver to release the security interests in the Collateral granted in favor of the Second Lien Collateral Trustee for the benefit of the Trustee and the Holders of the Notes (other than pursuant to the terms of this Indenture, Second Lien Collateral Trust Agreement, the Security Documents, the First Lien/Second Lien Intercreditor Agreement or any other Approved Intercreditor Agreement, as applicable) shall (i) in respect of all or substantially all of the Collateral, require the consent of the Holders of 100% in aggregate principal amount of the Notes and (ii) in respect of Collateral with a Fair Market Value greater than $75.0 million (but, for the Note Guarantees avoidance of doubt, less than all or substantially all of the Collateral), require the consent of the Holders of at least 66 2/3% in aggregate principal amount of the Notes. 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 aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or Exchange Offer exchange offer for, Notes), and, subject to Section 6.04 and Section 6.07 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture, the Notes or the Note Guarantees 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 purchase of, or tender offer or Exchange Offer for, Notes). Upon the request of the Issuers accompanied by resolutions of their respective Boards of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Issuers and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental indenture. It is not necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it is sufficient if such consent approves the substance of the proposed amendment or waiver. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amendment, supplement or waiver. Subject to Section 6.04 and Section 6.07 hereof, the Holders of a majority in aggregate principal amount of the then outstanding Notes 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 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. Section 902 of the Original Indenture is hereby amended to read in its entirety as follows with respect to the Notes: “Except as provided above in Section 901 and below in this Section 9.02902, the IssuersCompany, the Guarantors and the Trustee may amend or supplement this Indenture (including, without limitation, Section 4.10 and Section 4.14 hereof)Indenture, the Notes and or the Note Subsidiary Guarantees with the consent of the Holders of at least a majority in aggregate principal amount Reduced Principal Amount of the Notes then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or Exchange Offer for, Notes), and, subject to Section 6.04 and Section 6.07 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture, the Notes or the Note Guarantees 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 purchase of, or tender offer or Exchange Offer exchange offer for, Notes), and, subject to Sections 508 and 513 hereof, any existing Default or Event of Default with respect to the Notes or compliance with any provision of this Indenture, the Notes or the Subsidiary Guarantees may be waived with the consent of the Holders of at least a majority in aggregate Reduced Principal Amount of the then outstanding Notes (including consents obtained in connection with a purchase of, tender offer or exchange offer for Notes). Upon the request of the Issuers Company accompanied by resolutions a resolution of their respective Boards its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents Opinion of Counsel described in Section 7.02 903 hereof, the Trustee will shall join with the Issuers Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental indenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 902 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will send shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental indenture or waiver. Subject to Sections 508 and 513 hereof and to the last paragraph of this Section 6.04 and Section 6.07 hereof902, the Holders of a majority in aggregate principal amount Reduced Principal Amount of the Notes then outstanding Notes voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes Indenture or the Note GuaranteesNotes. 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 Issuers, the Guarantors Company and the Trustee may amend or supplement this Indenture (including, without limitation, Section 3.09, 4.10 and Section 4.14 4.15 hereof) and the Notes with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a tender offer or exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or compliance with any provision of this Indenture or the Notes and the Note 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, 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, or tender offer or Exchange Offer for, Notes), and, subject to Section 6.04 and Section 6.07 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture, the Notes or the Note Guarantees 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 purchase of, or tender offer or Exchange Offer for, Notes). Upon the request of the Issuers Company accompanied by resolutions a resolution of their respective Boards its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Issuers and the Guarantors Company in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental indenture. It is not necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it is sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will send mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental indenture or waiver. Subject to Section Sections 6.04 and Section 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes Indenture or the Note GuaranteesNotes. 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 Issuers, the Guarantors Trustee and the Trustee Collateral Agent may amend or supplement this the Indenture (including, without limitation, Section 4.10 including Sections 2.19 and Section 4.14 4.07 hereof), the Notes and the other Note Guarantees Documents with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or Exchange Offer exchange offer for, the Notes), and, subject to Section 6.04 and Section 6.07 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture, the Indenture or the Notes or the Note Guarantees 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 including, without limitation, consents obtained in connection with a purchase of, or tender offer or Exchange Offer for, exchange offer for the Notes). Upon the request of the Issuers accompanied by resolutions a resolution of their respective Boards the Board of Directors of the Company authorizing the execution of any such amended or supplemental indentureindenture or amendment or supplement to any Note Document, and upon the filing with the Trustee and Collateral Agent, if applicable, of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee and Collateral Agent, if applicable, of the documents described in Section 7.02 9.06 hereof, the Trustee will and Collateral Agent, if applicable, shall join with the Issuers and the Guarantors in the execution of such amended or supplemental indenture or amendment or supplement to any Note Document unless such amended or supplemental indenture directly or amendment or supplement to such Note Document affects the Trustee’s or Collateral Agent’s own rights, duties duties, liabilities or immunities under this the Indenture or otherwise, in which case each of the Trustee and Collateral Agent may in its discretion, but will shall not be obligated to, enter into such amended or supplemental indentureindenture or amendment or supplement to such Note Document. It is 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 amendment, supplement or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will Issuers shall send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuers to send such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental indenture or waiver. Subject to Section 6.04 and Section 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes voting as a single class may waive future compliance in a particular instance by the Company Issuers with any provision of the Indenture or the Notes. Notwithstanding other provisions of this IndentureSection 9.02, unless consented to by the Holders of at least 66.67% of the aggregate principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a tender offer or exchange offer for the Notes), an amendment, supplement or waiver under this Section 9.02 may not release the Liens for the benefit of the Holders of the Notes on all or substantially all of the Collateral, other than in accordance with the Note GuaranteesDocuments. HoweverNotwithstanding other provisions of this Section 9.02, 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-non- consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuers, the Guarantors Company and the Trustee may amend or supplement this Indenture (including, without limitation, Section 4.10 and Section 4.14 hereof), or the Notes and or the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or Exchange Offer exchange offer for, the Notes), and, subject to Section Sections 6.04 and Section 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, or 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, Indenture or the Notes or the Note Guarantees 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 including, without limitation, consents obtained in connection with a purchase of, or tender offer or Exchange Offer exchange offer for, or purchase of, the Notes). Upon the request of the Issuers Company accompanied by resolutions a resolution of their respective Boards its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Issuers Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental indentureIndenture. It is not necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it is sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will send mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental indenture or waiver. Subject to Section Sections 6.04 and Section 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes 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 Note Guarantees. 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 Issuers, the Guarantors Issuer and the Trustee may amend or supplement this Indenture (including, without limitation, Section 4.10 and Section 4.14 hereof)Indenture, the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, or tender offer or Exchange Offer for, the Notes), and, subject to Section Sections 6.04 and Section 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium 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 Note Guarantees 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, or tender offer or Exchange Offer for, 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 written request of the Issuers Issuer accompanied by resolutions a resolution of their respective Boards the Issuer’s board of Directors directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section Sections 7.02 and 9.06 hereof, the Trustee will shall join with the Issuers and the Guarantors Issuer in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental indenture. It is not necessary for the 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 or waiver, but it amendment. It is sufficient if such consent approves the substance of the proposed amendment or waiveramendment. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will Issuer shall send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuer to send such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental indenture or waiver. Subject to Section 6.04 and Section 6.07 hereof, the Holders of a majority in aggregate principal amount of the then outstanding Notes 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 Note Guarantees. However, 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 9.027.02, the Issuers, the Guarantors Company and the Trustee may amend or supplement this Indenture (including, without limitation, Section 4.10 and Section 4.14 hereof), the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, or tender offer or Exchange Offer for, the Notes), and, subject to Section 6.04 Sections 5.04 and Section 6.07 5.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal 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 the Note Guarantees 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, or tender offer or Exchange Offer for, the Notes). Section 2.08 hereof shall determine which Notes are considered to be "outstanding" for purposes of this Section 7.02. Upon the request of the Issuers Company accompanied by resolutions a resolution of their respective Boards its Board of Directors authorizing the execution of any such amended or supplemental indentureIndenture, 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 will join with the Issuers and the Guarantors Company in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture Indenture directly affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental indentureIndenture. It is will not be necessary for the consent of the Holders of Notes under this Section 9.02 7.02 to approve the particular form of any proposed amendment or waiver, but it is sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.02 7.02 becomes effective, the Company will send mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental Indenture or waiver. Subject to Section 6.04 Sections 5.04 and Section 6.07 5.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes Indenture or the Note GuaranteesNotes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 7.02 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 IssuersCompany, the Guarantors and the Trustee may amend or supplement this Indenture (including, without limitation, Section 4.10 and Section 4.14 hereof), or the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or Exchange Offer for, exchange offer for the Notes), and, subject to Section Sections 6.04 and Section 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes or Liquidated Damages, if any, 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 Note Guarantees 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 purchase of, or tender offer or Exchange Offer for, exchange offer for the Notes). Upon the request of the Issuers Company accompanied by resolutions a resolution of their respective Boards its Board of Directors authorizing the execution of any such amended or supplemental indentureIndenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will shall join with the Issuers Company and the Guarantors in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture directly Indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental indentureIndenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will send shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental Indenture or waiver. Subject to Section Sections 6.04 and Section 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes voting as a single class may waive compliance in a particular instance by the Company or any Guarantor with any provision of this Indenture, the Notes or the Note 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 in Section 9.01 and below in this Section 9.02, the Issuers, the Guarantors Company and the Trustee may amend or supplement this Indenture (includingincluding Sections 4.08, without limitation, Section 4.10 5.12 and Section 4.14 5.16 hereof), ) and the Notes and the Note Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount at maturity of the Notes then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or Exchange Offer exchange offer for, Notes), and, subject to Section 6.04 Sections 7.04 and Section 6.07 7.07 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture, Indenture or the Notes or the Note Guarantees 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 exchange offer for, the Notes). Upon the request of the Issuers Company accompanied by resolutions of their respective Boards of Directors a Board Resolution authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof603 of the Base Indenture, the Trustee will shall join with the Issuers and the Guarantors Company in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental indenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will send shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental indenture or waiver. Subject to Section 6.04 Sections 7.04 and Section 6.07 7.07 hereof, the Holders of a majority in aggregate principal amount at maturity of the Notes then outstanding Notes voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes Indenture or the Note GuaranteesNotes. 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 Issuers, the Guarantors Issuer and the Trustee may amend or supplement this Indenture (including, without limitation, Section 4.10 and Section 4.14 hereof)Indenture, the Notes and Notes, the Note Guarantees or the Notes or other agreements or instruments entered into by the Issuer in connection with this Indenture with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, or tender offer or Exchange Offer for, the Notes), and, subject to Section Sections 6.04 and Section 6.07 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture, the Notes Note Guarantees or the Note Guarantees 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, or tender offer or Exchange Offer for, 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 Issuers Issuer accompanied by resolutions a resolution of their respective Boards its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee will shall join with the Issuers Issuer and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental indenture. It is 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 amendment, consent, supplement or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will send Issuer shall (or cause the Trustee, at the expense of and at the request of the Issuer, to) mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuer to send mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental indenture or waiver. Subject to Section 6.04 and Section 6.07 hereof, the Holders of a majority in aggregate principal amount of the then outstanding Notes 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 Note Guarantees. However, without Without the consent of each affected Holder affectedof Notes, an amendment amendment, consent, 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 IssuersIssuer, the Guarantors any Guarantor (with respect to a Guarantee or this Indenture) and the Trustee may amend or supplement this Indenture (including, without limitation, Section 4.10 and Section 4.14 hereof), the any Guarantee or Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, including Additional Notes, if any) then outstanding voting as a single class (class, including, without limitation, consents obtained in connection with a purchase of, or tender offer or Exchange Offer exchange offer for, Notes), and, subject to Section Sections 6.04 and Section 6.07 hereof, any existing Default (other than a Default in the payment of the principal of, premium, if any, or Event of Default 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 Note Guarantees Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (class, including consents obtained in connection with a purchase of, or tender offer or Exchange Offer exchange offer for, Notes), in each case other than Notes beneficially owned by the Issuer or its Affiliates. 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 Issuers Issuer accompanied by resolutions a resolution of their respective Boards its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will shall join with the Issuers and the Guarantors Issuer in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental indenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will send Issuer shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuer to send mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental indenture or waiver. Subject to Section 6.04 and Section 6.07 hereof, the Holders of a majority in aggregate principal amount of the then outstanding Notes 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 Note Guarantees. However, 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 Issuers, the Guarantors and the Trustee may amend or supplement this Indenture (including, without limitation, Section 4.10 and Section 4.14 hereof)Indenture, the Notes and the or any Note Guarantees Guarantee 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 Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, outstanding. This includes consents obtained in connection with a purchase of, or a tender offer or Exchange Offer exchange offer for, Notes), and, subject to Section 6.04 and Section 6.07 hereof, any . Any existing Default or Event of Default or compliance with any provision of this Indenture, the Notes or any Note Guarantee (other than any provision relating to the Note Guarantees right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any, and interest on such Holder’s Notes, on or after the scheduled due dates expressed in the Notes) may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes voting as a single class (including consents obtained in connection with a purchase of, or a tender offer or Exchange Offer 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 Issuers and any Parent Guarantor accompanied by resolutions a resolution of their respective Boards boards of directors or the Board of Directors of CCI authorizing the execution of any such amended or supplemental indentureIndenture, Notes or Note Guarantee (or an amendment or supplement of any of the foregoing), 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 (if any) described in Section 7.02 hereof7.02, the Trustee will shall join with the Issuers and the Guarantors any Parent Guarantor in the execution of such amended or supplemental indenture Indenture, Notes or Note Guarantee (or such amendment or supplement) unless such amended or supplemental indenture Indenture, Notes or Note Guarantee (or such amendment or supplement) directly affects the Trustee’s own rights, duties or immunities under this Indenture Indenture, Notes or Note Guarantee or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental indentureIndenture, Notes or Note Guarantee (or such amendment or supplement). It is 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 amendment, supplement or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will send Issuers shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuers to send mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture, Notes or Note Guarantee (or such amendment, supplement ) or waiver. Subject to Section 6.04 and Section 6.07 hereof, the Holders of a majority in aggregate principal amount of the then outstanding Notes 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 Note Guarantees. However, without Without the consent of each Holder affectedaffected thereby, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting such Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the IssuersPartnership, the Guarantors Guarantor and the Trustee may amend or supplement this Indenture (including, without limitation, Section 4.10 and Section 4.14 hereof), the Notes and the 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 Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or Exchange Offer for, exchange offer for the Notes), and, subject to Section 6.04 Sections 6.13 and Section 6.07 6.08 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest 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 or the Note Guarantees 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 purchase of, or tender offer or Exchange Offer for, exchange offer for the Notes). Upon the request of the Issuers Partnership accompanied by resolutions a resolution of their respective Boards of Directors the Partnership Policy Committee authorizing the execution of any such amended or supplemental indentureIndenture, 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 7.03 hereof, the Trustee will shall join with the Issuers Partnership and the Guarantors Guarantor in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture directly Indenture affects the Trustee’s 's own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental indentureIndenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will send Partnership shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Partnership to send mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental Indenture or waiver. Subject to Section 6.04 Sections 6.13 and Section 6.07 6.08 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes voting as a single class may waive compliance in a particular instance by the Company Partnership with any provision of this Indenture, the Notes Indenture or the Note GuaranteesNotes. 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. Section 902 of the Original Indenture is hereby amended to read in its entirety as follows with respect to the Notes: “Except as provided above in Section 901 and below in this Section 9.02902, the IssuersCompany, the Guarantors and the Trustee may amend or supplement this Indenture (including, without limitation, Section 4.10 and Section 4.14 hereof)Indenture, the Notes and or the Note Subsidiary Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount Reduced Principal Amount of the Notes then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or Exchange Offer exchange offer for, Notes), and, subject to Section 6.04 Sections 508 and Section 6.07 513 hereof, any existing Default or Event of Default with respect to the Notes or compliance with any provision of this Indenture, the Notes or the Note Subsidiary Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount Reduced Principal Amount of the then outstanding Notes voting as a single class (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or Exchange Offer for, exchange offer for Notes). Upon the request of the Issuers Company accompanied by resolutions a resolution of their respective Boards its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents Opinion of Counsel described in Section 7.02 903 hereof, the Trustee will shall join with the Issuers Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental indenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 902 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will send shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental indenture or waiver. Subject to Sections 508 and 513 hereof and to the last paragraph of this Section 6.04 and Section 6.07 hereof902, the Holders of a majority in aggregate principal amount Reduced Principal Amount of the Notes then outstanding Notes voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes Indenture or the Note GuaranteesNotes. 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 9.02The Company, the Issuers, the Guarantors Trustee and the Trustee Collateral Agent may amend or supplement this Indenture (including, without limitation, Section 4.10 and Section 4.14 hereof)Indenture, the Notes and Notes, the Note Guarantees Collateral Documents, the First Lien Intercreditor Agreement or the First Lien/Second Lien Intercreditor Agreement, or enter into any additional or supplemental Collateral Documents with the written consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes affected thereby (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or Exchange Offer for, exchange offer for the Notes), and, subject for the purpose of adding any provisions to Section 6.04 and Section 6.07 hereof, or changing in any existing Default manner or Event eliminating any of Default or compliance with any provision the provisions of this Indenture, the Notes Notes, the Collateral Documents, the First Lien Intercreditor Agreement or the Note Guarantees may be waived with First Lien/Second Lien Intercreditor Agreement, or of modifying in any manner the consent rights of the Holders of Notes; provided that without the consent of at least two-thirds in aggregate principal amount of Notes then outstanding, an amendment, modification or waiver may not effect a release of all or substantially all of the Collateral from the Liens securing the Notes, except in accordance with the terms of this Indenture, the Collateral Documents, the First Lien Intercreditor Agreement or the First Lien/Second Lien Intercreditor Agreement, as applicable. Except as otherwise provided herein, the Holders of at least a majority in aggregate principal amount of the then outstanding Notes voting as a single class affected thereby, by notice to the Trustee (including consents obtained in connection with a purchase of, or tender offer or Exchange Offer for, exchange offer for the Notes). Upon the request of the Issuers accompanied by resolutions of their respective Boards of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt ) may waive compliance by the Trustee Company with any provision of the documents described in Section 7.02 hereof, the Trustee will join with the Issuers and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will Notes. It shall not be obligated to, enter into such amended or supplemental indenture. It is not necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed supplemental indenture, amendment or waiver, but it is shall be sufficient if such consent approves the substance thereof. Upon the request of the proposed Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental indenture, or amendment or waiversupplement to the Collateral Documents, the First Lien Intercreditor Agreement or the First Lien/Second Lien Intercreditor Agreement, and upon the filing with the Trustee and the Collateral Agent of evidence satisfactory to the Trustee and the Collateral Agent of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee and the Collateral Agent of the documents described in Section 7.02 hereof, the Trustee and the Collateral Agent will join with the Company in the execution of such amended or supplemental indenture, or amendment or supplement to the Collateral Documents, the First Lien Intercreditor Agreement or the First Lien/Second Lien Intercreditor Agreement, unless such amended or supplemental indenture or amendment or supplement to the Collateral Documents, the First Lien Intercreditor Agreement or the First Lien/Second Lien Intercreditor Agreement directly affects the Trustee’s or the Collateral Agent’s own rights, duties or immunities under this Indenture, the Collateral Documents, the First Lien Intercreditor Agreement or the First Lien/Second Lien Intercreditor Agreement or otherwise, in which case the Trustee or the Collateral Agent may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture or such or amendment or supplement to the Collateral Documents, the First Lien Intercreditor Agreement or the First Lien/Second Lien Intercreditor Agreement. After an amendment, supplement a supplemental indenture or waiver or amendment or supplement to the Collateral Documents, the First Lien Intercreditor Agreement or the First Lien/Second Lien Intercreditor Agreement under this Section 9.02 section becomes effective, the Company will send shall mail to the Holders of Notes affected thereby a notice briefly describing the amendmentsupplemental indenture or waiver or such or amendment or supplement to the Collateral Documents, supplement the First Lien Intercreditor Agreement or waiverthe First Lien/Second Lien Intercreditor Agreement. Any failure of by the Company to send mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amendment, supplement supplemental indenture or waiver. Subject to Section 6.04 and Section 6.07 hereof, the Holders of a majority in aggregate principal amount of the then outstanding Notes 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 Note Guarantees. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (not, with respect to any Notes held by a non-consenting Holder):Holder affected thereby:

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuers, the Guarantors Holding Company and the Trustee may amend or supplement this Indenture (including, without limitation, Section 4.10 and Section 4.14 hereof), the Notes and the Note Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in of the aggregate principal amount of the then outstanding Notes Outstanding (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or Exchange Offer for, exchange offer for the Notes), and, subject to Section Sections 6.04 and Section 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or Liquidated Damages, 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 the Note Guarantees may be waived with the consent of the Holders of a majority in of the aggregate principal amount of the then outstanding Notes voting as a single class Outstanding (including consents obtained in connection with a purchase of, or tender offer or Exchange Offer for, exchange offer for the Notes). Upon the request of the Issuers Company accompanied by resolutions of their respective Boards the Board of Directors authorizing the execution of any such amended or supplemental indentureIndenture, 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 will shall join with the Issuers and the Guarantors Company in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture directly Indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental indentureIndenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will send shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental Indenture or waiver. Subject to Section Sections 6.04 and Section 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes Indenture or the Note GuaranteesNotes. 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 9.02The Company, the Issuers, the Guarantors Trustee and the Trustee Collateral Agent may amend or supplement this Indenture (including, without limitation, Section 4.10 and Section 4.14 hereof)Indenture, the Notes and Notes, the Note Guarantees Collateral Documents or the Intercreditor Agreement, or enter into any additional or supplemental Collateral Documents with the written consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes affected thereby (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or Exchange Offer for, exchange offer for the Notes), and, subject for the purpose of adding any provisions to Section 6.04 and Section 6.07 hereof, or changing in any existing Default manner or Event eliminating any of Default or compliance with any provision the provisions of this Indenture, the Notes Notes, the Collateral Documents or the Note Guarantees may be waived with Intercreditor Agreement, or of modifying in any manner the consent rights of the Holders of Notes; provided that without the consent of at least two-thirds in aggregate principal amount of Notes then outstanding, an amendment, modification or waiver may not effect a release of all or substantially all of the Collateral from the Liens securing the Notes, except in accordance with the terms of this Indenture, the Collateral Documents or the Intercreditor Agreement, as applicable. Except as otherwise provided herein, the Holders of at least a majority in aggregate principal amount of the then outstanding Notes voting as a single class affected thereby, by notice to the Trustee (including consents obtained in connection with a purchase of, or tender offer or Exchange Offer for, exchange offer for the Notes). Upon the request of the Issuers accompanied by resolutions of their respective Boards of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt ) may waive compliance by the Trustee Company with any provision of the documents described in Section 7.02 hereof, the Trustee will join with the Issuers and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will Notes. It shall not be obligated to, enter into such amended or supplemental indenture. It is not necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed supplemental indenture, amendment or waiver, but it is shall be sufficient if such consent approves the substance thereof. Upon the request of the proposed Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, or amendment or waiversupplement to the Collateral Documents or the Intercreditor Agreement, and upon the filing with the Trustee and the Collateral Agent of evidence satisfactory to the Trustee and the Collateral Agent of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee and the Collateral Agent of the documents described in Section 7.02 hereof, the Trustee and the Collateral Agent will join with the Company in the execution of such amended or supplemental indenture, or amendment or supplement to the Collateral Documents or the Intercreditor Agreement, unless such amended or supplemental indenture or amendment or supplement to the Collateral Documents or the Intercreditor Agreement directly affects the Trustee’s or the Collateral Agent’s own rights, duties or immunities under this Indenture, the Collateral Documents or the Intercreditor Agreement or otherwise, in which case the Trustee or the Collateral Agent may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture or such or amendment or supplement to the Collateral Documents or the Intercreditor Agreement. After an amendment, supplement a supplemental indenture or waiver or amendment or supplement to the Collateral Documents or the Intercreditor Agreement under this Section 9.02 section becomes effective, the Company will send shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplemental indenture or waiver or such or amendment or supplement to the Collateral Documents or waiverthe Intercreditor Agreement. Any failure of by the Company to send mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amendment, supplement supplemental indenture or waiver. Subject to Section 6.04 and Section 6.07 hereof, the Holders of a majority in aggregate principal amount of the then outstanding Notes 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 Note Guarantees. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (not, with respect to any Notes held by a non-consenting Holder):Holder affected thereby:

With Consent of Holders of Notes. Except as provided below in this Section 9.029.02 or as permitted by Section 9.01, the Issuers, the Guarantors Company and the Trustee may amend or supplement this Indenture (including, without limitation, Section 4.10 3.09, 4.10, 4.15 and Section 4.14 4.19 hereof), ) and the Notes and the Note Guarantees and the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, consents obtained in 90 connection with a tender offer or exchange offer for, or purchase of, 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 or the Guarantees or the Security Documents may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, or tender offer or Exchange Offer for, Notes), and, subject to Section 6.04 and Section 6.07 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture, the Notes or the Note Guarantees 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 purchase of, or tender offer or Exchange Offer for, Notes). Upon the request of the Issuers Company accompanied by resolutions a resolution of their respective Boards its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Issuers Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental indentureIndenture. It 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 amendment, supplement or waiver, but it is sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will send provide to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send provide such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental indenture or waiver. Subject to Section Sections 6.04 and Section 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, Indenture or the Notes or the Note Guarantees. 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 9.029.02 and subject to Section 10.13, the Issuers, the Guarantors Company and the Trustee may amend or supplement this Indenture Agreement (including, without limitation, including Section 4.10 and Section 4.14 4.15 hereof), the Notes Note Guarantees and the Note Guarantees Notes with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, including consents obtained in connection with a tender offer or exchange offer for, or purchase of, or tender offer or Exchange Offer for, the Notes), and, subject to Section Sections 6.04 and Section 6.07 hereof, any existing Default (other than a Default in the payment of the principal of, premium and Additional Interest, if any, or Event of Default interest on the Notes) under, or compliance with any provision of of, this IndentureAgreement, the Notes or the Note Guarantees or the Notes may be waived with the consent of the Holders of a majority in aggregate 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, or tender offer or Exchange Offer for, the Notes). Upon the request of the Issuers Company accompanied by resolutions a resolution of their respective Boards its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will shall join with the Issuers and the Guarantors Company in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s 's own rights, duties or immunities under this Indenture Agreement or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental indenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will send shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental indenture or waiver. Subject to Section Sections 6.04 and Section 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding Notes voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes Agreement or the Note GuaranteesNotes. However, without with- out 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 9.0210.02, the Issuers, the Guarantors and the Trustee may amend or supplement this the Indenture (includingincluding Sections 4.09, without limitation, Section 4.10 5.06 and Section 4.14 5.07 hereof), the Notes Guarantees and the Note Guarantees Notes with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or Exchange Offer exchange offer for, the Notes), and, subject to Section 6.04 Sections 7.04 and Section 6.07 7.07 hereof, any existing Default or Event of Default or compliance with any provision of this the Indenture, the Notes Guarantees or the Note Guarantees 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 purchase of, or tender offer or Exchange Offer for, exchange offer for the Notes). Upon the request of the Issuers accompanied by resolutions a resolution of their respective Boards the Board of Directors of the Company (in the case of the Company) and of the Board of Directors of Finance Co and each of the Guarantors (in the case of Finance Co and each of the Guarantors) authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof8.02(b) hereof stating that any such amended or supplemental indenture complies with this Section 10.02, the Trustee will shall join with the Issuers and each of the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this the Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental indenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 10.02 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will send Issuers shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuers to send mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental indenture or waiver. Subject to Section 6.04 Sections 7.04 and Section 6.07 7.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes voting as a single class may waive compliance in a particular instance by the Company Issuers with any provision of this Indenture, the Notes Indenture or the Note GuaranteesNotes. 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 Issuers, the Guarantors Company and the Trustee may amend or supplement this Indenture Agreement (including, without limitation, including Section 4.10 and Section 4.14 4.15 hereof), the Notes Note Guarantees and the Note Guarantees Notes with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, including consents obtained in connection with a tender offer or exchange offer for, or purchase of, or tender offer or Exchange Offer for, the Notes), and, subject to Section Sections 6.04 and Section 6.07 hereof, any existing Default (other than a Default in the payment of the principal of, premium and Additional Interest, if any, or Event of Default interest on the Notes) under, or compliance with any provision of of, this IndentureAgreement, the Notes or the Note Guarantees or the Notes may be waived with the consent of the Holders of a majority in aggregate 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, or tender offer or Exchange Offer for, the Notes). Upon the request of the Issuers Company accompanied by resolutions a resolution of their respective Boards its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will shall join with the Issuers and the Guarantors Company in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s 's own rights, duties or immunities under this Indenture Agreement or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental indenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will send shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental indenture or waiver. Subject to Section Sections 6.04 and Section 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding Notes voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes Agreement or the Note GuaranteesNotes. 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 Issuers, the Guarantors Issuers and the Trustee may amend or supplement this Indenture (includingincluding Section 3.09, without limitation, Section 4.10 and Section 4.14 4.15 hereof), the Notes Note Guarantees and the Note Guarantees Notes with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, including consents obtained in connection with a tender offer or exchange offer for, or purchase of, or tender offer or Exchange Offer for, the Notes), and, subject to Section Sections 6.04 and Section 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, 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 Note Guarantees or the Note Guarantees Notes may be waived with the consent of the Holders of a majority in aggregate 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, or tender offer or Exchange Offer for, the Notes). Upon the request of the Issuers accompanied by resolutions a resolution of their respective Boards of Directors authorizing the execution of any such amended or supplemental indentureIndenture, 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 will shall join with the Issuers and the Guarantors in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture Indenture directly affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental indentureIndenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will send Issuers shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuers to send mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental Indenture or waiver. Subject to Section Sections 6.04 and Section 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding Notes voting as a single class may waive compliance in a particular instance by the Company Issuers with any provision of this Indenture, the Notes Indenture or the Note GuaranteesNotes. 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 IssuersCompany, a Guarantor (with respect to a Guarantee or the Guarantors Indenture to which it is a party) and the Trustee may amend or supplement this Indenture (includingincluding Section 3.11, without limitation, Section 4.10 and Section 4.14 4.15 hereof), the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) affected thereby voting as a single class (including, without limitation, including consents obtained in connection with a tender offer or exchange offer for, or purchase of, or tender offer or Exchange Offer for, the Notes), and, subject to Section 6.04 Sections 6.4 and Section 6.07 6.7 hereof, any existing Default or Event of Default with respect to the Notes (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 Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes affected thereby voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, or tender offer or Exchange Offer for, the Notes). Upon the request of the Issuers Company accompanied by resolutions a resolution of their respective Boards its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes affected thereby as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 7.2 hereof, the Trustee will shall join with the Issuers and the Guarantors Company in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental indenture. It is 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 or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.02 9.2 becomes effective, the Company will send shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental indenture or waiver. Subject to Section 6.04 Sections 6.4 and Section 6.07 6.7 hereof, the Holders of a majority in aggregate principal amount of the then outstanding Notes affected thereby voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes Indenture or the Note GuaranteesNotes. 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-non- consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuers, the Guarantors Company and the Trustee may amend or supplement this Indenture (includingincluding Sections 3.09, without limitation, Section 4.10 and Section 4.14 4.15 hereof), the Notes Note Guarantees and the Note Guarantees Notes with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or Exchange Offer for, Notes), and, subject to Section 6.04 and Section 6.07 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture, the Notes or the Note Guarantees 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, 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 (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 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 voting as a single class (including consents obtained in connection with a Upon the request of the Issuers Company accompanied by resolutions a resolution of their respective Boards its Board of Directors authorizing the execution of any such amended or supplemental indentureIndenture, 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 will shall join with the Issuers and the Guarantors Company in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture Indenture directly affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental indentureIndenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will send shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental Indenture or waiver. Subject to Section Sections 6.04 and Section 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes Indenture or the Note GuaranteesNotes. 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. (a) Except as provided below in this clause (b) of Section 9.02, the Issuers, the Guarantors Issuer and the Trustee may amend or supplement this Indenture (including, without limitation, Section 4.10 and Section 4.14 hereof)Indenture, the Notes Guarantee and the Note Guarantees Notes with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a tender offer or exchange offer for, or purchase of, or tender offer or Exchange Offer for, the Notes), and, subject to Section Sections 6.04 and Section 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, 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 Guarantee or the Note Guarantees Notes and its consequences 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, or tender offer or Exchange Offer for, the Notes). Upon the request of the Issuers Issuer accompanied by resolutions a resolution of their respective Boards its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will shall join with the Issuers Issuer and the Guarantors Guarantor in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s 's own rights, duties or immunities under this Indenture indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental indenture. It is 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 amendment, supplement or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will send Issuer shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuer to send mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental indenture or waiver. Subject to Section 6.04 and Section 6.07 hereof, the Holders of a majority in aggregate principal amount of the then outstanding Notes 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 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 Issuers, the Guarantors and the Trustee may amend or supplement this Indenture (including, without limitation, Section 4.10 and Section 4.14 hereof)Indenture, the Notes and the Note Guarantees a Subsidiary Guarantee, if any, issued hereunder 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 Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or Exchange Offer for, exchange offer for the Notes), and, subject to Section Sections 6.02, 6.04 and Section 6.07 hereof, any existing Default or Event of Default default or compliance with any provision of this Indenture, the Notes or the Note Subsidiary Guarantees 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 purchase of, or tender offer or Exchange Offer for, exchange offer for the Notes). Upon the request of the Issuers Company accompanied by resolutions a Board of their respective Boards of Directors Resolution authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereofan Officers' Certificate and an Opinion of Counsel, the Trustee will shall join with the Issuers Company and the Guarantors any Guarantor in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental indentureIndenture. It is not necessary for the The consent of the Holders of Notes is not necessary under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it amendment. It is sufficient if such consent approves the substance of the proposed amendment or waiveramendment. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will send shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental indenture or waiver. Subject to Section Sections 6.04 and Section 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes 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 Note 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 the next two succeeding paragraphs, this Section 9.02, the Issuers, the Guarantors and the Trustee Agreement may amend be amended or supplement this Indenture (including, without limitation, Section 4.10 and Section 4.14 hereof), the Notes and the Note Guarantees supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, Additional Notes, if any) Outstanding voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or Exchange Offer for, exchange offer for Notes), and, subject in such case, without prior written notice to Section 6.04 and Section 6.07 hereofthe Holders , any existing Default or Event of Default or compliance with any provision provisions of this Indenture, Agreement or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for Notes). It is further understood that the provisions of any definition set forth herein (other than the definition of "Maturity Date") may be amended or supplemented, or any such definition waived, with the consent of the Holders of at least a majority in principal amount of the Notes then Outstanding voting as a single class (including consents obtained in connection with a purchase of, or tender offer or Exchange Offer for, exchange offer for the Notes). Upon the written request of the Issuers Company accompanied by resolutions of their respective Boards the Board of Directors or other governing body of Company authorizing the execution of any such amended or supplemental indentureAgreement, and upon the filing with the Trustee Collateral Agent of evidence satisfactory to the Trustee Collateral Agent of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee Collateral Agent of the documents described in Section 7.02 hereofSection8.05 of the Indenture, the Trustee will Collateral Agent shall join with the Issuers and the Guarantors Company in the execution of such amended or supplemental indenture Agreement unless such amended or supplemental indenture directly Agreement affects the Trustee’s Collateral Agent's own rights, duties duti4es or immunities under this Indenture Agreement or otherwise, in which case the Trustee may in its discretionCollateral Agent may, but will shall not be obligated to, enter into such amended or supplemental indentureAgreement. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 6.1 to approve the particular form of any proposed amendment or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.02 6.1 becomes effective, the Company will send shall mail to the Holders of Notes each Note affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental Agreement or waiver. Subject to Section 6.04 and Section 6.07 hereof, the Holders of a majority in aggregate principal amount of the then outstanding Notes 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 Note Guarantees. However, without Without the consent of each Holder affected, an amendment or waiver, including a waiver under this pursuant to Section 9.02 6.04 of the Indenture, may not (with respect to any Notes held by a non-consenting Holder):not:

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the IssuersIssuer, the Guarantors and the Trustee may amend or supplement this Indenture (including, without limitation, Section 4.10 and Section 4.14 hereof)Indenture, the Notes Notes, the Guarantees and the Note Guarantees Security Documents relating to the Notes with the consent of the Holders of at least a majority in aggregate principal amount of the Notes (including Additional Notes) then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or Exchange Offer exchange offer for, the Notes), ) and, subject to Section Sections 6.04 and Section 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal, premium and interest and Additional 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, the Notes Notes, the Guarantees or the Note Guarantees Security Documents relating to the Notes may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the Notes (including Additional Notes) then outstanding Notes voting as a single class (including consents obtained in connection with a purchase of, or tender offer or Exchange Offer exchange offer for, Notes)) other than Notes beneficially owned by the Issuer or its Affiliates. Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purpose of this Section 9.02. Upon the request of the Issuers Issuer accompanied by resolutions a resolution of their respective Boards its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of at least a majority in aggregate principal amount of the Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section Sections 7.02 and 13.04 hereof, the Trustee will shall join with the Issuers and the Guarantors Issuer in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental indenture. It is shall not be necessary for the consent of the Holders of the Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will send Issuer shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuer to send mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental indenture or waiver. Subject to Section 6.04 and Section 6.07 hereof, the Holders of a majority in aggregate principal amount of the then outstanding Notes 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 Note Guarantees. However, 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 Issuers, the Guarantors Company and the Trustee may amend or supplement this Indenture (including, without limitation, Section 3.09, 4.10 and Section 4.14 4.15 hereof), ) and the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default in the payment of the principal of, 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 or the Notes or the Note 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, 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, or tender offer or Exchange Offer for, Notes), and, subject to Section 6.04 and Section 6.07 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture, the Notes or the Note Guarantees 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 purchase of, or tender offer or Exchange Offer for, Notes). Upon the request of the Issuers Company accompanied by resolutions a resolution of their respective Boards its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Issuers Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental indentureIndenture. It 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 amendment, supplement or waiver, but it is sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will send deliver to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send deliver such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental indenture or waiver. Subject to Section Sections 6.04 and Section 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, Indenture or the Notes or the Note Guarantees. However, without the consent of each Holder affectedaffected thereby, 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 Issuers, the Guarantors Issuer and the Trustee may amend or supplement this Indenture (including, without limitation, Section 4.10 and Section 4.14 hereof)Indenture, the Notes and Notes, the Note Guarantees or the Notes or other agreements or instruments entered into by the Issuer in connection with this Indenture with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, or tender offer or Exchange Offer for, the Notes), and, subject to Section Sections 6.04 and Section 6.07 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture, the Notes Note Guarantees or the Note Guarantees 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, or tender offer or Exchange Offer for, 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 Issuers Issuer accompanied by resolutions a resolution of their respective Boards its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee will shall join with the Issuers Issuer and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental indenture. It is 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 amendment, consent, supplement or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will send Issuer shall (or cause the Trustee, at the expense of and at the request of the Issuer, to) mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuer to send mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental indenture or waiver. Subject to Section 6.04 and Section 6.07 hereof, the Holders of a majority in aggregate principal amount of the then outstanding Notes 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 Note Guarantees. However, without Without the consent of each affected Holder affectedof Notes, an amendment amendment, consent, 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 Issuers, the Guarantors Issuer and the Trustee may amend or supplement this Indenture (including, without limitation, Section 4.10 and Section 4.14 hereof)Indenture, the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, or tender offer or Exchange Offer for, the Notes), and, subject to Section Sections 6.04 and Section 6.07 hereof6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, 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 Note Guarantees 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, or tender offer or Exchange Offer for, 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 request of the Issuers Issuer accompanied by resolutions of their respective Boards its board of Directors directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof7.02, the Trustee will shall join with the Issuers and the Guarantors Issuer in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental indenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will send Issuer shall mail to the Holders of the Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuer to send mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental indenture or waiver. Subject to Section 6.04 and Section 6.07 hereof, the Holders of a majority in aggregate principal amount of the then outstanding Notes 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 Note Guarantees. However, 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 9.029.2, this Indenture, the IssuersNotes, the Guarantors and the Trustee may amend or supplement this Indenture (including, without limitation, Section 4.10 and Section 4.14 hereof)Guarantees, the Notes and the Note Guarantees Intercreditor Agreement or any Second-Priority Security Document may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (includingit being understood that the provisions of the Intercreditor Agreement and the Second-Priority Security Documents that may by their terms be amended or supplemented without the consent of the Holders do not require the consent of the Holders contemplated hereby), without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or Exchange Offer forexchange offer, for Notes), and, subject to Section 6.04 and Section 6.07 hereof, any existing Default or Event of Default default or compliance with any provision of this Indenture, the Notes Notes, the Guarantees, the Intercreditor Agreement or the Note Guarantees any Second-Priority Security Document 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 it being understood that the provisions of the Intercreditor Agreement and the Second-Priority Security Documents that may by their terms be waived without the consent of the Holders do not require the consent of the Holders contemplated hereby), including, without limitation, consents obtained in connection with a purchase of, or a tender offer or Exchange Offer exchange offer for, Notes). Upon the request of the Issuers AirGate accompanied by resolutions of their respective Boards of Directors a Board Resolution authorizing the execution of any such amended amendment to this Indenture, the Guarantees, the Intercreditor Agreement, the Second-Priority Security Documents or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaidNotes, and upon receipt by the Trustee of the documents described in Section 7.02 Sections 9.6 and 13.4 hereof, the Trustee will shall join with the Issuers AirGate and the Guarantors in the execution of any amendment to this Indenture, the Guarantees, the Intercreditor Agreement, the Second-Priority Security Documents or the Notes authorized or permitted by the terms of this Indenture 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 amendment to this Indenture, the Guarantees, the Intercreditor Agreement, the Second-Priority Security Documents or supplemental indenture unless such amended or supplemental indenture directly the Notes that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will . It shall not be obligated to, enter into such amended or supplemental indenture. It is not 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 or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.02 9.2 becomes effective, the Company will send AirGate shall mail to the Holders of Notes each Note affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company AirGate to send mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental indenture or waiver. Subject to Section 6.04 Sections 6.2, 6.4 and Section 6.07 6.7 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes voting as a single class may amend or waive compliance in a particular instance by the Company AirGate with any provision of this Indenture, the Notes Indenture or the Note GuaranteesNotes. However, without the consent of each Holder adversely affected, an 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 9.029.2, the Issuers, the Guarantors Company and the Trustee may amend or supplement this Indenture (including, without limitation, Section 4.10 including Sections 4.7 and Section 4.14 4.8 hereof), ) and the Notes and the Note Guarantees may be amended or supplemented with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or Exchange Offer for, exchange offer for the Notes), and, subject to Section 6.04 Sections 6.4 and Section 6.07 6.7 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, Liquidated Damages, 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 the Note Guarantees 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 purchase of, or tender offer or Exchange Offer for, exchange offer for the Notes). Upon the request of the Issuers Company accompanied by resolutions a resolution of their respective Boards its Board of Directors authorizing the execution of any such amended or supplemental indentureIndenture, 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 will shall join with the Issuers and the Guarantors Company in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture directly Indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental indentureIndenture. It is 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 or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will send shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental Indenture or waiver. Subject to Section 6.04 Sections 6.4 and Section 6.07 6.7 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes Indenture or the Note GuaranteesNotes. 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 Issuers, the Guarantors and the Trustee may amend or supplement this Indenture (including, without limitation, Section 4.10 and Section 4.14 hereof)Indenture, the Notes and or the Note Subsidiary 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 Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or Exchange Offer for, exchange offer for Notes), and, subject to Section Sections 6.02, 6.04 and Section 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, or premium, if any, or interest or 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, the Notes or the Note Subsidiary Guarantees 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 or a purchase of, or tender offer or Exchange Offer for, exchange offer for the Notes). Upon the request of the Issuers Company accompanied by resolutions a resolution of their respective Boards its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee will shall join with the Issuers Company and the Guarantors Guaranteeing Subsidiaries in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture directly affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretionmay, but will shall not be obligated to, enter into such amended or supplemental indenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will send shall mail to the Holders of Notes each Note affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental Indenture or waiver. Subject to Section Sections 6.02, 6.04 and Section 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes voting as a single class may waive compliance in a particular instance by the Company or the Guaranteeing Subsidiaries with any provision of this Indenture, the Notes or the Note 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 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 Issuers, the Guarantors Issuer and the Trustee may amend or supplement this Indenture (including, without limitation, Section 4.10 and Section 4.14 hereof)Indenture, the Notes and the Note Guarantees with the consent of the Required Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, or tender offer or Exchange Offer for, the Notes), and, subject to Section Sections 6.04 and Section 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, 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 Note Guarantees Notes may be waived with the consent of the Required 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, or tender offer or Exchange Offer for, 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 Issuers Issuer accompanied by resolutions a resolution of their respective Boards its board of Directors directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will shall join with the Issuers and the Guarantors Issuer in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental indenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will send Issuer shall deliver to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuer to send deliver such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental indenture or waiver. Subject to Section 6.04 and Section 6.07 hereof, the Holders of a majority in aggregate principal amount of the then outstanding Notes 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 Note Guarantees. However, without Without the consent of each 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):not:

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuers, the Guarantors and the Trustee may amend or supplement this Indenture (including, without limitation, Section 4.10 and Section 4.14 hereof)Indenture, the Notes and or the Note Subsidiary 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 Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or Exchange Offer exchange offer for, Notes), and, subject to Section 6.04 and Section 6.07 hereof, any existing Default or Event of Default default or compliance with any provision of this Indenture, the Notes or the Note Subsidiary Guarantees 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 including, without limitation, consents obtained in connection with a purchase of, or tender offer or Exchange Offer exchange offer for, Notes). Upon the request of the Issuers Company accompanied by resolutions a resolution of their respective Boards its Board of Directors authorizing the execution of any such amended or supplemental indentureSupplemental Indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will shall join with the Issuers and the Guarantors Company in the execution of such amended or supplemental indenture Supplemental Indenture unless such amended or supplemental indenture Supplemental Indenture directly affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental indentureSupplemental Indenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will send shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amendment, supplement or waiver. Subject to Section 6.04 and Section 6.07 hereof, the Holders of a majority in aggregate principal amount of the then outstanding Notes 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 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):the

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuers, the Guarantors Company and the Trustee may amend or supplement this Indenture (including, without limitation, Section 4.10 and Section 4.14 hereof), the Notes and the Note Guarantees may be amended or 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 a tender offer or exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, Liquidated Damages, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes may be waived with the written consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or Exchange Offer for, Notes), and, subject to Section 6.04 and Section 6.07 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture, the Notes or the Note Guarantees 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 purchase of, or tender offer or Exchange Offer for, exchange offer for the Notes); provided that no such amendment, supplement or waiver may, without the consent of Holders of at least 66-2/3% in aggregate principal amount of Notes at the time outstanding, modify the provisions (including the defined terms used therein) of Section 4.07 hereof in a manner adverse to the Holders. Upon the request of the Issuers Company accompanied by resolutions a resolution of their respective Boards its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee will shall join with the Issuers and the Guarantors Company in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its sole discretion, but will shall not be obligated to, enter into such amended or supplemental indenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it is shall be sufficient if such consent approves the substance thereof. The calculation of the proposed amendment or waiverHolders of Notes so consenting shall be made pursuant to Section 2.09 hereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will send shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental indenture or waiver. Subject to Section Sections 6.04 and Section 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes voting as a single class may waive compliance in a particular instance by the Company or a Guarantor with any provision of this Indenture, the Notes Indenture or the Note GuaranteesNotes. However, without the written 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 IssuersCompany, the Guarantors of the Notes of any Series and the Trustee may amend or supplement this Indenture (including, without limitation, Section 4.10 and Section 4.14 hereof), with respect to the Notes and of such Series, or the Notes of such Series, or the related Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notes of such Series then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or a tender offer or Exchange Offer exchange offer for, NotesNotes of such Series), and, subject to Section Sections 6.04 and Section 6.07 hereof, any existing Default or Event of Default with respect to the Notes of such Series or compliance with any provision of this Indenture, Indenture or the Notes of such Series or the related Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes of such Series then outstanding Notes voting as a single class (including consents obtained in connection with a purchase of, or tender offer or Exchange Offer exchange offer for, NotesNotes of such Series). Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the Issuers Company accompanied by resolutions a resolution of their respective Boards its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes of a Series as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will shall join with the Issuers Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretionmay, but will not be obligated to, enter into such amended or supplemental indenture. It is not necessary for the consent of the Holders of Notes of a Series under this Section 9.02 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. For the avoidance of doubt, any amendment, supplement or waiver to any Series of Notes made with the proposed amendment consent of Holders of such Series of Notes, shall be made with respect to that Series of Notes only, and not any other Series of Notes, unless the Holders of such other Series of Notes consents to such amendment, supplement or waiverwaiver to such other Series of Notes. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will send or cause to be sent to the Holders of Notes of a Series affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental indenture or waiver. Subject to Section Sections 6.04 and Section 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes of a Series then outstanding Notes voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, Indenture with respect to such Series or the Notes of such Series or the related Note Guarantees. However, without the consent of each Holder of Notes of the applicable Series affected, an amendment amendment, supplement or waiver (including a waiver pursuant to Section 6.04) under this Section 9.02 may not (with respect to any Notes of any Series held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuers, the Guarantors Company and the Trustee may amend or supplement this Indenture (includingincluding Sections 3.09, without limitation, Section 4.10 and Section 4.14 hereof), any supplemental indenture executed pursuant to Article 11 hereof and the Notes and the 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 Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or Exchange Offer for, exchange offer for the Notes), and, subject to Section Sections 6.04 and Section 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, 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 the Note Guarantees 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 purchase of, or tender offer or Exchange Offer for, exchange offer for the Notes). Upon the request receipt of an Officers' Certificate accompanied by a resolution of the Issuers accompanied by resolutions of their respective Boards Company's Board of Directors authorizing the execution of any such amended or supplemental indentureIndenture, 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 other documents described in Section 7.02 hereof, the Trustee will shall join with the Issuers and the Guarantors Company in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture directly Indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental indentureIndenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will send shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental Indenture or waiver. Subject to Section Sections 6.04 and Section 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes Indenture or the Note GuaranteesNotes. 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 Issuers, the Guarantors this Indenture and the Trustee Notes issued hereunder may amend be amended or supplement this Indenture (including, without limitation, Section 4.10 and Section 4.14 hereof), the Notes and the Note Guarantees supplemented with the consent of the Holders of at least a majority in aggregate principal amount at maturity of the Notes then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or a tender offer or Exchange Offer for, exchange offer for Notes), and, subject to Section 6.04 and Section 6.07 hereof, any existing Default or Event of Default default or compliance with any provision of this Indenture, Indenture or the Notes or the Note Guarantees 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 including, without limitation, consents obtained in connection with a purchase of, of or a tender offer or Exchange Offer for, exchange offer for the Notes). Upon the request of the Issuers Company accompanied by resolutions a resolution of their respective Boards its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of 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 will shall join with the Issuers and the Guarantors Company in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretionmay, but will shall not be obligated to, enter into such amended or supplemental indenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will send shall mail to the Holders of Notes each Note affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental indenture or waiver. Subject to Section Sections 6.04 and Section 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes voting as a single class may amend or waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes Indenture or the Note GuaranteesNotes. 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 IssuersCompany, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture (including, without limitation, Section 4.10 and Section 4.14 hereof)Indenture, the Notes Subsidiary Guarantees and the Note Guarantees Notes with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or Exchange Offer for, exchange offer for the Notes), and, subject to Section Sections 6.04 and Section 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, 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 Note Guarantees 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 purchase of, or tender offer or Exchange Offer for, exchange offer for the Notes). Upon the request of the Issuers Company accompanied by resolutions of their respective Boards of Directors a Board Resolution authorizing the execution of any such amended or supplemental indentureIndenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee will shall join with the Issuers Company and the Subsidiary Guarantors in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture directly Indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental indentureIndenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will send shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amendmentamended or supplemental Indenture, supplement Subsidiary Guarantee or waiver. Subject to Section Sections 6.04 and Section 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes voting as a single class may waive any existing Default or compliance in a particular instance by the Company or any Subsidiary Guarantor with any provision of this Indenture, the Notes Subsidiary Guarantees or the Note GuaranteesNotes. 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 9.02The Company, the Issuers, the Guarantors Trustee and the Trustee Collateral Agent may amend or supplement this Indenture (including, without limitation, Section 4.10 and Section 4.14 hereof)Indenture, the Notes and Notes, the Note Guarantees Collateral Documents, the Equal Priority Intercreditor Agreement or the First Lien/Second Lien Intercreditor Agreement, or enter into any additional or supplemental Collateral Documents with the written consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes affected thereby (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or Exchange Offer for, exchange offer for the Notes), and, subject for the purpose of adding any provisions to Section 6.04 and Section 6.07 hereof, or changing in any existing Default manner or Event eliminating any of Default or compliance with any provision the provisions of this Indenture, the Notes Notes, the Collateral Documents, the Equal Priority Intercreditor Agreement or the Note Guarantees may be waived with First Lien/Second Lien Intercreditor Agreement, or of modifying in any manner the consent rights of the Holders of Notes; provided that without the consent of at least two-thirds in aggregate principal amount of Notes then outstanding, an amendment, modification or waiver may not effect a release of all or substantially all of the Collateral from the Liens securing the Notes, except in accordance with the terms of this Indenture, the Collateral Documents, the Equal Priority Intercreditor Agreement or the First Lien/Second Lien Intercreditor Agreement, as applicable. Except as otherwise provided herein, the Holders of at least a majority in aggregate principal amount of the then outstanding Notes voting as a single class affected thereby, by notice to the Trustee (including consents obtained in connection with a purchase of, or tender offer or Exchange Offer for, exchange offer for the Notes). Upon the request of the Issuers accompanied by resolutions of their respective Boards of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt ) may waive compliance by the Trustee Company with any provision of the documents described in Section 7.02 hereof, the Trustee will join with the Issuers and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will Notes. It shall not be obligated to, enter into such amended or supplemental indenture. It is not necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed supplemental indenture, amendment or waiver, but it is shall be sufficient if such consent approves the substance thereof. Upon the request of the proposed Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental indenture, or amendment or waiversupplement to the Collateral Documents, the Equal Priority Intercreditor Agreement or the First Lien/Second Lien Intercreditor Agreement, and upon the filing with the Trustee and the Collateral Agent of evidence satisfactory to the Trustee and the Collateral Agent of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee and the Collateral Agent of the documents described in Section 7.02 hereof, the Trustee and the Collateral Agent will join with the Company in the execution of such amended or supplemental indenture, or amendment or supplement to the Collateral Documents, the Equal Priority Intercreditor Agreement or the First Lien/Second Lien Intercreditor Agreement, unless such amended or supplemental indenture or amendment or supplement to the Collateral Documents, the Equal Priority Intercreditor Agreement or the First Lien/Second Lien Intercreditor Agreement directly affects the Trustee’s or the Collateral Agent’s own rights, duties or immunities under this Indenture, the Collateral Documents, the Equal Priority Intercreditor Agreement or the First Lien/Second Lien Intercreditor Agreement or otherwise, in which case the Trustee or the Collateral Agent may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture or such or amendment or supplement to the Collateral Documents, the Equal Priority Intercreditor Agreement or the First Lien/Second Lien Intercreditor Agreement. After an amendment, supplement a supplemental indenture or waiver or amendment or supplement to the Collateral Documents, the Equal Priority Intercreditor Agreement or the First Lien/Second Lien Intercreditor Agreement under this Section 9.02 section becomes effective, the Company will send shall mail to the Holders of Notes affected thereby a notice briefly describing the amendmentsupplemental indenture or waiver or such or amendment or supplement to the Collateral Documents, supplement the Equal Priority Intercreditor Agreement or waiverthe First Lien/Second Lien Intercreditor Agreement. Any failure of by the Company to send mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amendment, supplement supplemental indenture or waiver. Subject to Section 6.04 and Section 6.07 hereof, the Holders of a majority in aggregate principal amount of the then outstanding Notes 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 Note Guarantees. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (not, with respect to any Notes held by a non-consenting Holder):Holder affected thereby:

With Consent of Holders of Notes. Except as provided below in this Section 9.029.2, the Issuers, the Guarantors Company and the Trustee may amend or supplement this Indenture (including, without limitation, Section 4.10 and Section 4.14 hereof)Indenture, the Subsidiary Guarantors or the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or Exchange Offer exchange offer for, Notes), ) and, subject to Section 6.04 Sections 6.4 and Section 6.07 6.7 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, 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 the Note Guarantees 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 purchase of, or tender offer or Exchange Offer for, exchange offer for Notes). Upon the request of the Issuers Company accompanied by resolutions a resolution of their respective Boards its Board of Directors authorizing the execution of any such amended or supplemental indentureIndenture, 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 9.6 hereof, the Trustee will shall join with the Issuers Company and the Subsidiary Guarantors in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture directly Indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental indenture. It is not necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it is sufficient if such consent approves the substance of the proposed amendment or waiver. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amendment, supplement or waiverIndenture. Subject to Section 6.04 Sections 6.4 and Section 6.07 6.7 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes voting as a single class may waive compliance in a particular instance by the Company and the Subsidiary Guarantors with any provision of this Indenture, the Notes Indenture or the Note GuaranteesNotes. 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):consent

With Consent of Holders of Notes. Except as provided below in this Section 9.029.2, the Issuers, the Guarantors and the Trustee may amend or supplement this Indenture (including, without limitation, Section 4.10 and Section 4.14 hereof)Indenture, the Notes and the Note Guarantees a Subsidiary Guarantee, if any, issued hereunder may be amended or supplemented with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or Exchange Offer for, exchange offer for the Notes), and, subject to Section 6.04 Sections 6.2, 6.4 and Section 6.07 6.7 hereof, any existing Default or Event of Default default or compliance with any provision of this Indenture, the Notes or the Note Guarantees Subsidiary Guarantees, if any, 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 purchase of, or tender offer or Exchange Offer for, exchange offer for the Notes). Upon the request of the Issuers Company accompanied by resolutions of their respective Boards the Board of Directors authorizing the execution of any such amended or supplemental indentureIndenture, 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 will shall join with the Issuers Company and the Guarantors Subsidiary Guarantors, if any, in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture directly Indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental indentureIndenture. It is not necessary for the The consent of the Holders of Notes is not necessary under this Section 9.02 9.2 to approve the particular form of any proposed amendment or waiver, but it amendment. It is sufficient if such consent approves the substance of the proposed amendment or waiveramendment. After an amendment, supplement or waiver under this Section 9.02 9.2 becomes effective, the Company will send shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental Indenture or waiver. Subject to Section 6.04 Sections 6.4 and Section 6.07 6.7 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes 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 Note 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 or Subsidiary Guarantee held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.029.2, the Issuers, the Guarantors Company and the Trustee may amend or supplement this Indenture (including, without limitation, Section 4.10 and Section 4.14 hereof), the Notes and the 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 Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, including without limitation, consents obtained in connection with a purchase of, or tender offer or Exchange Offer exchange offer for, the Notes), and, subject to Section 6.04 Sections 6.4 and Section 6.07 6.7 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest or 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 or the Note Guarantees 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 without limitation, consents obtained in connection with a purchase of, or tender offer or Exchange Offer exchange offer for, the Notes). Upon the request of the Issuers Company accompanied by resolutions of their respective Boards of Directors a Board Resolution authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 7.2 hereof, the Trustee will shall join with the Issuers and the Guarantors Company in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental indenture. It is 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 or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.02 9.2 becomes effective, the Company will send shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental indenture or waiver. Subject to Section 6.04 and Section 6.07 hereof, the Holders of a majority in aggregate principal amount of the then outstanding Notes 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 Note Guarantees. However, without the consent of each Holder adversely 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 Issuers, the Guarantors Company and the Trustee may amend or supplement this Indenture (including, without limitation, Section 4.10 and Section 4.14 4.15 hereof), the Notes Subsidiary Guarantees and the Note Guarantees Notes with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) 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, exchange offer for Notes), and, subject to Section Sections 6.04 and Section 6.07 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture, the Notes Subsidiary Guarantees or the Note Guarantees 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 purchase of, or tender offer or Exchange Offer exchange offer for, Notes). Upon the request of the Issuers Company accompanied by resolutions a resolution of their respective Boards its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Issuers Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental indentureIndenture. It 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 or waiver, but it is sufficient if such consent approves the substance of the proposed amendment or waiver. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will send mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental indenture or waiver. Subject to Section Sections 6.04 and Section 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes Notes, or the Note 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 IssuersCompany, a Guarantor (with respect to a Guarantee or the Guarantors Indenture to which it is a party) and the Trustee may amend or supplement this Indenture (includingincluding Section 3.11, without limitation, Section 4.10 and Section 4.14 4.15 hereof), the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) of each tranche affected thereby voting as a single class (including, without limitation, including consents obtained in connection with a tender offer or exchange offer for, or purchase of, or tender offer or Exchange Offer for, the Notes), and, subject to Section Sections 6.04 and Section 6.07 hereof, any existing Default or Event of Default with respect to any tranche of Notes (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 Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes of each tranche affected thereby voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, or tender offer or Exchange Offer for, the Notes). Upon the request of the Issuers Company accompanied by resolutions a resolution of their respective Boards its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes of each tranche affected thereby as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will shall join with the Issuers and the Guarantors Company in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental indenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will send shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental indenture or waiver. Subject to Section Sections 6.04 and Section 6.07 hereof, the Holders of a majority in aggregate principal amount of the then outstanding Notes of each tranche affected thereby voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes Indenture or the Note GuaranteesNotes. 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 9.0210.02, the Issuers, the Guarantors Company and the Trustee may amend or supplement this First Supplemental Indenture (including, without limitation, including Section 4.10 and Section 4.14 4.15 hereof), and the Notes and the Note Guarantees with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a tender offer or exchange offer for, or purchase of, or tender offer or Exchange Offer for, the Notes), and, subject to Section 6.04 Sections 7.04 and Section 6.07 7.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, First Supplemental Indenture or the Notes or the Note Guarantees may be waived with the written 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, or tender offer or Exchange Offer for, the Notes). Upon the written request of the Issuers Company accompanied by resolutions of their respective Boards of Directors a Board Resolution authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 8.02 hereof, the Trustee will shall join with the Issuers and the Guarantors Company in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s 's own rights, duties or immunities under this First Supplemental Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental indenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 10.02 to approve the particular form of any proposed amendment or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will send shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental indenture or waiver. Subject to Section 6.04 Sections 7.04 and Section 6.07 7.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes voting as a single class may waive in writing compliance in a particular instance by the Company with any provision of this Indenture, the Notes First Supplemental Indenture or the Note GuaranteesNotes. However, without the written consent of each Holder affected, an amendment or waiver under this Section 9.02 10.02 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 Issuers, the Guarantors Company and the Trustee may amend or supplement this Indenture (including, without limitation, Section 4.10 and Section 4.14 hereof), or the Notes and or the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or Exchange Offer exchange offer for, the Notes), and, subject to Section Sections 6.04 and Section 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, or 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, Indenture or the Notes or the Note Guarantees 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 including, without limitation, consents obtained in connection with a purchase of, or tender offer or Exchange Offer exchange offer for, or purchase of, the Notes). Upon the request of the Issuers Company accompanied by resolutions a resolution of their respective Boards its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Issuers Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental indentureIndenture. It is not necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it is sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will send mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental indenture or waiver. Subject to Section Sections 6.04 and Section 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes 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 Note Guarantees. 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 Issuers, the Guarantors and the Trustee may amend or supplement this Indenture (including, without limitation, Section 4.10 and Section 4.14 hereof), or the Notes and the Note Guarantees of any series may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class of each series affected (including, without limitation, consents obtained in connection with a purchase of, or a tender offer or Exchange Offer exchange offer for, Notes), ) and, subject to Section Sections 6.04 and Section 6.07 hereof6.07, any existing Default or Event of Default or compliance with any provision of this Indenture, Indenture or the Notes or the Note Guarantees of any series may be waived waived, including by way of amendment, with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes voting as a single class of each series affected (including including, without limitation, consents obtained in connection with a purchase of, or a tender offer or Exchange Offer 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 Issuers accompanied by resolutions a resolution of their respective Boards boards of directors or the Board of Directors of CCI authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of 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 will shall join with the Issuers and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental indenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will send Issuers shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuers to send mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental indenture or waiver. Subject to Section Sections 6.04 and Section 6.07 hereof6.07, the Holders of a majority in aggregate principal amount of the then outstanding Notes voting as a single class of each affected series may waive compliance in a particular instance by the Company Issuers with any provision of this Indenture, the Notes Indenture or the Note Guaranteessuch 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 IssuersCompany, the Guarantors and the Trustee may amend or supplement this Indenture (including, without limitation, Section 3.09, 4.10 and Section 4.14 hereof), the Notes Note Guarantees and the Note Guarantees Notes with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, or tender offer or Exchange Offer for, Notes), and, subject to Section 6.04 and Section 6.07 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture, the Notes or the Note Guarantees 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 purchase of, or tender offer or Exchange Offer for, Notes). Upon the request of the Issuers Company accompanied by resolutions of their respective Boards of Directors a Board Resolution authorizing the execution of any such amended or supplemental indentureIndenture, 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 will join with the Issuers and the Guarantors Company in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture Indenture directly affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental indentureIndenture. It 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 amendment, supplement or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will send mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental Indenture or waiver. Subject to Section 6.04 and Section 6.07 hereof, the The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, Indenture or the Notes (including, without limitation, waivers obtained in connection with a tender offer or the Note Guaranteesexchange offer for, or purchases of, Notes or a solicitation of consents in respect of 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 Issuers, the Guarantors Company and the Trustee may amend or supplement this Indenture (including, without limitation, Section 3.09, 4.10 and Section 4.14 4.15 hereof) and the Notes with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a tender offer or exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or compliance with any provision of this Indenture or the Notes and the Note 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, 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, or tender offer or Exchange Offer for, Notes), and, subject to Section 6.04 and Section 6.07 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture, the Notes or the Note Guarantees 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 purchase of, or tender offer or Exchange Offer for, Notes). Upon the request of the Issuers Company accompanied by resolutions a resolution of their respective Boards its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Issuers and the Guarantors Company in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental indenture. It is not necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it is sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will send mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental Indenture or waiver. Subject to Section Sections 6.04 and Section 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes Indenture or the Note GuaranteesNotes. 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 Issuers, the Guarantors Company and the Trustee may amend or supplement this Indenture (including, without limitation, Section 4.10 including Sections 4.07 and Section 4.14 4.08 hereof), ) and the Notes and the Note Guarantees may be amended or 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 a tender offer or exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, Liquidated Damages, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes may be waived with the written consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or Exchange Offer for, Notes), and, subject to Section 6.04 and Section 6.07 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture, the Notes or the Note Guarantees 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 purchase of, or tender offer or Exchange Offer for, exchange offer for the Notes). Upon the request of the Issuers Company accompanied by resolutions a resolution of their respective Boards its Board of Directors authorizing the execution of any such amended or supplemental indentureIndenture, 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 will shall join with the Issuers and the Guarantors Company in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture directly Indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its sole discretion, but will shall not be obligated to, enter into such amended or supplemental indentureIndenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it is shall be sufficient if such consent approves the substance thereof. The calculation of the proposed amendment or waiverHolders of Notes so consenting shall be made pursuant to Section 2.09 hereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will send shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental Indenture or waiver. Subject to Section Sections 6.04 and Section 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes Indenture or the Note GuaranteesNotes. However, without the written 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 Issuers, the Guarantors Company and the Trustee may amend or supplement this Indenture (including, without limitation, Section 4.10 including Sections 4.7 and Section 4.14 4.8 hereof), ) and the Notes and the 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 Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or Exchange Offer for, exchange offer for the Notes), and, subject to Section 6.04 Sections 6.4 and Section 6.07 6.7 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, 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 the Note Guarantees 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 purchase of, or tender offer or Exchange Offer for, exchange offer for the Notes). Upon the request of the Issuers Company accompanied by resolutions a resolution of their respective Boards its Board of Directors authorizing the execution of any such amended or supplemental indentureIndenture, 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 will shall join with the Issuers and the Guarantors Company in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture directly Indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental indentureIndenture. It is 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 or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will send shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental Indenture or waiver. Subject to Section 6.04 Sections 6.4 and Section 6.07 6.7 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes Indenture or the Note GuaranteesNotes. 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 Issuers, the Guarantors Company and the Trustee may amend or supplement this Indenture (includingincluding Section 3.11, without limitation, Section 4.10 and Section 4.14 4.15 hereof), ) and the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) then outstanding voting as a single class (including, without limitation, including consents obtained in connection with a tender offer or exchange offer for, or purchase of, or tender offer or Exchange Offer for, the Notes), and, subject to Section Sections 6.04 and Section 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, 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 the Note Guarantees 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, or tender offer or Exchange Offer for, the Notes). Upon the request of the Issuers Company accompanied by resolutions a resolution of their respective Boards its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will shall join with the Issuers and the Guarantors Company in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental indenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will send shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental indenture or waiver. Subject to Section Sections 6.04 and Section 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes Indenture or the Note GuaranteesNotes. 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 9.027.02, but subject to the provisions of Article 8 hereof, the Issuers, the Guarantors Company and the Trustee may amend or supplement this the Indenture (includingincluding Section 3.03, without limitation, Section 4.10 4.06 and Section 4.14 4.09 hereof), the Notes Subsidiary Guarantees and the Note Guarantees Notes with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, including consents obtained in connection with a tender offer or exchange offer for, or purchase of, or tender offer or Exchange Offer for, the Notes), and, subject to Section Sections 6.04 and Section 6.07 of the Base Indenture and Article 8 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this the Indenture, the Notes Subsidiary Guarantees or the Note Guarantees Notes may be waived with the consent of the Holders of a majority in aggregate 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, or tender offer or Exchange Offer for, the Notes). Upon the request of the Issuers Company accompanied by resolutions a resolution of their respective Boards its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereofof the Base Indenture, the Trustee will shall join with the Issuers and the Guarantors Company in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s 's own rights, duties or immunities under this the Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental indentureIndenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 7.02 to approve the particular form of any proposed amendment or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will send shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental Indenture or waiver. Subject to Section 6.04 and Section 6.07 hereof, the The Holders of a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding Notes voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes Indenture or the Note GuaranteesNotes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 7.02 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, this Indenture, any of the Issuers, the Guarantors and the Trustee may amend or supplement this Indenture (including, without limitation, Section 4.10 and Section 4.14 hereof)Collateral Documents, the Notes and the 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, 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 (other than a Default or Event of Default in the payment of the principal of or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or Exchange Offer exchange offer for, Notes), and, subject to Section 6.04 and Section 6.07 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture, the Notes or the Note Guarantees 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 purchase of, or tender offer or Exchange Offer for, Notes). Upon the request of the Issuers Company and the Guarantors accompanied by resolutions a resolution of their respective Boards of Directors authorizing the execution of any such amended or supplemental indentureIndenture, 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 will shall join with the Issuers Company and the Guarantors in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture directly 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 will shall not be obligated to, enter into such amended or supplemental indentureIndenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will send shall mail to the Trustee and the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send mail such notice, notice or any defect therein, will shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental Indenture or waiver. Subject to Section 6.04 and Section 6.07 hereof, the Holders of a majority in aggregate principal amount of the then outstanding Notes 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 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 IssuersIssuer, the Guarantors and the Trustee may amend or supplement this Indenture (including, without limitation, Section 4.10 and Section 4.14 hereof)Indenture, the Notes and Notes, the Guarantees of the Notes, the Intercreditor Agreement, the Priority Deed, the Subordinated Intercompany Note Proceeds Loan, the Note Guarantees Security Documents and Registration Rights Agreement with the consent of the Holders of at least a majority in aggregate principal amount at maturity of the then outstanding Notes (including, without limitation, Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, or tender offer or Exchange Offer for, the Notes), and, subject to Section Sections 6.04 and Section 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the Accreted Value of, premium or Additional Amounts, if any, and Additional Interest, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or Notes, the Guarantees of the Notes, the Intercreditor Agreement, the Priority Deed, the Subordinated Intercompany Note Proceeds Loan, the Note Guarantees Security Documents and the Registration Rights Agreement 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 consents obtained in connection with a tender offer or exchange offer for, or purchase of, or tender offer or Exchange Offer for, the Notes). Upon the request of the Issuers Issuer accompanied by resolutions a resolution of their respective Boards its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 7.03 hereof, the Trustee will join with the Issuers Issuer and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental indentureIndenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it is sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company Issuer will send mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuer to send mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental indenture or waiver. Subject to Section Sections 6.04 and Section 6.07 hereof, the Holders of a majority in aggregate principal amount at maturity of the Notes then outstanding Notes voting as a single class may waive compliance in a particular instance by the Company Issuer with any provision of this Indenture, the Notes or Notes, the Guarantees, the Intercreditor Agreement, the Priority Deed, the Subordinated Intercompany Note Proceeds Loan, the Note GuaranteesSecurity Documents and Registration Rights Agreement. 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 9.029.2, the IssuersCompany, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture (includingincluding Section 3.9, without limitation, Section 4.10 and Section 4.14 4.16 hereof), ) and the Subsidiary Guarantees and the Notes and the 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 Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or Exchange Offer for, exchange offer for the Notes), and, subject to Section 6.04 Sections 6.4 and Section 6.07 6.7 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, 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 Note Guarantees 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 purchase of, or tender offer or Exchange Offer for, exchange offer for the Notes). Upon the request of the Issuers Company and each Subsidiary Guarantor accompanied by resolutions a resolution of their respective Boards its Board of Directors authorizing the execution of any such amended or supplemental indentureIndenture, 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 will shall join with the Issuers Company and the Subsidiary Guarantors in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture directly Indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental indentureIndenture. It is 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 or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will send shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental Indenture or waiver. Subject to Section 6.04 Sections 6.4 and Section 6.07 6.7 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes voting as a single class may waive compliance in a particular instance by the Company or the Subsidiary Guarantors with any provision of this Indenture, the Notes Subsidiary Guarantees or the Note GuaranteesNotes. 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. (a) Except as provided below in this clause (b) of Section 9.02, the Issuers, the Guarantors Issuer and the Trustee may amend or supplement this Indenture (including, without limitation, Section 4.10 and Section 4.14 hereof)Indenture, the Notes Guarantee and the Note Guarantees Notes with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a tender offer or exchange offer for, or purchase of, or tender offer or Exchange Offer for, the Notes), and, subject to Section Sections 6.04 and Section 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, 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 Guarantee or the Note Guarantees Notes and its consequences 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, or tender offer or Exchange Offer for, the Notes). Upon the request of the Issuers Issuer accompanied by resolutions a resolution of their respective Boards its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will shall join with the Issuers Issuer and the Guarantors Guarantor in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental indenture. It is 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 amendment, supplement or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will send Issuer shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuer to send mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental indenture or waiver. Subject to Section 6.04 and Section 6.07 hereof, the Holders of a majority in aggregate principal amount of the then outstanding Notes 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 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 9.029.02 or as permitted by Section 9.01, the Issuers, the Guarantors Company and the Trustee may amend or supplement this Indenture (including, without limitation, Section 4.10 3.09, 4.10, 4.15 and Section 4.14 4.19 hereof), ) and the Notes and the Note Guarantees and the Security Documents with the consent of the Holders of at least a majority in aggregate 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), 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 or the Guarantees or the Security Documents may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, or tender offer or Exchange Offer for, Notes), and, subject to Section 6.04 and Section 6.07 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture, the Notes or the Note Guarantees 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 purchase of, or tender offer or Exchange Offer for, Notes). Upon the request of the Issuers Company accompanied by resolutions a resolution of their respective Boards its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Issuers Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental indentureIndenture. It 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 amendment, supplement or waiver, but it is sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will send provide to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send provide such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental indenture or waiver. Subject to Section Sections 6.04 and Section 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, Indenture or the Notes or the Note Guarantees. 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 9.029.2, this Indenture, the IssuersNotes, the Guarantors and the Trustee may amend or supplement this Indenture (including, without limitation, Section 4.10 and Section 4.14 hereof)Guarantees, the Notes and the Note Guarantees Intercreditor Agreement or any Security Document may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (includingit being understood that the provisions of the Intercreditor Agreement and the Security Documents that may by their terms be amended or supplemented without the consent of the Holders do not require the consent of the Holders contemplated hereby), without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or Exchange Offer forexchange offer, for Notes), and, subject to Section 6.04 and Section 6.07 hereof, any existing Default or Event of Default default or compliance with any provision of this Indenture, the Notes Notes, the Guarantees, the Intercreditor Agreement or the Note Guarantees any Security Document 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 it being understood that the provisions of the Intercreditor Agreement and the Security Documents that may by their terms be waived without the consent of the Holders do not require the consent of the Holders contemplated hereby), including, without limitation, consents obtained in connection with a purchase of, or a tender offer or Exchange Offer exchange offer for, Notes). Upon the request of the Issuers AirGate accompanied by resolutions of their respective Boards of Directors a Board Resolution authorizing the execution of any such amended amendment to this Indenture, the Guarantees, the Intercreditor Agreement, the Security Documents or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaidNotes, and upon receipt by the Trustee of the documents described in Section 7.02 Sections 9.6 and 13.4 hereof, the Trustee will shall join with the Issuers AirGate and the Guarantors in the execution of any amendment to this Indenture, the Guarantees, the Intercreditor Agreement, the Security Documents or the Notes authorized or permitted by the terms of this Indenture 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 amendment to this Indenture, the Guarantees, the Intercreditor Agreement, the Security Documents or supplemental indenture unless such amended or supplemental indenture directly the Notes that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will . It shall not be obligated to, enter into such amended or supplemental indenture. It is not 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 or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.02 9.2 becomes effective, the Company will send AirGate shall mail to the Holders of Notes each Note affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company AirGate to send mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental indenture or waiver. Subject to Section 6.04 Sections 6.2, 6.4 and Section 6.07 6.7 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes voting as a single class may amend or waive compliance in a particular instance by the Company AirGate with any provision of this Indenture, the Notes Indenture or the Note GuaranteesNotes. However, without the consent of each Holder adversely affected, an 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. Section 902 of the Original Indenture is hereby amended to read in its entirety as follows with respect to the Notes: “Except as provided above in Section 901 and below in this Section 9.02902, the IssuersCompany, the Guarantors and the Trustee may amend or supplement this Indenture (including, without limitation, Section 4.10 and Section 4.14 hereof)Indenture, the Notes and or the Note Subsidiary 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 Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or Exchange Offer exchange offer for, Notes), and, subject to Section 6.04 Sections 508 and Section 6.07 513 hereof, any existing Default or Event of Default with respect to the Notes or compliance with any provision of this Indenture, the Notes or the Note Subsidiary Guarantees 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 purchase of, or tender offer or Exchange Offer for, exchange offer for Notes). Upon the request of the Issuers Company accompanied by resolutions a resolution of their respective Boards its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents Opinion of Counsel described in Section 7.02 903 hereof, the Trustee will shall join with the Issuers Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental indenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 902 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it is shall be sufficient if such consent approves the substance of the proposed amendment or waiverthereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will send shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental indenture or waiver. Subject to Sections 508 and 513 hereof and to the last paragraph of this Section 6.04 and Section 6.07 hereof902, the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes Indenture or the Note GuaranteesNotes. 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):