Common use of With Consent of Holders Clause in Contracts

With Consent of Holders. Except as provided below in this Section 9.2, the Company, the Guarantors and the Trustee may amend, supplement or otherwise modify this Indenture, any Guarantee and the Notes issued hereunder with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding and issued under this Indenture (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to Section 6.4 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if any, or interest, if any, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes and the Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding issued under this Indenture (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Section 2.12 hereof and Section 12.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the Company, and upon the filing with the Trustee of evidence of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 9.6 and 12.6 hereof, the Trustee will join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s own rights, duties, liabilities 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. Without the consent of each Holder of Notes affected, an amendment or waiver may not, with respect to any Notes held by a non-consenting Holder:

With Consent of Holders. Except as provided below in this Section 9.29.02, the Company, the Guarantors Company and the Trustee may amend, amend or supplement or otherwise modify this Indenture, any Guarantee the Notes and the Notes issued hereunder Note Guarantees with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding and issued under this Indenture Notes (including 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, or purchase of, the Notes) ), and, subject to Section 6.4 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 interestinterest on, 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 and or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding issued under this Indenture Notes (including 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, or purchase of, the Notes). Section 2.12 hereof and Section 12.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the CompanyCompany accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 9.6 and 12.6 Section 7.02 hereof, the Trustee will join with the 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, liabilities 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. Without It is not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes or the Note Guarantees. However, without the consent of each Holder of Notes affected, an amendment amendment, supplement 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. Except as otherwise provided below in this Section 9.2herein, the Company, the Guarantors Company and the Trustee may amend, amend or supplement or otherwise modify this Indenture, any Guarantee and the Notes issued hereunder or the Subsidiary Guarantees with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding and issued under this Indenture Notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to Section 6.4 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, if any, on for the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes and the Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding issued under this Indenture (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Section 2.12 hereof and Section 12.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the Company, accompanied by a resolution of the Board of Directors of the Company authorizing the execution of any such supplemental indenture or amendment, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections Section 9.6 and 12.6 hereof, the Trustee will shall join with the Company and the Subsidiary Guarantors in the execution of such amended or supplemental indenture or amendment unless such amended or supplemental indenture or amendment affects the Trustee’s 's own rights, duties, liabilities 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 supplemental indenture. It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed supplemental indenture or amendment, but it shall be sufficient if such consent approves the substance thereof. After a supplemental Indentureindenture or amendment under this Section 9.2 becomes effective, the Company shall mail to the Holders of each Note affected thereby a notice briefly describing the amendment or waiver. Without Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture, amendment or waiver. Subject to Sections 6.8 and 6.12 hereof, the Holders of a majority in principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder of Notes affected, an amendment or waiver under this Section may not, not (with respect to any Notes held by a non-consenting Holder:Holder of Notes):

With Consent of Holders. Except as provided below in this Section 9.2, the Company, the Guarantors The Partnership and the Trustee may amend, amend or supplement or otherwise modify this Indenture, any Guarantee the Securities Guarantees and the Notes issued hereunder Securities with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding Outstanding Securities of each series of Securities affected by such amendment or supplemental indenture, with each such series voting as a separate class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities) and, subject to Section 5.8 and issued under Section 5.13 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture Indenture, the Securities Guarantees or the Securities may be waived with respect to each series of Securities with the consent of the Holders of a majority in principal amount of the Outstanding Securities of such series voting as a separate class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) andSecurities). It is not necessary for the consent of the Holders of Securities under this Section 9.2 to approve the particular form of any proposed amendment, subject supplement or waiver, but it is sufficient if such consent approves the substance of the proposed amendment, supplement or waiver. After an amendment, supplement or waiver under this Article Nine becomes effective, the Partnership will mail to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Partnership to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amendment, supplemental indenture or waiver. Subject to Section 6.4 5.8 and Section 5.13 hereof, any existing Default or Event the application of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest, if any, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with with, either generally or in any particular instance, of any provision of this Indenture, the Notes and Securities or the Securities Guarantees may be waived with the consent as to each series of Securities by the Holders of a majority in aggregate principal amount of the Notes then outstanding issued under this Indenture Outstanding Securities of such series voting as a separate class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, NotesSecurities). Section 2.12 hereof and Section 12.6 hereof shall determine which Notes are considered Notwithstanding anything contained herein to be “outstanding” for the purposes of this Section 9.2. Upon the request of the Companycontrary, and upon the filing with the Trustee of evidence of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 9.6 and 12.6 hereof, the Trustee will join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s own rights, duties, liabilities 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. Without without the consent of each Holder of Notes affected, an amendment amendment, supplement or waiver under this Section 9.2 may not, not (with respect to any Notes Securities held by a non-consenting Holder:):

With Consent of Holders. Except as provided below in the next succeeding paragraphs, this Section 9.2, Indenture or the Company, the Guarantors and the Trustee Securities may amend, supplement be amended or otherwise modify this Indenture, any Guarantee and the Notes issued hereunder supplemented with the consent of the Holders of at least a majority in aggregate principal amount Principal Amount of the Notes Securities then outstanding affected by such supplemental indenture, and issued under this Indenture (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to Section 6.4 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, 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 and the Guarantees Securities of any series may be waived with the consent of the Holders of a majority in aggregate principal amount Principal Amount of the Notes then outstanding issued under this Indenture (including consents obtained in connection with a purchase of, Securities affected by such default or tender offer or exchange offer for, Notes). Section 2.12 hereof and Section 12.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2compliance. Upon the request of the CompanyCompany accompanied by a resolution of its Board of Directors authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 9.6 and 12.6 Section 8.04 hereof, the Trustee will shall join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s own rights, duties, liabilities 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 supplemental indenture. It shall not be necessary for the consent of the Holders under this Section 8.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental Indentureindenture or waiver. Subject to Sections 5.04 and 5.07 hereof, the Holders of a majority in aggregate Principal Amount of the Securities then outstanding affected may waive compliance in a particular instance by the Company with any provision of this Indenture or such Securities. Without the consent of each Holder of Notes affectedaffected hereby, however, an amendment or waiver may not, with respect to any Notes held by a non-consenting Holder:

With Consent of Holders. Except as provided below in this Section 9.29.02, the Company, the Co-Issuer, the Guarantors (solely with respect to the Guarantee to which it is a party) and the Trustee may amend, amend or supplement or otherwise modify this Indenture, any Guarantee the Notes and the Notes issued hereunder Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding and issued under this Indenture voting as a single class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes) ), and, subject to Section 6.4 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, if any, interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees or the Notes and the Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding issued under this Indenture Notes (including Additional Notes, if any), other than Notes beneficially owned by the Company or its Affiliates, voting as a single class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or offer to purchase with respect to the Notes); provided that (x) if any such amendment or waiver will only affect one series of Notes (or less than all series of Notes) then outstanding hereunder, then only the consent of the Holders of a majority in principal amount of the Notes of such series then outstanding (including, in each case, consents obtained in connection with a tender offer or exchange offer or offer to purchase with respect to the Notes) shall be required and (y) if any such amendment or waiver by its terms will affect a series of Notes in a manner different and materially adverse relative to the manner such amendment or waiver affects other series of Notes, then the consent of the Holders of a majority in principal amount of the Notes of such adversely affected series then outstanding (including, in each case, consents obtained in connection with a tender offer or exchange offer or offer to purchase with respect to the Notes) shall be required. Section 2.12 2.08 hereof and Section 12.6 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.29.02. Upon the request of the CompanyCompany accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 9.6 and 12.6 Section 7.02 hereof, the Trustee will shall join with the Company Company, the Co-Issuer and the Guarantors (solely with respect to the Guarantee to which it is a party) in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties, liabilities 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 shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall deliver to the Holders affected thereby (with a copy to the Trustee) a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to deliver such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Without the consent of each affected Holder (including, for the avoidance of doubt, any Notes affectedheld by Affiliates), 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. Except as provided below in this Section 9.2902, the Company, the Guarantors Company and the Trustee may amend, amend or supplement or otherwise modify this Indenture, any Guarantee Indenture and the Notes issued hereunder Securities of any series 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 Securities of that series then outstanding and issued under this Indenture Outstanding voting as a single class (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) that series of Securities), and, subject to Section 6.4 Sections 504 and 507 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 and interest, if any, on the Notessuch Securities, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes and the Guarantees Indenture or such Securities may be waived with the consent of the Holders of a majority in aggregate principal amount at maturity of the Notes then outstanding issued under this Indenture Outstanding Securities of that series voting as a single class (including without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notesthat series of Securities). Section 2.12 hereof and Section 12.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the CompanyCompany accompanied by a Board Resolution authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes that series of Securities as aforesaid, and upon receipt by the Trustee of the documents described in Sections 9.6 and 12.6 hereofSection 603 of this Indenture, the Trustee will shall join with the 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, liabilities 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. Without It shall not be necessary for the consent of the Holders of Securities under this Section 902 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Company shall mail to the Holders of Securities of any series affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 504 and 507 hereof, the Holders of a majority in aggregate principal amount at maturity of a series of Securities then Outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Securities. However, without the consent of each Holder of Notes a series of Securities affected, an amendment or waiver under this Section 902 may not, not (with respect to any Notes the series of Securities held by a non-consenting Holder:):

With Consent of Holders. (a) Except as provided below in this Section 9.2, the CompanyIssuer, the Guarantors and the Trustee may amend, amend or supplement or otherwise modify this Indenture, any Guarantee and the Notes issued hereunder Note Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding and issued under this Indenture (including Indenture, including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) , and, subject to Section Sections 6.4 and 6.7 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest, if any, interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance by the Issuer or any Restricted Subsidiary with any provision of this Indenture, the Notes and the Guarantees Note Documents may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes issued under this Indenture (including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, for Notes). Section 2.12 hereof and Section 12.6 13.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the CompanyIssuer accompanied by a Board Resolution authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 9.6 and 12.6 13.4 hereof, the Trustee will join with the Company Issuer and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s own rights, duties, liabilities 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. Without the consent of each Holder of Notes affected, an amendment or waiver may not, with respect to any Notes held by a non-consenting Holder:.

With Consent of Holders. Except as otherwise provided below in this Section 9.2herein, the Company, the Guarantors Company and the Trustee may amend, amend or supplement or otherwise modify this Indenture, any Guarantee and the Collateral Documents, the Notes issued hereunder or the Subsidiary Guarantees with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding and issued under this Indenture Notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to Section 6.4 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, if any, on for the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes and the Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding issued under this Indenture (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Section 2.12 hereof and Section 12.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the Company, accompanied by a resolution of the Board of Directors of the Company authorizing the execution of any such supplemental indenture or amendment, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections Section 9.6 and 12.6 hereof, the Trustee will shall join with the Company and the Subsidiary Guarantors in the execution of such amended or supplemental indenture or amendment unless such amended or supplemental indenture or amendment affects the Trustee’s 's own rights, duties, liabilities 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 supplemental indenture. It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed supplemental indenture or amendment, but it shall be sufficient if such consent approves the substance thereof. After a supplemental Indentureindenture or amendment under this Section 9.2 becomes effective, the Company shall mail to the Holders of each Note affected thereby a notice briefly describing the amendment or waiver. Without Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture, amendment or waiver. Subject to Sections 6.8 and 6.12 hereof, the Holders of a majority in principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder of Notes affected, an amendment or waiver under this Section may not, not (with respect to any Notes held by a non-consenting Holder:Holder of Notes):

With Consent of Holders. Except as provided below in the next succeeding paragraphs, this Section 9.2, Indenture or the Company, the Guarantors and the Trustee Securities may amend, supplement be amended or otherwise modify this Indenture, any Guarantee and the Notes issued hereunder supplemented with the consent of the Holders of at least a majority in aggregate principal amount Principal Amount of the Notes Securities then outstanding affected by such supplemental indenture, and issued under this Indenture (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to Section 6.4 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, 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 and the Guarantees Securities of any series may be waived with the consent of the Holders of a majority in aggregate principal amount Principal Amount of the Notes then outstanding issued under this Indenture (including consents obtained in connection with a purchase of, Securities affected by such default or tender offer or exchange offer for, Notes). Section 2.12 hereof and Section 12.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2compliance. Upon the request of the CompanyCompany accompanied by a resolution of its Board of Directors authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 9.6 and 12.6 Section 9.04 hereof, the Trustee will shall join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s own rights, duties, liabilities 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 supplemental indenture. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental Indentureindenture or waiver. Subject to Sections 5.04 and 5.07 hereof, the Holders of a majority in aggregate Principal Amount of the Securities then outstanding affected may waive compliance in a particular instance by the Company with any provision of this Indenture or such Securities. Without the consent of each Holder of Notes affectedaffected hereby, however, an amendment or waiver may not, with respect to any Notes held by a non-consenting Holder:

With Consent of Holders. Except as provided below in this Section 9.28.02, the Company, the Guarantors Guarantor and the Trustee may amend, amend or supplement or otherwise modify this Indenture, any Guarantee and the Notes issued hereunder Indenture with the consent (including consents obtained in connection with a tender offer or exchange offer for the Securities or a solicitation of consents in respect of the Securities, provided that in each case such offer or solicitation is made to all Holders of the Securities then outstanding on equal terms) of the Holders of at least a majority in aggregate principal amount of the Securities then outstanding affected thereby. The Holders of a majority in aggregate principal amount of the Notes Securities then outstanding and issued under may waive compliance in a particular instance by the Company or the Guarantor with any provision of this Indenture or the Securities (including consents waivers obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to Section 6.4 hereof, any existing Default for the Securities or Event a solicitation of Default (other than a Default or Event of Default consents in the payment respect of the principal ofSecurities, premium, if any, provided that in each case such offer or 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 and the Guarantees may be waived with the consent solicitation is made to all Holders of the Holders of a majority in aggregate principal amount of the Notes Securities then outstanding issued under this Indenture (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Noteson equal terms). Section 2.12 hereof and Section 12.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the CompanyCompany and the Guarantor accompanied by a resolution of the Board of Directors of each of the Company and the Guarantor authorizing the execution of any supplemental indenture entered into to effect any such amendment, supplement or waiver, and upon the filing with the Trustee of evidence of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 9.6 and 12.6 hereofSection 8.06, the Trustee will shall join with the Company and the Guarantors Guarantor in the execution of such amended supplemental indenture. After an amendment, supplement or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s own rights, duties, liabilities or immunities waiver under this Indenture Section 8.02 becomes effective, the Company shall mail to the Holders of each Security affected thereby a notice briefly describing the amendment, supplement or otherwisewaiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in which case any way impair or affect the Trustee may in its discretionvalidity of any such amendment, supplement or waiver. It shall not be necessary for the consent of the Holders under this Section 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but will not it shall be obligated to, enter into sufficient if such amended or supplemental Indentureconsent approves the substance thereof. Without the consent of each Holder of Notes affected, an amendment amendment, supplement or waiver under this Section 8.02 may not, with respect to any Notes held by a non-consenting Holder:

With Consent of Holders. Except as provided in Section 9.01 and below in this Section 9.29.02, the Company, the Guarantors Company and the Trustee may amend, amend or supplement or otherwise modify this Indenture, any Guarantee the Notes, and the Notes issued hereunder Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding and issued under this Indenture voting as a single class (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes) ), and, subject to Section 6.4 hereofSections 6.04 and 6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, premium or interest, if any, interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees or the Notes and the Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding issued under this Indenture Notes (other than Notes beneficially owned by the Company or its Affiliates in accordance with Section 2.09) voting as a single class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Section 2.12 hereof 2.08 and Section 12.6 hereof 2.09 shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.29.02. Upon the request of the CompanyCompany accompanied by a resolution of its Board 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 Sections 9.6 and 12.6 hereofSection 9.06, the Trustee will shall join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s their own rights, duties, liabilities 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 shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall deliver to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to deliver such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Without the consent of each Holder of Notes affectedaffected Holder, 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. Except as provided below in this Section 9.2, the Company, the Guarantors The Company and the Trustee may amend, supplement amend or otherwise modify this Indenture, any Guarantee and the Notes issued hereunder enter into an indenture or indentures supplemental hereto with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding and issued under this Indenture (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to Section 6.4 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, 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 and the Guarantees may be waived with the consent of the . The Holders of a majority in aggregate principal amount of the Notes then outstanding issued under may, or the Trustee with the written consent of the Holders of at least a majority in principal amount of the then outstanding Notes may, waive compliance in a particular instance by the Company with any provision of this Indenture (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). Section 2.12 hereof and Section 12.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the Company, accompanied by a resolution of the Board of Directors authorizing the execution of any such amendment or supplemental indenture, and upon the filing with the Trustee of evidence of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections Section 9.6 and 12.6 hereof, the Trustee will shall join with the Company and the Guarantors in the execution of such amended amendment or supplemental indenture unless such amended amendment or supplemental indenture affects the Trustee’s 's own rights, duties, liabilities 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 amendment or supplemental Indentureindenture. Without It shall not be necessary for the consent of the Holders under this Section 9.2 to approve the particular form of any proposed amendment, supplemental indenture or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplemental indenture or waiver under Section 9.1 or this Section 9.2 becomes effective, the Company shall mail to the Holders of each Note affected thereby a copy of such amendment, supplemental indenture or waiver and a notice briefly describing the amendment, supplemental indenture or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplemental indenture or waiver. Notwithstanding the first paragraph of this Section 9.2, without the consent of each Holder of Notes affected, an amendment amendment, supplemental indenture or waiver may under this Section 9.2 shall not, with respect to any Notes held by a non-consenting Holder:

With Consent of Holders. Except as provided below in this Section 9.29.02, the Company, the Guarantors and the Trustee may amend, supplement or otherwise modify this Indenture, any Guarantee and the Notes 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 and issued under this Indenture (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes) ), and, subject to Section 6.4 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, 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 and the Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding issued under this Indenture Notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for the Notes). Section 2.12 hereof and Section 12.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the Company, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described an Officers' Certificate and an Opinion of Counsel in Sections 9.6 and 12.6 compliance with Section 1.05 hereof, the Trustee will shall join with the Company and the Guarantors in the execution of such amended amendment or supplemental indenture unless such amended amendment or supplemental indenture adversely affects the Trustee’s 's own rights, duties, liabilities 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 amendment or supplemental Indentureindenture. Without It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed supplemental indenture or amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders of each Note affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder of Notes affected, an amendment or waiver may not, not (with respect to any Notes Note held by a non-consenting Holder:):

With Consent of Holders. Except as provided below in All other modifications and amendments of this Section 9.2, the Company, the Guarantors and the Trustee Indenture may amend, supplement or otherwise modify this Indenture, any Guarantee and the Notes issued hereunder be made with the consent of the Holders of a majority in aggregate the then outstanding principal amount of the Notes then outstanding and issued under this Indenture (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to Section 6.4 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, if any, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenturethat, the Notes and the Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding issued under this Indenture (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Section 2.12 hereof and Section 12.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the Company, and upon the filing with the Trustee of evidence of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 9.6 and 12.6 hereof, the Trustee will join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s own rights, duties, liabilities 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. Without without the consent of each Holder of the Notes affectedaffected thereby, an no amendment may, directly or waiver indirectly: (i) reduce the amount of Notes whose Holders must consent to any amendment; (ii) reduce the rate of or change or have the effect of changing the time for payment of interest, including defaulted interest, on any Notes; (iii) reduce the principal of or change or have the effect of changing the fixed maturity of any Notes, or change the date on which any Notes may notbe subject to redemption or repurchase, or reduce the redemption or repurchase price therefor; (iv) make any Notes payable in money other than that stated in the Notes; (v) make any change in provisions of this Indenture protecting the right of each Holder of a Note to receive payment of principal of and interest on such Note on or after the due date thereof or to bring suit to enforce such payment or permitting Holders of a majority in principal amount of Notes to waive Defaults or Events of Default; (vi) amend, change or modify in any material respect the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control or make and consummate a Net Proceeds Offer with respect to any Asset Sale that has been consummated or modify any of the provisions or definitions with respect thereto; (vii) modify or change any provision of this Indenture or Section 1.01 affecting the ranking of the Notes held by or any Guarantee in a non-consenting Holder:manner which adversely affects the Holders; or (viii) release any Subsidiary Guarantor from any of its obligations under its Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture.

With Consent of Holders. Except as provided in Section 8.01 or below in this Section 9.28.02, the Company, the Guarantors Guarantor, the Trustee and the Trustee Securities Administrator may amend, amend or supplement this Indenture or otherwise modify this Indenture, any Guarantee and of the Notes issued hereunder Securities with the consent (including consents obtained in connection with a tender offer or exchange offer for the Securities or a solicitation of consents in respect of the Securities, provided that in each case such offer or solicitation is made to all Holders of the Securities then outstanding on equal terms) of the Holders of a majority in aggregate principal amount of the Notes Securities then outstanding and issued under this Indenture (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to Section 6.4 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, 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 and the Guarantees may be waived with the consent of the affected thereby. The Holders of a majority in aggregate principal amount of the Notes Securities then outstanding issued under may waive compliance in a particular instance by the Company or the Guarantor with any provision of this Indenture or the Securities (including consents waivers obtained in connection with a purchase of, or tender offer or exchange offer forfor such Securities or a solicitation of consents in respect of such Securities, Notesprovided that in each case such offer or solicitation is made to all Holders of the Securities then outstanding on equal terms). Section 2.12 hereof and Section 12.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the Company, Company and the Guarantor and upon the filing with the Trustee and the Securities Administrator of evidence of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee and the Securities Administrator of the documents described in Sections 9.6 and 12.6 hereofSection 8.06, the Trustee will and the Securities Administrator shall join with the Company and the Guarantors Guarantor in the execution of such amended or any supplemental indenture unless entered into to effect any such amended amendment, supplement or supplemental indenture affects the Trustee’s own rightswaiver. After an amendment, duties, liabilities supplement or immunities waiver under this Indenture Section 8.02 becomes effective, the Company shall send to the Holders of each Security affected thereby a notice briefly describing the amendment, supplement or otherwisewaiver. Any failure of the Company to send such notice, or any defect therein, shall not, however, in which case any way impair or affect the Trustee may in its discretionvalidity of any such amendment, supplement or waiver. It shall not be necessary for the consent of the Holders under this Section 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but will not it shall be obligated to, enter into sufficient if such amended or supplemental Indentureconsent approves the substance thereof. Without the consent of each Holder of Notes affected, an amendment amendment, supplement or waiver under this Section 8.02 may not, with respect to any Notes held by a non-consenting Holder:

With Consent of Holders. Except as provided below in this Section 9.29.02, the Company, the Guarantors Company and the Trustee may amend, amend or supplement or otherwise modify this Indenture, any Guarantee the Notes and the Notes issued hereunder Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding and issued under this Indenture Notes (including 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, or purchase of, the Notes) ), and, subject to Section 6.4 hereofSections 6.04 and 6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest, 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 and or the Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding issued under this Indenture Notes (including including, without limitation, the 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, or purchase of, the Notes). Section 2.12 hereof and Section 12.6 hereof 2.11 shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.29.02. Upon the request of the CompanyCompany accompanied by a Board Resolution authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 9.6 and 12.6 hereofSection 7.02, the Trustee will join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless indenture, except that the Trustee need not execute such amended or supplemental indenture if the Trustee reasonably believes that such amended or supplemental indenture adversely affects the Trustee’s own rights, duties, liabilities 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. Without the consent of each Holder of Notes affected, an amendment amendment, supplement or waiver may not, not (with respect to any Notes held by a non-consenting Holder:):

With Consent of Holders. Except as provided in Section 8.01 or below in this Section 9.28.02, the Company, the Guarantors and the Trustee may amend, amend or supplement this Indenture or otherwise modify this Indenture, any Guarantee and each series of the Notes issued hereunder Securities with the consent (including consents obtained in connection with a tender offer or exchange offer for such Securities or a solicitation of consents in respect of such Securities, provided that in each case such offer or solicitation is made to all Holders of the Securities of such series then outstanding on equal terms) of the Holders of a majority in aggregate principal amount of the Notes Securities of such series then outstanding and issued under this Indenture (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to Section 6.4 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, 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 and the Guarantees may be waived with the consent of the affected thereby. The Holders of a majority in aggregate principal amount of the Notes Securities of any series then outstanding issued under may waive compliance in a particular instance by the Company or the Guarantors with any provision of this Indenture or the Securities of such series (including consents waivers obtained in connection with a purchase of, or tender offer or exchange offer forfor such Securities or a solicitation of consents in respect of such Securities, Notesprovided that in each case such offer or solicitation is made to all Holders of the Securities of such series then outstanding on equal terms). Section 2.12 hereof and Section 12.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the Company, Company and the Guarantors and upon the filing with the Trustee of evidence of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 9.6 and 12.6 hereofSection 8.06, the Trustee will shall join with the Company and the Guarantors in the execution of such amended or any supplemental indenture unless entered into to effect any such amended amendment, supplement or supplemental indenture affects the Trustee’s own rightswaiver. After an amendment, duties, liabilities supplement or immunities waiver under this Indenture Section 8.02 becomes effective, the Company shall send to the Holders of each Security of the series affected thereby a notice briefly describing the amendment, supplement or otherwisewaiver. Any failure of the Company to send such notice, or any defect therein, shall not, however, in which case any way impair or affect the Trustee may in its discretionvalidity of any such amendment, supplement or waiver. It shall not be necessary for the consent of the Holders under this Section 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but will not it shall be obligated to, enter into sufficient if such amended or supplemental Indentureconsent approves the substance thereof. Without the consent of each Holder of Notes the series affected, an amendment amendment, supplement or waiver under this Section 8.02 may not, with respect to any Notes held by a non-consenting Holder:

With Consent of Holders. Except as provided below in this Section 9.29.02, the Company, the Guarantors and the Trustee may amendamend or supplement this Indenture (including Sections 3.09, supplement or otherwise modify this Indenture, any Guarantee 4.10 and 4.15 hereof) and the Notes issued hereunder with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding and issued under this Indenture (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes) ), and, subject to Section 6.4 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 interestAdditional 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, Indenture or the Notes and the Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding issued under this Indenture Notes (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). Section 2.12 hereof and Section 12.6 2.10 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.29.02. Upon the request of the CompanyCompany accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 9.6 and 12.6 Section 7.02 hereof, the Trustee will shall join with the Company and the Guarantors in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture Indenture directly adversely affects the Trustee’s own rights, duties, liabilities 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. Without It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder of Notes affected, an amendment amendment, supplement 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. Except as provided below in this Section 9.29.02, the Company, the Guarantors Company and the Trustee may amend, amend or supplement or otherwise modify this Indenture, any Guarantee the Notes and the Notes issued hereunder Note Guarantees with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding and issued under this Indenture Notes (including 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, or purchase of, the Notes) ), and, subject to Section 6.4 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 interestinterest on, 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 and or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding issued under this Indenture Notes (including 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, or purchase of, the Notes). Section 2.12 hereof and Section 12.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the CompanyCompany accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 9.6 7.02 and 12.6 9.05 hereof, the Trustee will join with the 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, liabilities 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 be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes or the Note Guarantees. Without However, without the consent of each Holder of Notes affected, an amendment amendment, supplement 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. Except as provided below in this Section 9.29.02, the Company, the Guarantors and the Trustee may amend, supplement this Indenture or otherwise modify this Indenture, any Guarantee and the Notes 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 and issued under this Indenture (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes) ), and, subject to Section 6.4 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, 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 and the Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then-outstanding Notes then outstanding issued under this Indenture (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for the Notes). Section 2.12 hereof and Section 12.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the Company, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described an Officers’ Certificate and an Opinion of Counsel in Sections 9.6 and 12.6 compliance with Section 13.03 hereof, the Trustee will shall join with the Company and the Guarantors in the execution of such amended amendment or supplemental indenture unless such amended amendment or supplemental indenture adversely affects the Trustee’s own rights, duties, liabilities 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 amendment or supplemental Indentureindenture. Without It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed supplemental indenture or amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders of each Note affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder of Notes affected, an amendment or waiver may not, not (with respect to any Notes Note held by a non-consenting Holder:):

With Consent of Holders. Except as provided below in this Section 9.28.02, the Company, each Guarantor, if any, the Guarantors Trustee and the Trustee Securities Administrator may amend, amend or supplement or otherwise modify this Indenture, any Guarantee and the Notes issued hereunder Indenture with the consent (including consents obtained in connection with a tender offer for the Securities or a series of Securities or a solicitation of consents in respect of the Securities or a series of Securities, provided that such offer or solicitation is made to all Holders of the applicable series of Securities then outstanding on equal terms) of the Holders of at least a majority in aggregate principal amount of the series of Securities affected by such supplemental indenture then outstanding affected thereby. The Holders of a majority in aggregate principal amount of the Notes Securities of a series then outstanding and issued under may waive compliance in a particular instance by the Company or any Guarantor with any provision of this Indenture or the applicable Securities (including consents waivers obtained in connection with a purchase of, or tender offer for such Securities or exchange offer for, Notes) and, subject to Section 6.4 hereof, any existing Default or Event a solicitation of Default (other than a Default or Event consents in respect of Default in the payment of the principal of, premium, if any, or 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 and the Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding issued under this Indenture (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Section 2.12 hereof and Section 12.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2such Securities. Upon the request of the CompanyCompany and each Guarantor, if any, accompanied by a resolution of the Board of Directors of each of the Company and each Guarantor, if any, authorizing the execution of any supplemental indenture entered into to effect any such amendment, supplement or waiver, and upon the filing with the Trustee and the Securities Administrator of evidence of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee and the Securities Administrator of the documents described in Sections 9.6 and 12.6 hereofSection 8.06, the Trustee will and the Securities Administrator shall join with the Company and the Guarantors each Guarantor, if any, in the execution of such amended supplemental indenture. After an amendment, supplement or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s own rights, duties, liabilities or immunities waiver under this Indenture Section 8.02 becomes effective, the Company shall send to the Holders of each Security affected thereby a notice briefly describing the amendment, supplement or otherwisewaiver. Any failure of the Company to send such notice, or any defect therein, shall not, however, in which case any way impair or affect the Trustee may in its discretionvalidity of any such amendment, supplement or waiver. It shall not be necessary for the consent of the Holders under this Section 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but will not it shall be obligated to, enter into sufficient if such amended or supplemental Indentureconsent approves the substance thereof. Without the consent of each Holder of Notes affected, an amendment amendment, supplement or waiver under this Section 8.02 may not, with respect to any Notes held by a non-consenting Holder:

With Consent of Holders. Except as provided below in this Section 9.2, the CompanyThe Partnership, the Guarantors (if any) and the Trustee may amend, amend or supplement or otherwise modify this Indenture, any the Securities Guarantee and the Notes issued hereunder Securities with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding Outstanding Securities of each series of Securities affected by such amendment or supplemental indenture, with each such series voting as a separate class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities) and, subject to Section 5.8 and issued under Section 5.13 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture Indenture, the Securities Guarantee or the Securities may be waived with respect to each series of Securities with the consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series voting as a separate class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to Section 6.4 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, 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 and the Guarantees may be waived with Securities). It is not necessary for the consent of the Holders of a majority in aggregate principal amount Securities under this Section 9.2 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance of the Notes then outstanding issued proposed amendment, supplement or waiver. After an amendment, supplement or waiver under this Indenture (including consents obtained in connection with a purchase ofSection 9.2 becomes effective, or tender offer or exchange offer for, Notes). Section 2.12 hereof and Section 12.6 hereof shall determine which Notes are considered the Partnership will mail to be “outstanding” for the purposes of this Section 9.2. Upon the request of the Company, and upon the filing with the Trustee of evidence of the consent of the Holders of Notes as aforesaidSecurities affected thereby a notice briefly describing the amendment, and upon receipt by the Trustee supplement or waiver. Any failure of the documents described Partnership to mail such notice, or any defect therein, will not, however, in Sections 9.6 and 12.6 hereofany way impair or affect the validity of any such amendment, the Trustee will join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture affects waiver. Notwithstanding anything contained herein to the Trustee’s own rightscontrary, duties, liabilities 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. Without without the consent of each Holder of Notes affected, an amendment amendment, supplement or waiver under this Section 9.2 may not, not (with respect to any Notes Securities held by a non-consenting Holder:):

With Consent of Holders. Except as provided below in this Section 9.2, the Company, the Guarantors any Guarantor and the Trustee together may amend, supplement or otherwise modify amend this Indenture, any Guarantee and the Notes issued hereunder and any Subsidiary Guarantee with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding and issued under this Indenture Notes (including consents obtained in connection with a purchase of, of or a tender offer or exchange offer for, Notes) and, subject to Section 6.4 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, 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 and the Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding issued under this Indenture (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for Notes). Section 2.12 hereof and Section 12.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the Company, accompanied by a resolution of the Board of Directors of the Company, authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections Section 9.6 and 12.6 hereof, the Trustee will shall join with the Company and any Guarantor, as the Guarantors case may be, in the execution of such amended or supplemental indenture unless such amended or supplemental indenture adversely affects the Trustee’s 's own rights, duties, liabilities 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 supplemental indenture. It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment or waiver under this Section 9.2 becomes effective, the Company shall mail to the Holders of each Note affected thereby a notice briefly describing the amendment or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental Indentureindenture or waiver. Without Subject to Sections 6.4 and 6.7 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of or a tender offer or exchange offer for Notes) may waive any existing default or compliance in a particular instance by the Company or any Guarantor with any provision of this Indenture or the Notes. However, without the consent of each Holder of Notes affected, an amendment or waiver under this Section may not, not (with respect to any Notes held by a non-consenting Holder:):

With Consent of Holders. Except as provided below in this Section 9.2, the Company, the Guarantors and the Trustee Trustee, if applicable, may amend, amend or supplement or otherwise modify this Indenture, any Guarantee and the Notes issued hereunder Note Document with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding and issued under this Indenture (including Indenture, including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) , and, subject to Section Sections 6.4 and 6.7 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest, if any, 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 and the Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes issued under this Indenture (including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, for Notes). Section 2.12 hereof and Section 12.6 12.4 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the CompanyCompany accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 9.6 and 12.6 12.2 hereof, the Trustee will join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s own rights, duties, liabilities 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. Without the consent of each Holder of Notes affected, an amendment amendment, supplement or waiver may not, with respect to any Notes issued thereunder and held by a non-consenting nonconsenting Holder:

With Consent of Holders. Except as provided below in All other modifications and amendments of this Section 9.2, the Company, the Guarantors and the Trustee Indenture may amend, supplement or otherwise modify this Indenture, any Guarantee and the Notes issued hereunder be made with the consent of the Holders of a majority in aggregate the then outstanding principal amount of the Notes then outstanding and issued under this Indenture (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to Section 6.4 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, if any, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenturethat, the Notes and the Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding issued under this Indenture (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Section 2.12 hereof and Section 12.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the Company, and upon the filing with the Trustee of evidence of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 9.6 and 12.6 hereof, the Trustee will join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s own rights, duties, liabilities 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. Without without the consent of each Holder of the Notes affectedaffected thereby, an no amendment may, directly or waiver indirectly: (i) reduce the amount of Notes whose Holders must consent to any amendment; (ii) reduce the rate of or change or have the effect of changing the time for payment of interest, including defaulted interest, on any Notes; (iii) reduce the principal of or change or have the effect of changing the fixed maturity of any Notes, or change the date on which any Notes may notbe subject to redemption or repurchase, or reduce the redemption or repurchase price therefor; (iv) make any Notes payable in money other than that stated in the Notes; (v) make any change in provisions of this Indenture protecting the right of each Holder of a Note to receive payment of principal of and interest on such Note on or after the due date thereof or to bring suit to enforce such payment or permitting Holders of a majority in principal amount of Notes to waive Defaults or Events of Default; (vi) amend, change or modify in any material respect the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control or make and consummate a Net Proceeds Offer with respect to any Asset Sale that has been consummated or modify in any material respect any of the provisions or definitions with respect thereto; (vii) modify or change any provision of this Indenture affecting the ranking of the Notes held by or any Guarantee in a non-consenting Holder:manner which adversely affects the Holders; or (viii) release any Guarantor from any of its obligations under its Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture. After an amendment, supplement or waiver under this Section 9.02 becomes effective (as provided in Section 9.04), the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

With Consent of Holders. Except as provided below in this Section 9.29.02, the CompanyIssuer, the Guarantors Guarantors, the Trustee, the Collateral Agent and the Trustee Escrow Agent, as applicable, may amendamend or supplement the Indenture Documents and the Escrow Agreement (including, supplement or otherwise modify this Indenturewithout limitation, any Guarantee Sections 3.09, 4.10 and 4.14) and the Notes issued hereunder and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding and issued under this Indenture Notes (including 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, or purchase of, the Notes) ), and, subject to Section 6.4 hereofSections 6.04 and 6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest, if any, on the Notes, except a payment default resulting from an acceleration that has been rescindedclause (4) below) or compliance with any provision of this Indenture, the Notes and Indenture Documents or the Guarantees Escrow Agreement may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding issued under this Indenture Notes (including 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, or purchase of, the Notes). Section 2.12 hereof and Section 12.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the CompanyIssuer, and upon the filing with the Trustee Trustee, the Collateral Agent and the Escrow Agent, as applicable, of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee Trustee, the Collateral Agent and the Escrow Agent, as applicable, of the documents described in Sections 9.6 and 12.6 hereofSection 7.02(b), the Trustee Trustee, the Collateral Agent and the Escrow Agent, as applicable, will join with the Company Issuer and the Guarantors in the execution of such amended or supplemental indenture or amendment or supplement to another Indenture Document or the Escrow Agreement (and/or, in the case of a Collateral Document, such Collateral Document) unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties, liabilities 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 or amendment or supplement to another Indenture Document (or provide such instruction). Without It is not necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer will mail (or, in the case of Global Notes, transmit in accordance with the Applicable Procedures) to the Holders affected thereby a notice briefly describing such amendment, supplement or waiver; provided, however, that any failure of the Issuer to mail (or, in the case of Global Notes, transmit in accordance with the Applicable Procedures) such notice, or any defect therein, will not in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07, the Holders of a majority in aggregate principal amount of the then outstanding Notes voting as a single class may waive compliance in a particular instance by the Issuer with any provision of the Indenture Documents. However, 120 without the consent of each Holder of Notes affected, an amendment amendment, supplement 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. Except as provided below in this Section 9.2, the Company, the Guarantors The Company and the Trustee may amend, supplement amend or otherwise modify this Indenture, any Guarantee and the Notes issued hereunder enter into an indenture or indentures supplemental hereto with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding and issued under this Indenture (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to Section 6.4 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, 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 and the Guarantees may be waived with the consent of the . The Holders of a majority in aggregate principal amount of the Notes then outstanding issued under may, or the Trustee with the written consent of the Holders of at least a majority in principal amount of the then outstanding Notes may, waive compliance in a particular instance by the Company with any provision of this Indenture (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). Section 2.12 hereof and Section 12.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the Company, accompanied by a resolution of the Board of Directors authorizing the execution of any such amendment or supplemental indenture, and upon the filing with the Trustee of evidence of the consent of the Holders of Notes Noteholders as aforesaid, and upon receipt by the Trustee of the documents described in Sections Section 9.6 and 12.6 hereof, the Trustee will shall join with the Company and the Guarantors in the execution of such amended amendment or supplemental indenture unless such amended amendment or supplemental indenture affects the Trustee’s 's own rights, duties, liabilities 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 amendment or supplemental Indentureindenture. Without It shall not be necessary for the consent of the Holders under this Section 9.2 to approve the particular form of any proposed amendment, supplemental indenture or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplemental indenture or waiver under Section 9.1 or this Section 9.2 becomes effective, the Company shall mail to the Holders of each Note affected thereby a copy of such amendment, supplemental indenture or waiver and a notice briefly de- scribing the amendment, supplemental indenture or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplemental indenture or waiver. Notwithstanding the first paragraph of this Section 9.2, without the consent of each Holder of Notes Noteholder affected, an amendment amendment, supplemental indenture or waiver may under this Section 9.2 shall not, with respect to any Notes held by a non-consenting Holder:

With Consent of Holders. Except as provided below in this Section 9.28.02, the Company, the Guarantors and each Guarantor, if any, the Trustee may amend, amend or supplement or otherwise modify this Indenture, any Guarantee and the Notes issued hereunder Indenture with the consent (including consents obtained in connection with a tender offer for the Securities or a series of Securities or a solicitation of consents in respect of the Securities or a series of Securities, provided that such offer or solicitation is made to all Holders of the applicable series of Securities then outstanding on equal terms) of the Holders of at least a majority in aggregate principal amount of the series of Securities affected by such supplemental indenture then outstanding affected thereby. The Holders of a majority in aggregate principal amount of the Notes Securities of a series then outstanding and issued under may waive compliance in a particular instance by the Company or any Guarantor with any provision of this Indenture or the applicable Securities (including consents waivers obtained in connection with a purchase of, or tender offer for such Securities or exchange offer for, Notes) and, subject to Section 6.4 hereof, any existing Default or Event a solicitation of Default (other than a Default or Event consents in respect of Default in the payment of the principal of, premium, if any, or 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 and the Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding issued under this Indenture (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Section 2.12 hereof and Section 12.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2such Securities. Upon the request of the CompanyCompany and each Guarantor, if any, accompanied by a resolution of the Board of Directors of each of the Company and each Guarantor, if any, authorizing the execution of any supplemental indenture entered into to effect any such amendment, supplement or waiver, and upon the filing with the Trustee of evidence of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 9.6 and 12.6 hereofSection 8.06, the Trustee will shall join with the Company and the Guarantors each Guarantor, if any, in the execution of such amended supplemental indenture. After an amendment, supplement or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s own rights, duties, liabilities or immunities waiver under this Indenture Section 8.02 becomes effective, the Company shall send to the Holders of each Security affected thereby a notice briefly describing the amendment, supplement or otherwisewaiver. Any failure of the Company to send such notice, or any defect therein, shall not, however, in which case any way impair or affect the Trustee may in its discretionvalidity of any such amendment, supplement or waiver. It shall not be necessary for the consent of the Holders under this Section 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but will not it shall be obligated to, enter into sufficient if such amended or supplemental Indentureconsent approves the substance thereof. Without the consent of each Holder of Notes affected, an amendment amendment, supplement or waiver under this Section 8.02 may not, with respect to any Notes held by a non-consenting Holder:

With Consent of Holders. Except as provided below in this Section 9.29.02, the Companythis Indenture (including without limitation, the Guarantors Section 3.08, Section 4.09 and Section 4.13 hereof) and the Trustee other Note Documents may amendbe amended, supplement supplemented or otherwise modify this Indenture, any Guarantee and the Notes issued hereunder modified with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding and issued under this Indenture (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, such Notes) and, subject to Section 6.4 hereof6.04 and Section 6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal ofor premium, premiumAdditional Amounts, if any, or interest, if any, interest on the Notesany Note (including in connection with an offer to purchase), except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes Indenture and the Guarantees other Note Documents may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding issued under this Indenture (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, such Notes). If any amendment, supplement or waiver will only affect one or more series of Notes (but not all series of Notes), only the Holders of at least a majority in aggregate principal amount of the then outstanding Notes of the series so affected (and not the consent of the Holders of at least a majority in aggregate principal amount of all Notes then outstanding), shall be required. Section 2.12 hereof and Section 12.6 2.08 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.29.02. Upon the request of the CompanyIssuer, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaidin accordance with this Section 9.02, and upon receipt by the Trustee of the documents described in Sections 9.6 and 12.6 Section 7.02(r) hereof, the Trustee and the Security Agent will join with the Company Issuer and the Guarantors Guarantors, as applicable, in the execution of such amended or supplemental indenture or other instrument unless such amended or supplemental indenture or other instrument directly affects the Trustee’s own rights, duties, liabilities indemnities 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 or other instrument. Without the The consent of each Holder the Holders is not necessary under this Section 9.02 to approve the particular form of Notes affectedany proposed amendment, an amendment supplement or waiver may of any Notes Document. It is sufficient if such consent approves the substance thereof. A consent to any amendment, supplement or waiver under this Indenture by any Holder given in connection with a sale or tender of such Holder’s Notes will not be rendered invalid by such sale or tender. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer will deliver to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to deliver such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 6.07 hereof and the following paragraph, the Holders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Issuer with respect to any Notes held by a non-consenting Holder:provision of this Indenture or the Notes.

With Consent of Holders. Except as provided below in All other modifications, waivers and amendments of this Section 9.2, the Company, the Guarantors and the Trustee Indenture may amend, supplement or otherwise modify this Indenture, any Guarantee and the Notes issued hereunder be made with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding and issued under this Indenture (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to Section 6.4 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, if any, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenturethat, the Notes and the Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding issued under this Indenture (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Section 2.12 hereof and Section 12.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the Company, and upon the filing with the Trustee of evidence of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 9.6 and 12.6 hereof, the Trustee will join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s own rights, duties, liabilities 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. Without without the consent of each Holder of the Notes affectedaffected thereby, an no amendment or waiver may: (i) reduce the amount of Notes whose Holders must consent to an amendment; (ii) reduce the rate of or change or have the effect of changing the time for payment of interest, including defaulted interest, on any Notes; (iii) reduce the principal of or change or have the effect of changing the fixed maturity of any Notes, or change the date on which any Notes may notbe subject to redemption or repurchase, or reduce the redemption or repurchase price therefor; (iv) make any Notes payable in money other than that stated in the Notes; (v) make any change in provisions of this Indenture protecting the right of each Holder to receive payment of principal of and interest on such Note on or after the due date thereof or to bring suit to enforce such payment, or permitting Holders of a majority in principal amount of Notes to waive Defaults or Events of Default; (vi) amend, change or modify in any material respect the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control or make and consummate a Net Proceeds Offer with respect to any Asset Sale that has been consummated or modify any of the provisions or definitions with respect thereto; (vii) modify or change any provision of this Indenture affecting the subordination or ranking of the Notes held by or any Guarantee in a non-consenting Holder:manner which adversely affects the Holders; (viii) modify or amend the obligation of the Company to pay Additional Amounts; or (ix) release any Subsidiary Guarantor from any of its obligations under its Guarantee or this Indenture other than in accordance with the terms of this Indenture. After an amendment, supplement or waiver under this Section 9.02 becomes effective (as provided in Section 9.04), the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

With Consent of Holders. Except as provided below in this Section 9.28.02, the Company, the Guarantors each Guarantor, if any, and the Trustee may amend, amend or supplement or otherwise modify this Indenture, any Guarantee and the Notes issued hereunder Indenture with the consent (including consents obtained in connection with a tender offer for the Securities or a series of Securities or a solicitation of consents in respect of the Securities or a series of Securities) of the Holders of at least a majority in aggregate principal amount of each series of Securities affected by such supplemental indenture then outstanding affected thereby, voting separately as a class. The Holders of a majority in aggregate principal amount of the Notes Securities of a series then outstanding and issued under may waive compliance in a particular instance by the Company or any Guarantor with any provision of this Indenture or the applicable Securities (including consents waivers obtained in connection with a purchase of, or tender offer for such Securities or exchange offer for, Notes) and, subject to Section 6.4 hereof, any existing Default or Event a solicitation of Default (other than a Default or Event consents in respect of Default in the payment of the principal of, premium, if any, or 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 and the Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding issued under this Indenture (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notessuch Securities). Section 2.12 hereof and Section 12.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the CompanyCompany and each Guarantor, if any, authorizing the execution of any supplemental indenture entered into to effect any such amendment, supplement or waiver, and upon the filing with the Trustee of evidence of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 9.6 and 12.6 hereofSection 8.06, the Trustee will shall join with the Company and the Guarantors each Guarantor, if any, in the execution of such amended supplemental indenture. After an amendment, supplement or supplemental indenture unless waiver under this Section 8.02 becomes effective, the Company shall mail to the Holders of each Security affected thereby a notice briefly describing the amendment, supplement or waiver; provided that the Trustee shall deliver such amended or supplemental indenture affects notice to the Holders if the Company requests that the Trustee deliver such notice; provided that the Company shall deliver to the Trustee, at least 5 days prior to the requested delivery date (unless the Trustee consents to a shorter period), an Officers’ Certificate requesting that the Trustee give such notice in the Company’s own rightsname and at the Company’s expense and setting forth the information to be stated in such notice. Any failure of the Company to mail such notice, dutiesor any defect therein, liabilities shall not, however, in any way impair or immunities affect the validity of any such amendment, supplement or waiver. It shall not be necessary for the consent of the Holders under this Indenture Section 8.02 to approve the particular form of any proposed amendment, supplement or otherwise, in which case the Trustee may in its discretionwaiver, but will not it shall be obligated to, enter into sufficient if such amended or supplemental Indentureconsent approves the substance thereof. Without the consent of each Holder of Notes Securities affected, an amendment amendment, supplement or waiver under this Section 8.02 may not, with respect to any Notes held by a non-consenting Holder:

With Consent of Holders. (a) Except as provided below in this Section 9.2, the CompanyIssuer, the Guarantors and the Trustee may amend, amend or supplement or otherwise modify this Indenture, any Guarantee and the Notes issued hereunder Note Documents with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding and issued under this Indenture (Required Holders, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) , and, subject to Section Sections 6.4 and 6.7 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest, if any, interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance by the Issuer or any Restricted Subsidiary with any provision of this Indenture, the Notes and the Guarantees Note Documents may be waived with the consent of the Required Holders of a majority in aggregate principal amount of the Notes then outstanding issued under this Indenture (including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, for Notes). Section 2.12 hereof and Section 12.6 13.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the CompanyIssuer accompanied by a Board Resolution authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 9.6 and 12.6 13.4 hereof, the Trustee will join with the Company Issuer and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s own rights, duties, liabilities 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. Without the consent of each Holder of Notes affected, an amendment or waiver may not, with respect to any Notes held by a non-consenting Holder:.

With Consent of Holders. Except as provided below in this Section 9.29.02, the CompanyIssuer, the Guarantors and the Trustee may amend, amend or supplement or otherwise modify this Indenture, any Guarantee the Notes and the Notes issued hereunder Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding and issued under this Indenture (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes) and, subject to Section 6.4 hereofthis Indenture and the Notes, 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, if any, 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 and the Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding issued under this Indenture (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Section 2.12 hereof and Section 12.6 2.08 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.29.02. Upon the request of the CompanyIssuer, 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 Sections 9.6 and 12.6 Section 7.02 hereof, the Trustee will shall join with the Company 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, liabilities 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. Without It is not necessary for the consent of each Holder the Holders 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 thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes affectedthen outstanding may waive compliance in a particular instance by the Issuer with any provision of this Indenture or the Notes. However, without the consent of Holders holding not less than 90% of the then outstanding principal amount of 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. Except as provided in Section 9.01 and below in this Section 9.29.02, the Company, the Guarantors Company and the Trustee may amend, amend or supplement or otherwise modify this Indenture, any Guarantee the Notes, and the Notes issued hereunder Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding and issued under this Indenture voting as a single class (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes) ), and, subject to Section 6.4 hereofSections 6.04 and 6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, premium or interest, if any, interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees or the Notes and the Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding issued under this Indenture Notes (other than Notes beneficially owned by the Company or its Affiliates in accordance with Section 2.09) voting as a single class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Section 2.12 hereof 2.08 and Section 12.6 hereof 2.09 shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.29.02. Upon the request of the CompanyCompany accompanied by a resolution of its Board 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 Sections 9.6 and 12.6 hereofSection 9.05, the Trustee will shall join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s their own rights, duties, liabilities 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 shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall deliver to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to deliver such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Without the consent of each Holder of Notes affectedaffected Holder, 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. (a) Except as provided below in this Section 9.2, the CompanyIssuers, the Guarantors and the Trustee may amend, amend or supplement or otherwise modify this Indenture, any Guarantee and the Notes issued hereunder Note Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding and issued under this Indenture (including Indenture, including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) , and, subject to Section Sections 6.4 and 6.7 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interestand 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 and the Guarantees Note Documents may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes issued under this Indenture (including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, for Notes). Section 2.12 hereof and Section 12.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the CompanyIssuers accompanied by resolutions of their Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 9.6 and 12.6 12.4 hereof, the Trustee will join with the Company Issuers and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s own rights, duties, liabilities 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. Without the consent of each Holder of Notes affected, an amendment or waiver may not, with respect to any Notes held by a non-consenting Holder:.

With Consent of Holders. Except as provided below in this Section 9.29.02, the Company, the Guarantors and the Trustee may amend, supplement or otherwise modify this Indenture, any Guarantee and the Notes 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 and issued under this Indenture (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes) ), and, subject to Section 6.4 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, 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 and the Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding issued under this Indenture Notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for the Notes). Section 2.12 hereof and Section 12.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the Company, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described an Officers' Certificate and an Opinion of Counsel in Sections 9.6 and 12.6 compliance with Section 1.05 hereof, the Trustee will shall join with the Company and the Guarantors in the execution of such amended amendment or supplemental indenture unless such amended amendment or supplemental indenture adversely affects the Trustee’s 's own rights, duties, liabilities 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 amendment or supplemental Indentureindenture. Without It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed supplemental indenture or amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders of each Note affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder of Notes affected, an amendment or waiver may not, not (with respect to any Notes Note held by a non-consenting Holder:): reduce the principal amount of the Notes whose Holders must consent to an amendment, supplement or waiver; reduce the principal of or change the fixed maturity of any Note or alter the provisions with respect to the price to be paid, or the timing of redemption or payment, upon redemption of the Notes or, after the Company has become obligated to make a Change of Control Offer or an Asset Sale Offer, amend, change or modify the obligation of the Company to make or consummate such Change of Control Offer or Asset Sale Offer; reduce the rate of or change the time for payment of interest, or Liquidated Damages, if any, on any Note; waive a Default or Event of Default in the payment of principal of or premium, interest or Liquidated Damages, if any, on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); make any Note payable in money other than that stated in such Note; except pursuant to Section 12.06 hereof, release any Guarantor from its Subsidiary Guarantee; make any change in Section 12.04 or Article 10 hereof that adversely affects the rights of any Holder of any Notes in any material respect or any change to any other provision of this Indenture that adversely affects the rights of any Holder of Notes under Section 12.04 or Article 10 hereof in any material respect (it being understood that amendments to Section 4.09 hereof, which may have the effect of increasing the amount of Senior Debt that the Company and its Restricted Subsidiaries may incur, shall not, for purposes of this clause (g), be deemed to be a change that adversely affects in a material respect the rights of any Holder of Notes under Section 12.04 or Article 10 hereof); make any change in the foregoing amendment and waiver provisions of this Article 9.

With Consent of Holders. Except as provided below in this Section 9.2, the The Company, the Subsidiary Guarantors and the Trustee may amend, amend or supplement this Indenture or otherwise modify this Indenture, any Guarantee and the Notes issued hereunder or any amended or supplemental Indenture with the written consent of the Holders of Notes of not less than a majority in aggregate principal amount of the Notes then outstanding and issued under this Indenture (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to Section 6.4 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, if any, on for the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes and the Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding issued under this Indenture (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Section 2.12 hereof and Section 12.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the CompanyCompany and the Subsidiary Guarantors accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 9.6 and 12.6 hereofSection 9.06, the Trustee will shall join with the Company and the Subsidiary Guarantors in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture Indenture affects the Trustee’s 's own rights, duties, liabilities 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. Without It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Company shall mail to the Holders of Notes affected thereby a notice describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Subject to Sections 6.04 and 6.07, the Holders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder of the Notes affectedaffected thereby, an amendment or waiver may not, directly or indirectly: (i) reduce the amount of Notes whose Holders must consent to an amendment; (ii) reduce the rate of or change or have the effect of changing the time for payment of premium, if any, and interest, including defaulted interest, on any Notes; (iii) reduce the principal of or change or have the effect of changing the fixed maturity of any Notes, or change the date on which any Notes may be subject to redemption or repurchase, or reduce the redemption or repurchase price therefor; (iv) make any Notes payable in money other than that stated in the Notes; (v) make any change in provisions of this Indenture protecting the right of each Holder to receive payment of premium, if any, principal of and interest on such Note on or after the due date thereof or to bring suit to enforce such payment, or permitting Holders of a majority in principal amount of the Notes to waive Defaults or Events of Default; (vi) amend, change or modify in any material respect the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control which has occurred or make and consummate a Net Proceeds Offer with respect to any Asset Sale that has been consummated or modify any of the provisions or definitions with respect thereto; (vii) modify or change any provision of this Indenture or the related definitions affecting the ranking of the Notes held by or any Guarantee in a non-consenting Holder:manner which adversely affects the Holders; or (viii) release any Subsidiary Guarantor from any of its obligations under its Guarantee of this Indenture otherwise than in accordance with the terms of this Indenture.

With Consent of Holders. Except as provided below in this Section 9.2, the Company, the Guarantors and the Trustee may amend, supplement or otherwise modify this Indenture, any Guarantee and the Notes issued hereunder with With the consent of the Holders of not less than a majority in aggregate principal amount of the Notes then outstanding at the time outstanding, the Company, the Guarantor and issued under this the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or any supplemental indenture or modifying in any manner the rights of the Holders of the Notes; provided that no such supplemental indenture shall, without the consent of the Holder of each Note so affected: (a) reduce the principal amount of the Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the rate of or extend the time for payment of interest (including consents obtained in connection with a purchase ofdefault interest) on the Notes; (c) reduce the principal of or premium, if any, on or tender offer or exchange offer for, change the Stated Maturity of the Notes; (d) and, subject to Section 6.4 hereof, any existing Default or Event of Default (other than waive a Default or Event of Default in the payment of the principal of, of or premium, if any, or interest, if any, interest on the Notes, Notes (except a payment default resulting from an rescission of acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes and the Guarantees may be waived with the consent of by the Holders of at least a majority in aggregate principal amount of the Notes then outstanding issued under Notes and a waiver of the payment default that resulted from such acceleration); (e) make the principal of or premium, if any, or interest on the Notes payable in any currency other than that stated in the Notes; (f) make any change in Section 6.8 of the Base Indenture, 6.13 of the Base Indenture or Section 8.2(f) of this First Supplemental Indenture (including consents obtained this sentence); (g) waive a redemption payment with respect to the Notes; or (h) release the Guarantor other than as provided in connection with a purchase of, the Indenture or tender offer or exchange offer for, Notes). Section 2.12 hereof and Section 12.6 hereof shall determine which Notes are considered modify the Guarantee in any manner adverse to be “outstanding” for the purposes of this Section 9.2Holders. Upon the written request of the Company, accompanied by a copy of the resolutions of the board of managers of the General Partner and the board of directors of the Guarantor, in each case, certified by the corresponding Secretary or Assistant Secretary, authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 9.6 and 12.6 hereof, the Trustee will shall join with the Company and the Guarantors Guarantor in the execution of such amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s own rights, duties, liabilities 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 supplemental indenture. In executing or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modification thereby of the trusts created by the Indenture. Without , the consent of each Holder of Notes affectedTrustee shall be entitled to receive, and shall be fully protected in relying upon, an amendment Opinion of Counsel or waiver may notan Officer’s Certificate or both stating that the execution of such supplemental indenture is authorized or permitted by the Indenture, that all conditions precedent to the execution of such supplemental indenture have been complied with, and that the supplemental indenture is a legal, valid and binding obligation of the Company and the Guarantor as applicable, enforceable against it in accordance with respect to any Notes held by a non-consenting Holder:its terms.

With Consent of Holders. Except as provided below in All other modifications, waivers and amendments of this Section 9.2, the Company, the Guarantors and the Trustee Indenture may amend, supplement or otherwise modify this Indenture, any Guarantee and the Notes issued hereunder be made with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding and issued under this Indenture (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to Section 6.4 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, if any, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenturethat, the Notes and the Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding issued under this Indenture (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Section 2.12 hereof and Section 12.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the Company, and upon the filing with the Trustee of evidence of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 9.6 and 12.6 hereof, the Trustee will join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s own rights, duties, liabilities 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. Without without the consent of each Holder of the Notes affectedaffected thereby, an no amendment or waiver may: (i) reduce the amount of Notes whose Holders must consent to an amendment; (ii) reduce the rate of or change or have the effect of changing the time for payment of interest, including defaulted interest, on any Notes; (iii) reduce the principal of or change or have the effect of changing the fixed maturity of any Notes, or change the date on which any Notes may notbe subject to redemption or repurchase, or reduce the redemption or repurchase price therefor; (iv) make any Notes payable in money other than that stated in the Notes; (v) make any change in provisions of this Indenture protecting the right of each Holder to receive payment of principal of and interest on such Note on or after the due date thereof or to bring suit to enforce such payment, or permitting Holders of a majority in principal amount of 100 -92- Notes to waive Defaults or Events of Default; (vi) amend, change or modify in any material respect the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control or make and consummate a Net Proceeds Offer with respect to any Asset Sale that has been consummated or modify any of the provisions or definitions with respect thereto; (vii) modify or change any provision of this Indenture affecting the subordination or ranking of the Notes held by or any Guarantee in a non-consenting Holder:manner which adversely affects the Holders; or (viii) release any Subsidiary Guarantor from any of its obligations under its Guarantee or this Indenture other than in accordance with the terms of this Indenture. After an amendment, supplement or waiver under this Section 9.02 becomes effective (as provided in Section 9.04), the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

With Consent of Holders. Except as provided below in (a) Modifications to, amendments of, and supplements to, this Section 9.2, the Company, the Guarantors and the Trustee may amend, supplement Indenture or otherwise modify this Indenture, any Guarantee and the Notes issued hereunder with not set forth under Section 9.1 may also be made, and future compliance therewith or past default by the Company (other than a default in the payment of any principal of and any interest on the Notes due on or after the respective due dates expressed in such Notes which cannot be modified and amended without the consent of the Holders of a majority in aggregate principal amount of all Notes so affected) may be waived, either with the Notes then outstanding and issued under this Indenture written consent (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for the Notes) and, subject to Section 6.4 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, 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 and the Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of Outstanding Notes or by adoption of resolutions at a meeting of Holders of the Notes then outstanding issued under this Indenture (including consents obtained in connection with a purchase by, or the consent of, or tender offer or exchange offer for, Notes). Section 2.12 hereof and Section 12.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the Company, and upon the filing with the Trustee of evidence of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee at least a majority of the documents described in Sections 9.6 and 12.6 hereof, the Trustee will join with the Company and the Guarantors in the execution of Outstanding Notes; provided that no such amended modification or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s own rights, duties, liabilities or immunities under amendment to this Indenture or otherwiseto the terms and conditions of the Notes may, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture. Without without the consent or the affirmative vote of each Holder of Notes so affected, an amendment or waiver may not, : (i) reduce the stated interest rate with respect to any Notes held or reduce the principal amount of any Notes, or extend the scheduled time for such payments; (ii) modify the obligation to pay Additional Amounts; (iii) change the prices at which the Notes may be redeemed by a nonthe Company, or change the time at which any Note may be redeemed; (iv) change the currency in which, or change the required place at which, payment on principal, premium, if any, and interest with respect to the Notes is payable; (v) impair the right to institute suit for the enforcement of any payment obligation on or with respect to any Note; or (vi) reduce the above-consenting Holder:stated percentage of principal amount of Outstanding Notes whose Holders are required to consent to modify or amend this Indenture or the terms or conditions of the Notes or to waive any future compliance or past default.

With Consent of Holders. Except as provided below in this Section 9.29.02, this Indenture (including Sections 3.09, 4.10 and 4.15 hereof), the Company, the Guarantors and the Trustee may amend, supplement Subsidiary Guarantees or otherwise modify this Indenture, any Guarantee and the Notes 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 and issued under this Indenture (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) ), and, subject to Section 6.4 hereofSections 6.02, 6.04 and 6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest, if any, interest on the Notes, except Notes including in connection with an offer to purchase but excluding a payment default resulting from an acceleration that has been rescinded) ), or compliance with any provision of this Indenture, the Subsidiary Guarantees or the Notes and the Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding issued under this Indenture Notes (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Section 2.12 hereof and Section 12.6 2.08 hereof shall determine which Notes are considered to be “"outstanding” " for the purposes of this Section 9.29.02. Upon the request of the CompanyCompany accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 9.6 and 12.6 hereofSection 7.02, the Trustee will shall join with the Company and the Guarantors each Guarantor 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, liabilities 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. Without It shall not be necessary for the consent of the Holders under this Section 9.02 or pursuant to Article 13 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Subject to Sections 6.02, 6.04 and 6.07, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder of Notes affected, an amendment or waiver under this Section 9.02 may not, not (with respect to any Notes held by a non-consenting Holder:):

With Consent of Holders. Except as provided below in All other modifications, waivers and amendments of this Section 9.2, the Company, the Guarantors and the Trustee Indenture may amend, supplement or otherwise modify this Indenture, any Guarantee and the Notes issued hereunder be made with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding and issued under this Indenture (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to Section 6.4 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, if any, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenturethat, the Notes and the Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding issued under this Indenture (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Section 2.12 hereof and Section 12.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the Company, and upon the filing with the Trustee of evidence of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 9.6 and 12.6 hereof, the Trustee will join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s own rights, duties, liabilities 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. Without without the consent of each Holder of the Notes affectedaffected thereby, an no amendment or waiver may: (i) reduce the amount of Notes whose Holders must consent to an amendment; (ii) reduce the rate of or change or have the effect of changing the time for payment of interest, including defaulted interest, on any Notes; (iii) reduce the principal of or change or have the effect of changing the fixed maturity of any Notes, or change the date on which any Notes may notbe subject to redemp- tion or repurchase, or reduce the redemption or repurchase price therefor; (iv) make any Notes payable in money other than that stated in the Notes; (v) make any change in provisions of this Indenture protecting the right of each Holder to receive payment of principal of and interest on such Note on or after the due date thereof or to bring suit to enforce such payment, or permitting Holders of a majority in principal amount of Notes to waive Defaults or Events of Default; (vi) amend, change or modify in any material respect the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control or make and consummate a Net Proceeds Offer with respect to any Asset Sale that has been consummated or modify any of the provisions or definitions with respect thereto; (vii) modify or change any provision of this Indenture affecting the subordination or ranking of the Notes held by or any Guarantee in a non-consenting Holder:manner which adversely affects the Holders in any material respect; or (viii) release any Subsidiary Guarantor from any of its obligations under its Guarantee or this Indenture other than in accordance with the terms of this Indenture. After an amendment, supplement or waiver under this Section 9.02 becomes effective (as provided in Section 9.05), the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

With Consent of Holders. Except as provided in Section 9.08 or below in this Section 9.29.02, the Company, the Guarantors Company and the Trustee may amendamend or supplement this Indenture (including Section 3.09, supplement or otherwise modify this IndentureSection 4.12, any Guarantee Section 4.17, Section 4.19, Section 4.20, and Section 4.21) and the Notes issued hereunder and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding and issued under this Indenture Notes voting as a single class, or if such amendment or supplement applies to less than all series of Notes, all series affected by such amendment or supplement, of each series affected by such amendment or supplement (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes) ), and, subject to Sections 6.04 and Section 6.4 hereof6.07, any existing Unmatured Event of Default or Event of Default (other than a an Unmatured Event of Default or Event of Default in the payment of the principal of, premiumpremium or interest on, if any, or interest, if any, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes and or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding issued under this Indenture 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, or purchase of, the Notes). Section 2.12 hereof and Section 12.6 hereof 2.10 shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.29.02. Upon the request of the CompanyCompany accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 9.6 and 12.6 hereofSection 7.02, the Trustee will join with the 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, liabilities 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. Without It is not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders affected thereby and the Noteholder Consultant a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and Section 6.07, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes or the Note Guarantees. However, without the consent of each Holder of each series of Notes affected, an amendment amendment, supplement 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. Except as provided below in this Section 9.2, the The Company, the Guarantors and the Trustee may amend, amend or supplement this Indenture or otherwise modify this Indenture, any Guarantee and the Notes issued hereunder or any amended or supplemental Indenture with the written consent of the Holders of Notes of not less than a majority in aggregate principal amount of the Notes then outstanding and issued under this Indenture (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to Section 6.4 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, if any, on for the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes and the Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding issued under this Indenture (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Section 2.12 hereof and Section 12.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the CompanyCompany and the Guarantors accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 9.6 and 12.6 hereofSection 9.06, the Trustee will shall join with the Company and the Guarantors in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture Indenture affects the Trustee’s 's own rights, duties, liabilities 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. Without It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Company shall mail to the Holders of Notes affected thereby a notice describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Subject to Sections 6.04 and 6.07, the Holders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder of the Notes affectedaffected thereby, an amendment or waiver may not, directly or indirectly: (i) reduce the amount of Notes whose Holders must consent to an amendment; (ii) reduce the rate of or change or have the effect of changing the time for payment of premium, if any, and interest, including defaulted interest, on any Notes; (iii) reduce the principal of or change or have the effect of changing the fixed maturity of any Notes, or change the date on which any Notes may be subject to redemption or repurchase, or reduce the redemption or repurchase price therefor; (iv) make any Notes payable in money other than that stated in the Notes; (v) make any change in provisions of this Indenture protecting the right of each Holder to receive payment of premium, if any, principal of and interest on such Note on or after the due date thereof or to bring suit to enforce such payment, or permitting Holders of a majority in principal amount of the Notes to waive Defaults or Events of Default; (vi) after the Company's obligation to purchase Notes arises thereunder, amend, change or modify in any material respect the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control or make and consummate a Net Proceeds Offer with respect to any Asset Sale that has been consummated or modify any of the provisions or definitions with respect thereto; (vii) modify or change any provision of this Indenture or the related definitions affecting the ranking of the Notes held by or any Guarantee in a non-consenting Holder:manner which adversely affects the Holders; or (viii) release any Guarantor from any of its obligations under its Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture.

With Consent of Holders. Except as provided below in The Company may amend or supplement this Section 9.2, the Company, the Guarantors Indenture and the Trustee may amend, supplement or otherwise modify this Indenture, any Guarantee and the Notes issued hereunder Securities of a series with the written consent of the Holders of not less than a majority in aggregate principal amount of the Notes then outstanding and issued under this Indenture (including consents obtained in connection with a purchase of, Outstanding Securities of such series affected by such amendment or tender offer or exchange offer for, Notes) and, subject to Section 6.4 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, 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 and the Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding issued under this Indenture (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Section 2.12 hereof and Section 12.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2supplement. Upon the request of the CompanyCompany accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with receipt by the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes Securities as aforesaid, and upon receipt by the Trustee of the documents described in Sections 9.6 and 12.6 Section 9.06 hereof, the Trustee will join with the Company and the Guarantors in the execution of such amended or supplemental indenture and make any further appropriate agreements and stipulations that may be therein contained unless such amended or supplemental indenture directly and adversely affects the Trustee’s own rights, duties, liabilities 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. Without The Holders of a majority in principal amount of the consent Securities of each Holder such series affected thereby may waive compliance by the Company with any provision of Notes affected, an amendment this Indenture or waiver may notthe Securities of such series without notice to any Holder. However, with respect to any Notes held by a non-consenting given Holder of such series affected thereby, an amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may not, without such Holder’s consent:

With Consent of Holders. Except as provided below in this Section 9.2, the CompanyIssuer, the Guarantors and the Trustee may amend, supplement or otherwise modify this Indenture, any Guarantee and the Notes issued hereunder Note Documents with the consent of the Holders of at least a majority in aggregate principal amount of all the outstanding Notes then outstanding and issued under this Indenture (including consents obtained before or after a Change of Control or in connection with a purchase of, or tender offer or exchange offer for, such Notes) ), and, subject to Section Sections 6.4 hereofand 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, if any, 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 and the Guarantees Note Documents may be waived with the consent of the Holders of at least a majority in aggregate principal amount of all the outstanding Notes then outstanding issued under this Indenture (including consents obtained before or after a Change of Control or in connection with a purchase of, of or tender offer or exchange offer for, for such Notes). Section 2.12 hereof and Section 12.6 13.4 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the CompanyIssuer, and upon the filing with delivery to the Trustee of evidence of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 9.6 and 12.6 13.2 hereof, the Trustee will join with the Company Issuer and the Guarantors in the execution of such amended or supplemental indenture or other amendment to the Note Documents unless such amended or supplemental indenture or other amendment to the Note Documents affects the Trustee’s own rights, duties, liabilities 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 or other amendment to the Note Documents. Without the consent of each Holder of Notes affected, an amendment amendment, supplement or waiver may not, with respect to any Notes issued thereunder and held by a non-consenting nonconsenting Holder:

With Consent of Holders. Except as provided below in this Section 9.2Subject to Sections 6.4 and 6.7 hereof, the Company, the Guarantors Company and the Trustee Trustee, as applicable, may amend, supplement or otherwise modify waive any provision of, this Indenture, any Guarantee and Indenture or the Notes issued hereunder or the Security Documents, with the written consent of the Holders of at least a majority in aggregate of the principal amount of the Notes then outstanding and issued under this Indenture Notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to Section 6.4 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, 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 and the Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding issued under this Indenture (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for Notes). Section 2.12 hereof and Section 12.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the Company, accompanied by a resolution of the Board of Directors of the Company authorizing the execution of any such sup- plemental indenture or amendment, and upon 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 Sections Section 9.6 and 12.6 hereof, the Trustee will shall join with the Company and the Guarantors in the execution of such amended or supplemental indenture or amendment unless such amended or supplemental indenture or amendment affects the Trustee’s 's own rights, duties, liabilities duties or immunities under this Indenture or otherwiseother- wise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended supplemental indenture. It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed supplemental indenture or amendment, but it shall be sufficient if such consent approves the substance thereof. After a supplemental Indentureindenture or amendment under this Section becomes effective, the Company shall mail to the Holders of each Note affected there- by a notice briefly describing the amendment or waiver. Without Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture, amendment or waiver. Notwithstanding any other provision hereof, without the consent of each Holder of Notes affected, an amendment or waiver under this Section may not, not (with respect to any Notes held by a non-consenting Holder:):

With Consent of Holders. Except as provided below in this Section 9.2The Issuers, the CompanyGuarantors, the Guarantors if any, and the Trustee may amend, amend or supplement or otherwise modify this Indenture, any the Securities Guarantee and the Notes issued hereunder Securities with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding Outstanding Securities of each series of Securities affected by such amendment or supplemental indenture, with each such series voting as a separate class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities) and, subject to Section 5.8 and issued under Section 5.13 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture Indenture, the Securities Guarantee or the Securities may be waived with respect to each series of Securities with the consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series voting as a separate class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to Section 6.4 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, 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 and the Guarantees may be waived with Securities). It is not necessary for the consent of the Holders of a majority in aggregate principal amount Securities under this Section 9.2 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance of the Notes then outstanding issued proposed amendment, supplement or waiver. After an amendment, supplement or waiver under this Indenture (including consents obtained in connection with a purchase ofSection 9.2 becomes effective, or tender offer or exchange offer for, Notes). Section 2.12 hereof and Section 12.6 hereof shall determine which Notes are considered the Issuers will mail to be “outstanding” for the purposes of this Section 9.2. Upon the request of the Company, and upon the filing with the Trustee of evidence of the consent of the Holders of Notes as aforesaidSecurities affected thereby a notice briefly describing the amendment, and upon receipt by the Trustee supplement or waiver. Any failure of the documents described Issuers to mail such notice, or any defect therein, will not, however, in Sections 9.6 and 12.6 hereofany way impair or affect the validity of any such amendment, the Trustee will join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s own rights, duties, liabilities 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. Without the consent of each Holder of Notes affected, an amendment or waiver may not, with respect to any Notes held by a non-consenting Holder:or

With Consent of Holders. Except as provided below in this Section 9.28.02, the Company, the Guarantors each Guarantor, if any, and the Trustee may amend, amend or supplement or otherwise modify this Indenture, any Guarantee and the Notes issued hereunder Indenture with the consent (including consents obtained in connection with a tender offer for the Securities or a series of Securities or a solicitation of consents in respect of the Securities or a series of Securities, provided that such offer or solicitation is made to all Holders of the applicable series of Securities then outstanding on equal terms) of the Holders of at least a majority in aggregate principal amount of the series of Securities affected by such supplemental indenture then outstanding affected thereby. The Holders of a majority in aggregate principal amount of the Notes Securities of a series then outstanding and issued under may waive compliance in a particular instance by the Company or any Guarantor with any provision of this Indenture or the applicable Securities (including consents waivers obtained in connection with a purchase of, or tender offer for such Securities or exchange offer for, Notes) and, subject to Section 6.4 hereof, any existing Default or Event a solicitation of Default (other than a Default or Event consents in respect of Default in the payment of the principal of, premium, if any, or 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 and the Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding issued under this Indenture (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Section 2.12 hereof and Section 12.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2such Securities. Upon the request of the CompanyCompany and each Guarantor, if any, accompanied by a resolution of the Board of Directors of each of the Company and each Guarantor, if any, authorizing the execution of any supplemental indenture entered into to effect any such amendment, supplement or waiver, and upon the filing with the Trustee of evidence of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 9.6 and 12.6 hereofSection 8.06, the Trustee will shall join with the Company and the Guarantors each Guarantor, if any, in the execution of such amended supplemental indenture. After an amendment, supplement or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s own rights, duties, liabilities or immunities waiver under this Indenture Section 8.02 becomes effective, the Company shall send to the Holders of each Security affected thereby a notice briefly describing the amendment, supplement or otherwisewaiver. Any failure of the Company to send such notice, or any defect therein, shall not, however, in which case any way impair or affect the Trustee may in its discretionvalidity of any such amendment, supplement or waiver. It shall not be necessary for the consent of the Holders under this Section 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but will not it shall be obligated to, enter into sufficient if such amended or supplemental Indentureconsent approves the substance thereof. Without the consent of each Holder of Notes affected, an amendment amendment, supplement or waiver under this Section 8.02 may not, with respect to any Notes held by a non-consenting Holder:

With Consent of Holders. Except as provided below in the next succeeding paragraphs, this Section 9.2, Indenture or the Company, the Guarantors and the Trustee Securities may amend, supplement be amended or otherwise modify this Indenture, any Guarantee and the Notes issued hereunder supplemented with the consent of the Holders of at least a majority in aggregate principal amount Principal Amount of the Notes Securities then outstanding affected by such supplemental indenture, and issued under this Indenture (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to Section 6.4 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, 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 and the Guarantees Securities may be waived with the consent of the Holders of a majority in aggregate principal amount Principal Amount of the Notes then outstanding issued under this Indenture (including consents obtained in connection with a purchase of, Securities affected by such default or tender offer or exchange offer for, Notes). Section 2.12 hereof and Section 12.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2compliance. Upon the request of the CompanyCompany accompanied by a resolution of its Board of Directors authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 9.6 and 12.6 Section 9.04 hereof, the Trustee will shall join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s own rights, duties, liabilities 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 supplemental indenture. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental Indentureindenture or waiver. Subject to Sections 5.04 and 5.07 hereof, the Holders of a majority in aggregate Principal Amount of the Securities then outstanding affected may waive compliance in a particular instance by the Company with any provision of this Indenture or such Securities. Without the consent of each Holder of Notes affectedaffected hereby, however, an amendment or waiver may not, with respect to any Notes held by a non-consenting Holder:

With Consent of Holders. Except as provided below in this Section 9.29.02, the Company, the Guarantors and the Trustee may amend, supplement or otherwise modify this Indenture, any Guarantee and the Notes 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 and issued under this Indenture (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes) ), and, subject to Section 6.4 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, 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 and the Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding issued under this Indenture Notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for the Notes). Section 2.12 hereof and Section 12.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the Company, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described an Officers’ Certificate and an Opinion of Counsel in Sections 9.6 and 12.6 compliance with Section 13.04 hereof, the Trustee will shall join with the Company and the Guarantors in the execution of such amended amendment or supplemental indenture unless such amended amendment or supplemental indenture adversely affects the Trustee’s own rights, duties, liabilities 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 amendment or supplemental Indentureindenture. Without It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed supplemental indenture or amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders of each Note affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder of Notes affected, an amendment or waiver may not, not (with respect to any Notes Note held by a non-consenting Holder:):

With Consent of Holders. Except as otherwise provided below in this Section 9.210.02, the Company, the Guarantors Indenture Documents and the Trustee Intercreditor Agreement may amend, supplement be amended or otherwise modify this Indenture, any Guarantee and the Notes issued hereunder supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, any or all of the Notes) (along with the consent of the Issuer), and issued any existing Default or Event of Default or compliance with any provision of the Indenture Documents and the Intercreditor Agreement 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 purchase of, or tender offer or exchange offer for, any or all of the Notes), in each case without notice to any other Holder, but subject to Section 5.19. It shall not be necessary for the consent of the Holders under this Section 10.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 10.02 becomes effective, the Company shall send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 7.04 and 7.07, the Holders of at least a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Issuer and its Subsidiaries with any provision of any Indenture Document. However, without the consent (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to Section 6.4 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, 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 and the Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding issued under this Indenture (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Section 2.12 hereof and Section 12.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the Company, and upon the filing with the Trustee of evidence of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 9.6 and 12.6 hereof, the Trustee will join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s own rights, duties, liabilities 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. Without the consent of each Holder of Notes affected, an amendment amendment, supplement or waiver may not, not (with respect to any Notes held by a non-consenting Holder:):

With Consent of Holders. (a) Except as provided below in this Section 9.2, the CompanyIssuer, the Guarantors and the Trustee may amend, amend or supplement or otherwise modify this Indenture, any Guarantee and the Notes issued hereunder Note Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding and issued under this Indenture (including Indenture, including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) , and, subject to Section Sections 6.4 and 6.7 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interestand 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 and the Guarantees Note Documents may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes issued under this Indenture (including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, for Notes). Section 2.12 hereof and Section 12.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the CompanyIssuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 9.6 and 12.6 12.4 hereof, the Trustee will join with the Company 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, liabilities 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. Without the consent of each Holder of Notes affected, an amendment or waiver may not, with respect to any Notes held by a non-consenting Holder:.

With Consent of Holders. Except as provided below in this Section 9.29.02, the Company, the Guarantors Guarantor and the Trustee may amend, amend or supplement or otherwise modify this Indenture, any Guarantee and the Notes issued hereunder Indenture with the written consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding and issued under this Indenture (including consents obtained in connection with a purchase of, or tender offer or exchange offer forfor Securities of any one or 47 53 more series or all series or a solicitation of consents in respect of Securities of any one or more series or all series, Notesprovided that in each case such offer or solicitation is made to all Holders of then outstanding Securities of each such series (but the terms of such offer or solicitation may vary from series to series)) and, subject to Section 6.4 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, 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 and the Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding issued under this Indenture Securities of all series affected by such amendment or supplement (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notesacting as one class). Section 2.12 hereof and Section 12.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the Company, accompanied by a Board Resolution, and the Guarantor, and upon the filing with the Trustee of evidence of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 9.6 and 12.6 hereofSection 9.06, the Trustee will shall, subject to Section 9.06, join with the Company and the Guarantors Guarantor in the execution of such amended amendment or supplemental indenture unless such amended or supplemental indenture affects indenture. It shall not be necessary for the Trustee’s own rights, duties, liabilities or immunities consent of the Holders under this Indenture Section 9.02 to approve the particular form of any proposed amendment, supplement or otherwise, in which case the Trustee may in its discretionwaiver, but will not it shall be obligated tosufficient if such consent approves the substance thereof. The Holders of a majority in principal amount of the then outstanding Securities of one or more series or of all series may waive compliance in a particular instance by the Company or the Guarantor with any provision of this Indenture with respect to Securities of such series (including waivers obtained in connection with a tender offer or exchange offer for Securities of such series or a solicitation of consents in respect of Securities of such series, enter into provided that in each case such amended offer or supplemental Indenturesolicitation is made to all Holders of then outstanding Securities of such series (but the terms of such offer or solicitation may vary from series to series)). Without However, without the consent of each Holder of Notes 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. Except as provided below set forth in this Section 9.2Sections 8.1 and 8.3, the Company, the Subsidiary Guarantors and the Trustee may amend, amend or supplement or otherwise modify this Supplemental Indenture, any Guarantee the Base Indenture (as it relates to the Notes), the Notes and the Notes issued hereunder Subsidiary Guarantees with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding and issued under this Indenture voting as a single class (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to Section 6.4 hereof, and 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, if any, on the Notes, except a payment past default resulting from an acceleration that has been rescinded) or compliance with any provision provisions of this Supplemental Indenture, the Base Indenture (as it relates to the Notes), the Notes and the Subsidiary Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding issued under this Indenture voting as a single class (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Section 2.12 hereof and Section 12.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the Company, and upon the filing with the Trustee of evidence of the The consent of the Holders is not necessary under the Indenture to approve the particular form of any proposed amendment, supplement or waiver. It is sufficient if such consent approves the substance of the proposed amendment or supplement. A consent to any amendment, supplement or waiver under the Indenture by any Holder of Notes as aforesaid, and upon receipt by the Trustee of the documents described given in Sections 9.6 and 12.6 hereof, the Trustee will join connection with the Company and the Guarantors in the execution a tender of such amended or supplemental indenture unless such amended or supplemental indenture affects the TrusteeHolder’s own rights, duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but Notes will not be obligated torendered invalid by such tender. After an amendment, enter into such amended or supplemental Indenture. Without the consent of each Holder of Notes affected, an amendment supplement or waiver may notunder the Indenture becomes effective, with respect the Company is required to mail to the Holders a notice briefly describing such amendment, supplement or waiver. However, the failure to give such notice to all the Holders, or any Notes held by a non-consenting Holder:defect in the notice will not impair or affect the validity of any amendment, supplement or waiver.

With Consent of Holders. Except as provided below in this Section 9.2and subject to Sections 2.8 and 2.9, the Company, the Guarantors Company and the Trustee may amend, supplement amend this Indenture or otherwise modify this Indenture, any Guarantee and the Notes issued hereunder Securities with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding and issued under this Indenture (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to Section 6.4 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, 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 and the Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding issued under this Indenture (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Section 2.12 hereof and Section 12.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2Securities. Upon the written request of the CompanyCompany signed by two Officers, accompanied by a resolution of the Board of Directors of the Company authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of the Holders of Notes Securityholders as aforesaid, and upon receipt by the Trustee of the documents described in Sections 9.6 and 12.6 hereofTrustee, the Trustee will subject to Section 8.6, shall join with the Company and the Guarantors in the execution of such amended supplemental indenture. It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment or supplemental indenture unless waiver, but it shall be sufficient if such amended or supplemental indenture consent approves the substance thereof. An amendment under this Section may not make any change that adversely affects the Trustee’s own rightsrights of any holders of Senior Indebtedness under Article 9 or Sections 5.1, duties5.2 or 5.9 unless the holders of such Senior Indebtedness consent to the change. After an amendment or waiver under this Section 8.2 becomes effective, liabilities the Company shall mail to the Holder of each Security affected thereby a notice briefly describing the amendment or immunities under waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. The Holders of at least a majority in principal amount of the Securities then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental IndentureSecurities. Without the consent of each Holder of Notes Securityholder affected, however, an amendment or waiver under this Section may not, with respect to any Notes held by a non-consenting Holder:

With Consent of Holders. Except as provided below in this Section 9.29.02, the Company, Company and the Guarantors and the Trustee may amendamend or supplement this Indenture (including Sections 3.09, supplement or otherwise modify this Indenture, any Guarantee 4.10 and 4.15 hereof) and the Notes issued hereunder with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding and issued under this Indenture (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes) ), and, subject to Section 6.4 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 interestLiquidated 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 and the Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding issued under this Indenture Notes (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). Section 2.12 hereof and Section 12.6 2.10 hereof shall determine which Notes are considered to be “"outstanding” " for the purposes of this Section 9.29.02. Upon the request of the CompanyCompany accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 9.6 and 12.6 Section 7.02 hereof, the Trustee will shall join with the Company and the Guarantors in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture Indenture directly adversely affects the Trustee’s 's own rights, duties, liabilities 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. Without It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder of Notes affected, an amendment or waiver under this Section 9.02 may not, not (with respect to any Notes held by a non-consenting Holder:):

With Consent of Holders. Except as provided below in this Section 9.2, the Company, the Guarantors The Company and the Trustee may amend, supplement or otherwise modify this Indenture, any Guarantee and the Notes issued hereunder enter into a supplemental indenture with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding and issued under this Indenture Securities of each Series affected by such supplemental indenture (including consents obtained in connection with a purchase of, or tender offer or exchange offer forfor the Securities of such Series), Notes) and, subject for the purpose of adding any provisions to Section 6.4 hereof, or changing in any existing Default manner or Event of Default (other than a Default or Event of Default in the payment eliminating any of the principal of, premium, if any, or interest, if any, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision provisions of this IndentureIndenture or of any supplemental indenture or of modifying in any manner the rights of the Securityholders of each such Series. Except as provided in Section 6.4, the Notes and the Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding issued under this Indenture Securities of each Series by notice to the Trustee (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Section 2.12 hereof and Section 12.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes Securities of such Series) may waive compliance by the Company with any provision of this Indenture or the Securities with respect to such Series. It shall not be necessary for the consent of the Holders of Securities under this Section 9.29.2 to approve the particular form of any proposed supplemental indenture or waiver, but it shall be sufficient if such consent approves the substance thereof. Upon the request of the Company, Company and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes Securities as aforesaid, and upon receipt by the Trustee of the documents described in Sections 9.6 and 12.6 Section 7.2 hereof, the Trustee will join with the 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, liabilities 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. Without the consent of each Holder of Notes affected, an amendment After a supplemental indenture or waiver may under this Section becomes effective, the Company shall mail to the Holders of Securities affected thereby and, if any Bearer Securities affected thereby are outstanding, publish on one occasion in an Authorized Newspaper, a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to mail or publish such notice, or any defect therein, shall not, with respect to however, in any Notes held by a non-consenting Holder:way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Except as provided below in this Section 9.2Subject to the terms of the Intercreditor Agreement, the Companyall other amendments, the Guarantors and the Trustee may amend, supplement supplements or otherwise modify waivers of this Indenture, the Notes, the Guarantees, the Intercreditor Agreement or any Guarantee and the Notes issued hereunder Security Document may be made with the consent of the Holders of not less than a majority of the then outstanding principal amount of the then outstanding Notes, except that, without the consent of each Holder of the Notes affected thereby, no amendment, supplement or waiver may, directly or indirectly: (i) reduce the amount of Notes whose Holders must consent to any amendment; (ii) reduce the rate of or change or have the effect of changing the time for payment of interest, including defaulted interest, on any Notes or reduce the amount of Liquidated Damages payable under the Registration Rights Agreement; (iii) reduce the principal of or change the fixed maturity of any Notes, or change the date on which any Notes may be subject to redemption or repurchase, or reduce the redemption or repurchase price therefor; (iv) make any Notes payable in currency other than that stated in the Notes; (v) make any change in provisions of this Indenture, the Notes, the Guarantees, the Intercreditor Agreement or any Security Document protecting the right of each Holder of a Note to receive payment of principal of and interest on such Note on or after the due date thereof or to bring suit to enforce such payment or permitting Holders of a majority in aggregate principal amount of the Notes then outstanding Notes to waive Defaults or Events of Default; (vi) amend, change or modify in any material respect the obligation of the Issuer to make and issued under this Indenture (including consents obtained in connection with consummate a purchase of, or tender offer or exchange offer for, Notes) and, subject to Section 6.4 hereof, any existing Default or Event Change of Default (other than a Default or Event of Default Control Offer in the payment event of the principal of, premium, if any, a Change of Control or interest, if any, on the Notes, except a payment default resulting from an acceleration to Pay Down Debt with respect to any Asset Sale that has been rescindedconsummated or 57 modify any of the provisions or definitions with respect thereto; (vii) modify or compliance with change any provision of this Indenture, the Notes, the Guarantees, the Intercreditor Agreement, any Security Document or Section 1.01 affecting the ranking of the Notes and or any Guarantee in a manner which adversely affects the Guarantees may be waived Holders; or (viii) release any Subsidiary Guarantor from any of its obligations under its Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture. Notwithstanding anything to the contrary in this Section 9.02, the Issuer and its Subsidiaries may enter into and perform farmouts not complying with Section 4.31(a) of this Indenture if consent of to such farmout is obtained from the Holders of not less than a majority in aggregate of the then outstanding principal amount of the Notes then outstanding issued under this Indenture (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Section 2.12 hereof and Section 12.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the Company, and upon the filing with the Trustee of evidence of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 9.6 and 12.6 hereof, the Trustee will join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s own rights, duties, liabilities 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. Without the consent of each Holder of Notes affected, an amendment or waiver may not, with respect to any Notes held by a non-consenting Holder:.

With Consent of Holders. Except as provided below in this Section 9.28.02, the Company, each Guarantor, if any, the Guarantors Trustee and the Trustee Securities Administrator may amend, amend or supplement or otherwise modify this Indenture, any Guarantee and the Notes issued hereunder Indenture with the consent (including consents obtained in connection with a tender offer for the Securities or a series of Securities or a solicitation of consents in respect of the Securities or a series of Securities, provided that such offer or solicitation is made to all Holders of the applicable series of Securities then outstanding on equal terms) of the Holders of at least a majority in aggregate principal amount of the series of Securities affected by such supplemental indenture then outstanding affected thereby. The Holders of a majority in aggregate principal amount of the Notes Securities of a series then outstanding and issued under may waive compliance in a particular instance by the Company or any Guarantor with any provision of this Indenture or the applicable Securities (including consents waivers obtained in connection with a purchase of, or tender offer for such Securities or exchange a solicitation of consents in respect of such Securities, provided that in each case such offer for, Notes) and, subject or solicitation is made to Section 6.4 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment all Holders of the principal ofSecurities or the series of Securities, premiumas applicable, if any, or 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 and the Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding issued under this Indenture (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Noteson equal terms). Section 2.12 hereof and Section 12.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the CompanyCompany and each Guarantor, if any, accompanied by a resolution of the Board of Directors of each of the Company and each Guarantor, if any, authorizing the execution of any supplemental indenture entered into to effect any such amendment, supplement or waiver, and upon the filing with the Trustee and the Securities Administrator of evidence of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee and the Securities Administrator of the documents described in Sections 9.6 and 12.6 hereofSection 8.06, the Trustee will and the Securities Administrator shall join with the Company and the Guarantors each Guarantor, if any, in the execution of such amended supplemental indenture. After an amendment, supplement or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s own rights, duties, liabilities or immunities waiver under this Indenture Section 8.02 becomes effective, the Company shall mail to the Holders of each Security affected thereby a notice briefly describing the amendment, supplement or otherwisewaiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in which case any way impair or affect the Trustee may in its discretionvalidity of any such amendment, supplement or waiver. It shall not be necessary for the consent of the Holders under this Section 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but will not it shall be obligated to, enter into sufficient if such amended or supplemental Indentureconsent approves the substance thereof. Without the consent of each Holder of Notes affected, an amendment amendment, supplement or waiver under this Section 8.02 may not, with respect to any Notes held by a non-consenting Holder:

With Consent of Holders. Except as provided in Section 8.01 or below in this Section 9.28.02, the Company, the Guarantors and the Trustee may amend, amend or supplement this Indenture or otherwise modify this Indenture, any Guarantee and either series of the Notes issued hereunder Securities with the consent (including consents obtained in connection with a tender offer or exchange offer for such Securities or a solicitation of consents in respect of such Securities, provided that in each case such offer or solicitation is made to all Holders of the Securities of such series then outstanding on equal terms) of the Holders of a majority in aggregate principal amount of the Notes Securities of such series then outstanding and issued under this Indenture (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to Section 6.4 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, 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 and the Guarantees may be waived with the consent of the affected thereby. The Holders of a majority in aggregate principal amount of the Notes Securities of either series then outstanding issued under may waive compliance in a particular instance by the Company or the Guarantors with any provision of this Indenture or the Securities of such series (including consents waivers obtained in connection with a purchase of, or tender offer or exchange offer forfor such Securities or a solicitation of consents in respect of such Securities, Notesprovided that in each case such offer or solicitation is made to all Holders of the Securities of such series then outstanding on equal terms). Section 2.12 hereof and Section 12.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the Company, Company and the Guarantors and upon the filing with the Trustee of evidence of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 9.6 and 12.6 hereofSection 8.06, the Trustee will shall join with the Company and the Guarantors in the execution of such amended or any supplemental indenture unless entered into to effect any such amended amendment, supplement or supplemental indenture affects the Trustee’s own rightswaiver. After an amendment, duties, liabilities supplement or immunities waiver under this Indenture Section 8.02 becomes effective, the Company shall send to the Holders of each Security of the series affected thereby a notice briefly describing the amendment, supplement or otherwisewaiver. Any failure of the Company to send such notice, or any defect therein, shall not, however, in which case any way impair or affect the Trustee may in its discretionvalidity of any such amendment, supplement or waiver. It shall not be necessary for the consent of the Holders under this Section 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but will not it shall be obligated to, enter into sufficient if such amended or supplemental Indentureconsent approves the substance thereof. Without the consent of each Holder of Notes the series affected, an amendment amendment, supplement or waiver under this Section 8.02 may not, with respect to any Notes held by a non-consenting Holder:

With Consent of Holders. Except as provided below in this Section 9.28.02, the Company, each Guarantor, if any, the Guarantors Trustee and the Trustee Securities Administrator may amend, amend or supplement or otherwise modify this Indenture, any Guarantee and the Notes issued hereunder Indenture with the consent (including consents obtained in connection with a tender offer for the Securities or a series of Securities or a solicitation of consents in respect of the Securities or a series of Securities, provided that such 42 offer or solicitation is made to all Holders of the applicable series of Securities then outstanding on equal terms) of the Holders of at least a majority in aggregate principal amount of the series of Securities affected by such supplemental indenture then outstanding affected thereby. The Holders of a majority in aggregate principal amount of the Notes Securities of a series then outstanding and issued under may waive compliance in a particular instance by the Company or any Guarantor with any provision of this Indenture or the applicable Securities (including consents waivers obtained in connection with a purchase of, or tender offer for such Securities or exchange a solicitation of consents in respect of such Securities, provided that in each case such offer for, Notes) and, subject or solicitation is made to Section 6.4 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment all Holders of the principal ofSecurities or the series of Securities, premiumas applicable, if any, or 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 and the Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding issued under this Indenture (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Noteson equal terms). Section 2.12 hereof and Section 12.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the CompanyCompany and each Guarantor, if any, accompanied by a resolution of the Board of Directors of each of the Company and each Guarantor, if any, authorizing the execution of any supplemental indenture entered into to effect any such amendment, supplement or waiver, and upon the filing with the Trustee and the Securities Administrator of evidence of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee and the Securities Administrator of the documents described in Sections 9.6 and 12.6 hereofSection 8.06, the Trustee will and the Securities Administrator shall join with the Company and the Guarantors each Guarantor, if any, in the execution of such amended supplemental indenture. After an amendment, supplement or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s own rights, duties, liabilities or immunities waiver under this Indenture Section 8.02 becomes effective, the Company shall mail to the Holders of each Security affected thereby a notice briefly describing the amendment, supplement or otherwisewaiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in which case any way impair or affect the Trustee may in its discretionvalidity of any such amendment, supplement or waiver. It shall not be necessary for the consent of the Holders under this Section 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but will not it shall be obligated to, enter into sufficient if such amended or supplemental Indentureconsent approves the substance thereof. Without the consent of each Holder of Notes affected, an amendment amendment, supplement or waiver under this Section 8.02 may not, with respect to any Notes held by a non-consenting Holder:

With Consent of Holders. Except as provided below in this Section 9.2, the Company, the Guarantors The Company and the Trustee may amend, supplement or otherwise modify this Indenture, any Guarantee and the Notes issued hereunder enter into a supplemental indenture with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding and issued under this Indenture Securities of each Series affected by such supplemental indenture (including consents obtained in connection with a purchase of, or tender offer or exchange offer forfor the Securities of such Series), Notes) and, subject for the purpose of adding any provisions to Section 6.4 hereof, or changing in any existing Default manner or Event of Default (other than a Default or Event of Default in the payment eliminating any of the principal of, premium, if any, or interest, if any, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision provisions of this IndentureIndenture or of any supplemental indenture or of modifying in any manner the rights of the Securityholders of each such Series. Except as provided in Section 6.4, the Notes and the Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding issued under this Indenture Securities of each Series by notice to the Trustee (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Section 2.12 hereof and Section 12.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes Securities of such Series) may waive compliance by the Company with any provision of this Indenture or the Securities with respect to such Series. It shall not be necessary for the consent of the Holders of Securities under this Section 9.29.2 to approve the particular form of any proposed supplemental indenture or waiver, but it shall be sufficient if such consent approves the substance thereof. Upon the request of the Company, Company and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes Securities as aforesaid, and upon receipt by the Trustee of the documents described in Sections 9.6 and 12.6 Section 11.4 hereof, the Trustee will join with the 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, liabilities 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. Without the consent of each Holder of Notes affected, an amendment After a supplemental indenture or waiver may under this section becomes effective, the Company shall promptly mail to the Holders of Securities affected thereby a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to mail or publish such notice, or any defect therein, shall not, with respect to however, in any Notes held by a non-consenting Holder:way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Except as provided below in this Section 9.28.02, the Company, the Guarantors each Guarantor, if any, and the Trustee may amend, amend or supplement or otherwise modify this Indenture, any Guarantee and the Notes issued hereunder Indenture with the consent (including consents obtained in connection with a tender offer for the Securities or a series of Securities or a solicitation of consents in respect of the Securities or a series of Securities, provided that such offer or solicitation is made to all Holders of the applicable series of Securities then outstanding on equal terms) of the Holders of at least a majority in aggregate principal amount of each series of Securities affected by such supplemental indenture then outstanding affected thereby, voting separately as a class. The Holders of a majority in aggregate principal amount of the Notes Securities of a series then outstanding and issued under may waive compliance in a particular instance by the Company or any Guarantor with any provision of this Indenture or the applicable Securities (including consents waivers obtained in connection with a purchase of, or tender offer for such Securities or exchange a solicitation of consents in respect of such Securities, provided that in each case such offer for, Notes) and, subject or solicitation is made to Section 6.4 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment all Holders of the principal ofSecurities or the series of Securities, premiumas applicable, if any, or 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 and the Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding issued under this Indenture (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Noteson equal terms). Section 2.12 hereof and Section 12.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the CompanyCompany and each Guarantor, if any, authorizing the execution of any supplemental indenture entered into to effect any such amendment, supplement or waiver, and upon the filing with the Trustee of evidence of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 9.6 and 12.6 hereofSection 8.06, the Trustee will shall join with the Company and the Guarantors each Guarantor, if any, in the execution of such amended supplemental indenture. After an amendment, supplement or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s own rights, duties, liabilities or immunities waiver under this Indenture Section 8.02 becomes effective, the Company shall mail to the Holders of each Security affected thereby a notice briefly describing the amendment, supplement or otherwisewaiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in which case any way impair or affect the Trustee may in its discretionvalidity of any such amendment, supplement or waiver. It shall not be necessary for the consent of the Holders under this Section 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but will not it shall be obligated to, enter into sufficient if such amended or supplemental Indentureconsent approves the substance thereof. Without the consent of each Holder of Notes Securities affected, an amendment amendment, supplement or waiver under this Section 8.02 may not, with respect to any Notes held by a non-consenting Holder:

With Consent of Holders. Except as provided below in this Section 9.28.02, the Company, the Guarantors Guarantor, the Trustee and the Trustee Securities Administrator may amend, amend or supplement this Indenture or otherwise modify this Indenture, any Guarantee and of the Notes issued hereunder Securities with the consent (including consents obtained in connection with a tender offer or exchange offer for the Securities or a solicitation of consents in respect of the Securities, provided that in each case such offer or solicitation is made to all Holders of the Securities then outstanding on equal terms) of the Holders of at least a majority in aggregate principal amount of the Securities then outstanding affected thereby. The Holders of a majority in aggregate principal amount of the Notes Securities then outstanding and issued under may waive compliance in a particular instance by the Company or the Guarantor with any provision of this Indenture or the Securities (including consents waivers obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to Section 6.4 hereof, any existing Default for the Securities or Event a solicitation of Default (other than a Default or Event of Default consents in the payment respect of the principal ofSecurities, premium, if any, provided that in each case such offer or 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 and the Guarantees may be waived with the consent solicitation is made to all Holders of the Holders of a majority in aggregate principal amount of the Notes Securities then outstanding issued under this Indenture (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Noteson equal terms). Section 2.12 hereof and Section 12.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the CompanyCompany and the Guarantor accompanied by a resolution of the Board of Directors of each of the Company and the Guarantor authorizing the execution of any supplemental indenture entered into to effect any such amendment, supplement or waiver, and upon the filing with the Trustee and the Securities Administrator of evidence of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee and the Securities Administrator of the documents described in Sections 9.6 and 12.6 hereofSection 8.06, the Trustee will and the Securities Administrator shall join with the Company and the Guarantors Guarantor in the execution of such amended supplemental indenture. After an amendment, supplement or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s own rights, duties, liabilities or immunities waiver under this Indenture Section 8.02 becomes effective, the Company shall mail to the Holders of each Security affected thereby a notice briefly describing the amendment, supplement or otherwisewaiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in which case any way impair or affect the Trustee may in its discretionvalidity of any such amendment, supplement or waiver. It shall not be necessary for the consent of the Holders under this Section 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but will not it shall be obligated to, enter into sufficient if such amended or supplemental Indentureconsent approves the substance thereof. Without the consent of each Holder of Notes affected, an amendment amendment, supplement or waiver under this Section 8.02 may not, with respect to any Notes held by a non-consenting Holder:

With Consent of Holders. Except as provided below in this Section 9.2, the (a) The Company, the Note Guarantors and the Trustee may amend, supplement amend this Indenture or otherwise modify this Indenture, any Guarantee and the Notes issued hereunder without notice to any Holder but with the written consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Notes then outstanding and issued under this Indenture (including consents obtained in connection with a purchase ofincluding, or tender offer or exchange offer forwithout limitation, Notes) and, subject to Section 6.4 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, 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 and the Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding issued under this Indenture (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Section 2.12 hereof However, without the consent of each Holder affected, an amendment may not: (1) reduce the principal amount of Notes whose Holders must consent to an amendment or waiver; (2) reduce the principal of or premium on or change or have the effect of changing the fixed maturity of any Notes or alter the provisions with respect to the redemption of the Notes (except as provided for with respect to Sections 3.9 and Section 12.6 hereof shall determine which 3.10 hereof); (3) reduce the rate of or change or have the effect of changing the time for payment of interest, including Defaulted Interest, on any Notes; (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on any Note (except a rescission of acceleration of the Notes are considered to be “outstanding” for by the purposes Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); (5) make any Notes payable in money other than that stated in the Notes; (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of or premium, if any, or interest on the Notes; (7) waive a redemption payment with respect to any Note (other than a payment required by Section 9.2. Upon 3.9 or Section 3.10, hereof); (8) modify the request ranking or priority of the Company, and upon Notes; (9) release the filing Company from any of its obligations under this Indenture other than in accordance with the Trustee terms of evidence this Indenture; (10) eliminate or modify in any manner a Note Guarantor's obligations with respect to its Note Guarantee which adversely affects Holders in any material respect, except as contemplated in this Indenture; (11) make any change in the foregoing amendment and waiver provisions; or (12) amend, change or modify in any material respect any obligation of the Company to make and consummate a Change of Control Offer in respect of a Change of Control that has occurred or make and consummate an Asset Sale Offer with respect to any Asset Sale that has been consummated. 70 -92 (b) It shall not be necessary for the consent of the Holders under this Section 9.2 to approve the particular form of Notes as aforesaidany proposed amendment, and upon receipt by but it shall be sufficient if such consent approves the Trustee of the documents described in Sections 9.6 and 12.6 hereofsubstance thereof. (c) After an amendment under this Section 9.2 becomes effective, the Trustee will join with Company shall mail to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the Company and the Guarantors in the execution validity of such amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s own rights, duties, liabilities or immunities an amendment 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 IndentureSection 9.2. Without the consent of each Holder of Notes affected, an amendment or waiver may not, with respect to any Notes held by a non-consenting Holder:Section 9.3.

With Consent of Holders. Except as provided below in All other modifications, waivers and amendments of this Section 9.2, the Company, the Guarantors and the Trustee Indenture may amend, supplement or otherwise modify this Indenture, any Guarantee and the Notes issued hereunder be made with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding and issued under this Indenture (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to Section 6.4 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, if any, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenturethat, the Notes and the Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding issued under this Indenture (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Section 2.12 hereof and Section 12.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the Company, and upon the filing with the Trustee of evidence of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 9.6 and 12.6 hereof, the Trustee will join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s own rights, duties, liabilities 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. Without without the consent of each Holder of the Notes affectedaffected thereby, an no amendment or waiver may: (i) reduce the amount of Notes whose Holders must consent to an amendment; (ii) reduce the rate of or change or have the effect of changing the time for payment of interest, including defaulted interest, on any Notes; (iii) reduce the principal of or change or have the effect of changing the fixed maturity of any Notes, or change the date on which any Notes may notbe subject to redemption or repurchase, or reduce the redemption or repurchase price therefor; (iv) make any Notes payable in money other than that stated in the Notes; (v) make any change in provisions of this Indenture protecting the right of each Holder to receive payment of principal of and interest on such Note on or after the due date thereof or to bring suit to enforce such payment, or permitting Holders of a majority in principal amount of Notes to waive Defaults or Events of Default; (vi) amend, change or modify in any material respect the obligation of the Company to make and consummate a Change of Control Offer in the event a Change of Control has occurred or make and consummate a Net Proceeds Offer with respect to any Asset Sale that has been consummated, or, following the occurrence or consummation of a Change of Control or Asset Sale, modify any of the provisions or definitions with respect thereto; (vii) modify or change any provision of this Indenture or the related definitions affecting the subordination or ranking of the Notes held by or any Guarantee in a non-consenting Holder:manner which adversely affects the Holders; or (viii) release any Guarantor from any of its obligations under its Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture. After an amendment, supplement or waiver under this Section 9.02 becomes effective (as provided in Section 9.04), the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any 113 - 105 - failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

With Consent of Holders. Except as provided below in this Section 9.2, 9.2 the Company, the Guarantors Company and the Trustee may amend, amend or supplement or otherwise modify this Indenture, any Guarantee the Notes, the Note Guarantees, the Collateral Documents and the Notes issued hereunder Intercreditor Agreement with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding and issued under this Indenture Notes (including 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, or purchase of, the Notes) ), and, subject to Section Sections 6.4 and 6.7 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or 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 and Notes, the Guarantees Note Guarantees, the Collateral Documents or the Intercreditor Agreement may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding issued under this Indenture Notes (including 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, or purchase of, the Notes). Section 2.12 hereof and Section 12.6 2.11 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the CompanyCompany accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 9.6 and 12.6 Section 7.2 hereof, the Trustee will join with the 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, liabilities 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. Without the consent of each Holder of Notes affected, an amendment amendment, supplement or waiver may not, not (with respect to any Notes held by a non-consenting Holder:holder):

With Consent of Holders. Except as provided below in Subject to the further terms of this Section 9.2Section, the Company, the Guarantors Guarantor and the Trustee may amend, supplement amend this Indenture or otherwise modify this Indenture, any Guarantee and the Notes issued hereunder Securities with the written consent of the Holders of a majority at least 66-2/3% in aggregate principal amount of the Notes then outstanding and issued under this Indenture (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to Section 6.4 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, 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 and the Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding issued under this Indenture (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Section 2.12 hereof and Section 12.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2Securities. Upon the request of the CompanyCompany and the Guarantor, accompanied by a resolution of the Board of Directors authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 9.6 and 12.6 Section 9.06 hereof, the Trustee will shall (if the form of the amendment complies to the Trustee's reasonable satisfaction with the substance of the approval by the Holders) join with the Company and the Guarantors Guarantor in the execution of such amended or supplemental indenture unless such amended or supplemental indenture adversely affects the Trustee’s 's own rights, duties, liabilities 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 supplemental indenture. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders of each Security affected thereby a notice briefly describing the amendment or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental Indentureindenture or waiver. Without The Holders of 66-2/3% in principal amount of the Securities then outstanding may waive compliance in a particular instance by the Company or the Guarantor with any provision of this Indenture or the Securities. However, without the consent of each Holder of Notes 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. Except as provided below in this Subject to Section 9.2----------------------- 6.04, the CompanyCompany and the Note Guarantors when authorized by Board Resolutions of their respective Boards of Directors, the Guarantors and the Trustee may amend, supplement amend or otherwise modify this Indenture, any Guarantee and Indenture or the Notes issued hereunder with the written consent of the Holders of not less than a majority in aggregate principal amount of the Notes then outstanding, and the Holders of not less than a majority in aggregate principal amount of the Notes then outstanding and issued by written notice to the Trustee, may waive future compliance by the Company or any Note Guarantor with any provision of this Indenture, the Notes or the Note Guarantees, except a default in the payment of principal of, premium, if any, or interest on the Notes. Notwithstanding the provisions of this Section 9.02, without the consent of each Holder affected, an amendment, modification or waiver, including a waiver pursuant to Section 6.04, may not: (a) reduce the principal amount outstanding of or extend the Stated Maturity of any Note or alter the redemption provisions with respect thereto; (b) make the principal of, premium, if any, or interest on any Note payable in money other than that stated in the Note; (c) reduce the percentage in outstanding aggregate principal amount of Notes the Holders of which must consent to an amendment, supplement or waiver of or consent to take any action under any provision of this Indenture, the Notes or any Note Guarantee; (d) modify or change Section 4.12 or any provision of this Indenture affecting the subordination of the Notes or any Note Guarantee in a manner adverse to the Holders; (including consents obtained in connection with a purchase e) impair the right of any Holder to receive payment of principal of, premium, if any, and interest on such Holder's Notes on or tender offer after the due dates therefor or exchange offer for, to institute suit for the enforcement of any payment on or with respect to the Notes; (f) and, subject to Section 6.4 hereof, any existing Default or Event of Default (other than waive a Default or Event of Default default in the payment of the principal of, premium, if any, or interestinterest on, if anyor redemption or an offer to purchase required hereunder with respect to, on any Note or any Note Guarantee (except for any waiver of a default in payment to the Notes, except a payment default extent resulting from an a declaration of acceleration that has been rescinded) or compliance with any provision of under this Indenture, which declaration has been rescinded by the Holders as contemplated by the third full paragraph under Section 6.02); (g) following the occurrence of a Change of Control or an Asset Sale, amend, change or modify the obligation of the Company to offer to repurchase and to repurchase the Notes and in the Guarantees may be waived with the consent of the Holders event of a majority in aggregate principal amount Change of Control or make and consummate the Notes then outstanding issued under this Indenture (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Section 2.12 hereof and Section 12.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the Company, and upon the filing with the Trustee of evidence of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 9.6 and 12.6 hereof, the Trustee will join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s own rights, duties, liabilities 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. Without the consent of each Holder of Notes affected, an amendment or waiver may not, Excess Proceeds Offer with respect to any Notes held Asset Sale, including by a non-consenting Holder:modifying any of the provisions or definitions with respect thereto; (h) reduce or change the rate or time for payment of interest on the Notes; (i) modify this Section 9.02 or Section 6.04 or Section 6.07; or

With Consent of Holders. Except as provided below in this Section 9.2, the The Company, the Guarantors Trustee, the Note Collateral Agent and the Trustee (as applicable) any Guarantor may amend, amend or supplement or otherwise modify this Indenture, the Notes, the Note Security Documents and any Guarantee Intercreditor Agreement with the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes (including Additional Notes, if any, and including consents obtained in connection with a tender offer or exchange offer for Notes) and the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes issued hereunder (including Additional Notes, if any, and including consents obtained in connection with a tender offer or exchange offer for Notes) by notice to the 151 Trustee may waive any existing Default or Event of Default or compliance by the Company or any Guarantor with any provision of this Indenture, the Notes, the Parent Guarantee, any Subsidiary Guarantee, any Note Security Documents or any Intercreditor Agreement; provided that (x) if any such amendment or waiver will only affect one series of Notes (or less than all series of Notes) then outstanding under this Indenture, then only the consent of the Holders of a majority in aggregate principal amount of the Notes of such series then outstanding and issued under this Indenture (including including, in each case, consents obtained in connection with a purchase of, or tender offer or exchange offer for, for Notes) and, subject shall be required and (y) if any such amendment or waiver by its terms will affect a series of Notes in a manner different and materially adverse relative to Section 6.4 hereof, any existing Default the manner such amendment or Event waiver affects other series of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or 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 and the Guarantees may be waived with then the consent of the Holders of a majority in aggregate principal amount of the Notes of such series then outstanding issued under (including, in each case, consents obtained in connection with a tender offer or exchange offer for Notes) shall be required. Notwithstanding the provisions of this Indenture Section 902, without the consent of Holders of at least 90.0% of the principal amount of the Notes affected (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, of the Notes). Section 2.12 hereof and Section 12.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the Company, and upon the filing with the Trustee of evidence of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 9.6 and 12.6 hereof, the Trustee will join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s own rights, duties, liabilities 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. Without the consent of each Holder of Notes affected, an amendment or waiver, including a waiver pursuant to Section 613, may not: (i) reduce the principal amount of the Notes whose Holders must consent to an amendment or waiver; (ii) reduce the rate of or extend the time for payment of interest on any Note; (iii) reduce the principal of or extend the Stated Maturity of any Note; (iv) reduce the premium payable upon the redemption of any Note or change the date on which any Note may be redeemed as described in Section 6 of the applicable Notes Supplemental Indenture; (v) make any Note payable in money other than that stated in such Note; (vi) amend or waive the legal right of any Holder of any Note to receive payment of principal of and interest on such Note on or after the respective Stated Maturity for such principal or Interest Payment Date for such interest expressed in such Note, with respect or to institute suit for the enforcement of any such payment on or after such respective Stated Maturity or Interest Payment Date; or (vii) make any change in the amendment or waiver provisions described in this paragraph. Any amendment, supplement or waiver consented to by Holders of at least 90.0% of the principal amount of the Notes held by a affected will be binding on any non-consenting Holder:Holder of the Notes affected.

With Consent of Holders. Except as provided in Section 9.08 or below in this Section 9.29.02, the Company, the Guarantors Company and the Trustee may amendamend or supplement this Indenture (including Section 3.09, supplement or otherwise modify this IndentureSection 4.12, any Guarantee Section 4.17, Section 4.19, Section 4.20, and Section 4.21) and the Notes issued hereunder and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding and issued under this Indenture Notes voting as a single class, or if such amendment or supplement applies to less than all series of Notes, all series affected by such amendment or supplement, of each series affected by such amendment or supplement (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes) ), and, subject to Sections 6.04 and Section 6.4 hereof6.07, any existing Unmatured Event of Default or Event of Default (other than a an Unmatured Event of Default or Event of Default in the payment of the principal of, premiumpremium or interest on, if any, or interest, if any, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes and or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding issued under this Indenture 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, or purchase of, the Notes). Section 2.12 hereof and Section 12.6 hereof 2.10 shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.29.02. Upon the request of the CompanyCompany accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 9.6 and 12.6 hereofSection 7.02, the Trustee will join with the 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, liabilities 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. Without It is not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and Section 6.07, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes or the Note Guarantees. However, without the consent of each Holder of each series of Notes affected, an amendment amendment, supplement 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. Except as provided below in this Section 9.29.02, the Company, the Guarantors and the Trustee may amend, supplement or otherwise modify this Indenture, the Notes, any Guarantee and Note Guarantee, the Notes issued hereunder Collateral Documents or the Intercreditor Agreement (if any) 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 and issued under this Indenture (including 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 6.4 hereof, and 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, 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 and Notes, any Note Guarantees, the Guarantees Collateral Documents or the Intercreditor Agreement (if any) may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding issued under this Indenture (including 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). Section 2.12 hereof In connection with the matters indicated above, the Trustee and Section 12.6 hereof the Collateral Agent shall determine which Notes are considered be entitled to be “outstanding” for rely absolutely on an Opinion of Counsel and an Officer’s Certificate to the purposes of effect that the entry into such amendment, supplement or waiver is authorized or permitted by this Section 9.2Indenture, the Notes, any Note Guarantee, the Collateral Documents and the Intercreditor Agreement. Upon the request of the CompanyCompany accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee and the Collateral Agent of the documents described in Sections 9.6 and 12.6 hereofthis Section 9.02, the Trustee will join with the Company and the Guarantors (if any) in the execution of such amended amendment or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s or the Collateral Agent’s own rights, duties, liabilities duties or immunities under this Indenture or otherwise, in which case the Trustee and the Collateral Agent may in its sole discretion, but will not be obligated to, enter into such amendment or supplemental indenture. It is not necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver; provided that the foregoing shall not be required if such amendment, supplement or waiver, or such notice, is filed with the SEC. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental Indentureindenture or waiver. Without Subject to Sections 6.04 and 6.07, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes or the Note Guarantees. However, without the consent of each Holder Holders holding at least 90% in principal amount of Notes affectedthe Notes, an amendment amendment, supplement or waiver under this Section 9.02 may not, not (with respect to any Notes (including Additional Notes) held by a non-consenting Holder:):

With Consent of Holders. Except as provided in Section 8.01 or below in this Section 9.28.02, the Company, the Guarantors Guarantor, the Trustee and the Trustee Securities Administrator may amend, amend or supplement this Indenture or otherwise modify this Indenture, any Guarantee and of the Notes issued hereunder Securities with the consent (including consents obtained in connection with a tender offer or exchange offer for the Securities or a solicitation of consents in respect of the Securities, provided that in each case such offer or solicitation is made to all Holders of the Securities then outstanding on equal terms) of the Holders of at least a majority in aggregate principal amount of the Securities then outstanding affected thereby. The Holders of a majority in aggregate principal amount of the Notes Securities then outstanding and issued under may waive compliance in a particular instance by the Company or the Guarantor with any provision of this Indenture or the Securities (including consents waivers obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to Section 6.4 hereof, any existing Default for the Securities or Event a solicitation of Default (other than a Default or Event of Default consents in the payment respect of the principal ofSecurities, premium, if any, provided that in each case such offer or 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 and the Guarantees may be waived with the consent solicitation is made to all Holders of the Holders of a majority in aggregate principal amount of the Notes Securities then outstanding issued under this Indenture (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Noteson equal terms). Section 2.12 hereof and Section 12.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the CompanyCompany and the Guarantor accompanied by a resolution of the Board of Directors of each of the Company and the Guarantor authorizing the execution of any supplemental indenture entered into to effect any such amendment, supplement or waiver, and upon the filing with the Trustee and the Securities Administrator of evidence of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee and the Securities Administrator of the documents described in Sections 9.6 and 12.6 hereofSection 8.06, the Trustee will and the Securities Administrator shall join with the Company and the Guarantors Guarantor in the execution of such amended supplemental indenture. After an amendment, supplement or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s own rights, duties, liabilities or immunities waiver under this Indenture Section 8.02 becomes effective, the Company shall mail to the Holders of each Security affected thereby a notice briefly describing the amendment, supplement or otherwisewaiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in which case any way impair or affect the Trustee may in its discretionvalidity of any such amendment, supplement or waiver. It shall not be necessary for the consent of the Holders under this Section 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but will not it shall be obligated to, enter into sufficient if such amended or supplemental Indentureconsent approves the substance thereof. Without the consent of each Holder of Notes affected, an amendment amendment, supplement or waiver under this Section 8.02 may not, with respect to any Notes held by a non-consenting Holder:

With Consent of Holders. Except as provided below in this Section 9.29.02, the CompanyParent, the Guarantors Intermediate Guarantors, the Issuer, the Senior Subordinated Subsidiary Guarantor and the Trustee may amend, amend or supplement or otherwise modify this Indenture, any Guarantee the Notes and the Notes issued hereunder Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding and issued under this Indenture (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes) and, subject to Section 6.4 hereofthis Indenture and the Notes, 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, if any, 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 and the Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding issued under this Indenture (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes); provided, however, that if any amendment, waiver or other modification would only affect the Dollar Notes or the Euro Notes, only the consent of the Holders of at least a majority in principal amount of the then-outstanding Notes of the affected series (and not the consent of the Holders of any other series of Notes) shall be required. Section 2.12 hereof and Section 12.6 2.08 hereof shall determine which Notes are considered to be “"outstanding” " for the purposes of this Section 9.29.02. An amendment under Section 9.02 may not make any change that adversely affects the rights under Article 12 hereof or under the Intercreditor Deed of any holder of Senior Indebtedness of the Senior Subordinated Subsidiary Guarantor then outstanding unless the holders of such Senior Indebtedness (or any group or Representative thereof authorized to give a consent) consent to such change under the terms of that Senior Indebtedness. Upon the request of the CompanyIssuer, 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 Sections 9.6 and 12.6 Section 7.02 hereof, the Trustee will join with the Company and the Guarantors Issuer in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s 's own rights, duties, liabilities 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. Without It is not necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer will mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Issuer with any provision of this Indenture or the Notes. However, without the consent of each Holder of Notes affected, an amendment amendment, supplement 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. Except as provided below in this Section 9.2, and subject to the terms of the Intercreditor Agreement, the Company, the Guarantors and the Trustee may amend, amend or supplement or otherwise modify this Indenture, the Intercreditor Agreement and any Guarantee Security Document and the Notes 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 of each issue affected thereby then outstanding and issued under this Indenture (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer forfor the Notes of such issue), Notes) and, subject to Section Sections 6.4 and 6.7 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest, if any, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes and the Guarantees of either issue may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding issued under this Indenture Notes of each issue affected thereby (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Section 2.12 hereof and Section 12.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes Notes of this Section 9.2such issue). Upon the written request of the Company, accompanied by a resolution of the Board of Directors of the Company authorizing the execution of any such supplemental indenture or amendment, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections Section 9.6 and 12.6 hereof, the Trustee will shall join with the Company and the Guarantors in the execution of such amended or supplemental indenture or amendment unless such amended or supplemental indenture affects the Trustee’s own rights, duties, liabilities 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. Without the consent of each Holder of Notes affected, an amendment or waiver may not, with respect to any Notes held by a non-consenting Holder:affects

With Consent of Holders. Except as provided below in this Section 9.29.02, the CompanyIssuer, the Guarantors Guarantors, the Trustee and the Trustee Collateral Agent (if applicable) may amendamend or supplement this Indenture (including without limitation, supplement or otherwise modify this IndentureSection 4.09 and Section 4.13 hereof), any Guarantee the Notes, the Note Guarantees and the Notes issued hereunder Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding and issued under this Indenture Notes (including 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, or purchase of, the Notes) ), and, subject to Section 6.4 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, premiumpremium on, if any, or interestinterest on, 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 and Notes, the Note Guarantees or the Security Documents may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding issued under this Indenture Notes (including 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, or purchase of, the Notes). Section 2.12 hereof and Section 12.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the CompanyIssuer accompanied by a Board Resolution authorizing the execution of any such amended or supplemental indenture or other amendment or supplement, 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 Sections 9.6 7.02, 9.05 and 12.6 13.03 hereof, the Trustee will shall join with the Company Issuer and the Guarantors in the execution of such amended or supplemental indenture indenture, Security Document or intercreditor agreement unless such amended or supplemental indenture indenture, Security Document or intercreditor agreement directly affects the Trustee’s own rights, duties, liabilities 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, Security Document or intercreditor agreement. Without It is not necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall deliver to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to deliver such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. However, without the consent of each Holder of Notes affected, an amendment amendment, supplement 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. Except as provided below in this Section 9.2, the Company, the Guarantors and the Trustee Trustee, if applicable, may amend, amend or supplement or otherwise modify this Indenture, any Guarantee and the Notes issued hereunder Note Document with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding and issued under this Indenture (including Indenture, including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) , and, subject to Section Sections 6.4 and 6.7 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest, if any, interest and Additional Amounts 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 and the Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes issued under this Indenture (including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, for Notes). Section 2.12 hereof and Section 12.6 12.4 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the CompanyCompany accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with delivery to the Trustee of evidence of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 9.6 and 12.6 12.2 hereof, the Trustee will shall join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s own rights, duties, liabilities 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. Without the consent of each Holder of Notes affected, an amendment amendment, supplement or waiver may not, with respect to any Notes issued thereunder and held by a non-consenting nonconsenting Holder:

With Consent of Holders. Except as provided below in this Section 9.29.02, the Company, the Guarantors Company and the Trustee may amend, amend or supplement or otherwise modify this Indenture, any Guarantee the Notes, and the Notes issued hereunder Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding and issued under this Indenture Notes (including 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, or purchase of, the Notes) ), and, subject to Section 6.4 hereofSections 6.04 and 6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, premium or interest, if any, interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees or the Notes and the Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding issued under this Indenture Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Section 2.12 hereof 2.08 and Section 12.6 hereof 2.09 shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.29.02. Upon the request of the CompanyCompany accompanied by a resolution of its board of directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 9.6 and 12.6 hereofSection 9.06, the Trustee will shall join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s its own rights, duties, liabilities 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 shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall deliver to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to deliver such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Without the consent of each Holder of Notes affectedaffected Holder, 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. Except as provided below in this Section 9.2All other amendments, the Company, the Guarantors and the Trustee may amend, supplement supplements or otherwise modify waivers of this Indenture, the Notes, the Guarantees or any Guarantee and the Notes issued hereunder Security Document may be made with the consent of the Holders of not less than a majority of the then outstanding principal amount of the then outstanding Notes, except that, without the consent of each Holder of the Notes affected thereby, no amendment, supplement or waiver may, directly or indirectly: (i) reduce the amount of Notes whose Holders must consent to any amendment; (ii) reduce the rate of or change the time for payment of interest, including defaulted interest, on any Notes; (iii) reduce the principal of or change the fixed maturity of any Notes, or change the date on which any Notes may be subject to redemption or repurchase, or reduce the redemption or repurchase price therefor; (iv) make any Notes payable in currency other than that stated in the Notes; (v) make any change in provisions of this Indenture protecting the right of each Holder of a Note to receive payment of principal of and interest on such Note on or after the due date thereof or to bring suit to enforce such payment or permitting Holders of a majority in aggregate principal amount of the Notes then outstanding Notes to waive Defaults or Events of Default; (vi) amend, change or modify in any material respect the obligation of the Issuers to make and issued under this Indenture (including consents obtained in connection with consummate a purchase of, or tender offer or exchange offer for, Notes) and, subject to Section 6.4 hereof, any existing Default or Event Change of Default (other than a Default or Event of Default Control Offer in the payment event of the principal of, premium, if any, a Change of Control or interest, if any, on the Notes, except make and consummate a payment default resulting from an acceleration Net Proceeds Offer with respect to any Asset Sale that has been rescindedconsummated or modify any of the provisions or definitions with respect thereto; (vii) modify or compliance with change any provision of this Indenture, any Security Document or Section 1.01 affecting the Notes and the Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount ranking of the Notes then outstanding issued or any Guarantee in a manner which adversely affects the Holders; or (viii) release any Subsidiary Guarantor from any of its obligations under its Guarantee or this Indenture (including consents obtained otherwise than in connection accordance with a purchase of, or tender offer or exchange offer for, Notes). Section 2.12 hereof and Section 12.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes terms of this Section 9.2. Upon the request of the Company, and upon the filing with the Trustee of evidence of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 9.6 and 12.6 hereof, the Trustee will join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s own rights, duties, liabilities 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. Without the consent of each Holder of Notes affected, an amendment or waiver may not, with respect to any Notes held by a non-consenting Holder:.

With Consent of Holders. Except as provided below in this Section 9.2The Partnership, the Company, the Guarantors Finance Corp. and the Trustee Trustee, as applicable, may amend, supplement amend this Indenture or otherwise modify this Indenture, any Guarantee and the Notes issued hereunder with the written consent of the Holders of at least a majority in principal amount of the then outstanding Notes and, subject to Sections 6.4 and 6.7 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding and issued under this Indenture (including consents obtained may waive compliance in connection with a purchase of, particular instance by the Partnership or tender offer or exchange offer for, Notes) and, subject to Section 6.4 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, if any, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance Finance Corp. with any provision of this Indenture, Indenture or the Notes and the Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding issued under this Indenture (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Section 2.12 hereof and Section 12.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the CompanyPartnership and Finance Corp., accompanied by a resolution of the Board of Directors of the General Partner on behalf of the Partnership (or the Partnership, if the Partnership is a corporation) and the Board of Directors of Finance Corp., authorizing the execution of any such supplemental indenture, amendment 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 Sections Section 9.6 and 12.6 hereof, the Trustee will shall join with the Company Partnership and the Guarantors Finance Corp. in the execution of such amended or supplemental indenture or amendment unless such amended supplemental indenture, amendment or supplemental indenture waiver affects the Trustee’s own rights, duties, liabilities 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 supplemental indenture, amendment or waiver. It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed supplemental Indentureindenture, amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture, amendment or waiver under this Section becomes effective, the Issuers shall mail to the Holders of each Note affected thereby a notice briefly describing the supplemental indenture, amendment or waiver. Any failure of the Issuers to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture, amendment or waiver. Without the consent of each Holder of Notes affected, an amendment or waiver under this Section may not, not (with respect to any Notes held by a non-consenting Holder:Holder of Notes):

With Consent of Holders. Except as provided below in this Section 9.29.02, the CompanyPartnership, the Subsidiary Guarantors and the Trustee may amend, amend or supplement or otherwise modify this Indenture, any Guarantee and the Notes issued hereunder Indenture with the written consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding and issued under this Indenture (including consents obtained in connection with a purchase of, or tender offer or exchange offer forfor Notes of any one or more series or all series or a solicitation of consents in respect of Notes of any one or more series or all series, Notesprovided that in each case such offer or solicitation is made to all Holders of then outstanding Notes of each such series (but the terms of such offer or solicitation may vary from series to series)) and, subject to Section 6.4 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, 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 and the Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding issued under this Indenture Notes of all series affected by such amendment or supplement (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notesacting as one class). Section 2.12 hereof and Section 12.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the CompanyPartnership, accompanied by a Board Resolution, and upon the filing with the Trustee of evidence of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 9.6 and 12.6 hereofSection 9.06, the Trustee will shall, subject to Section 9.06, join with the Company Partnership and the Subsidiary Guarantors in the execution of such amended amendment or supplemental indenture unless such amended or supplemental indenture affects Supplemental Indenture. It shall not be necessary for the Trustee’s own rights, duties, liabilities or immunities consent of the Holders under this Indenture Section 9.02 to approve the particular form of any proposed amendment, supplement or otherwise, in which case the Trustee may in its discretionwaiver, but will not it shall be obligated tosufficient if such consent approves the substance thereof. The Holders of a majority in principal amount of the then outstanding Notes of one or more series or of all series may waive compliance in a particular instance by the Partnership or any Subsidiary Guarantor with any provision of this Indenture with respect to Notes of such series (including waivers obtained in connection with a tender offer or exchange offer for Notes of such series or a solicitation of consents in respect of Notes of such series, enter into provided that in each case such amended offer or supplemental Indenturesolicitation is made to all Holders of then outstanding Notes of such series (but the terms of such offer or solicitation may vary from series to series)). Without However, without the consent of each Holder of Notes 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. Except as provided below in All other modifications, waivers and amendments of this Section 9.2, the Company, the Guarantors and the Trustee Indenture may amend, supplement or otherwise modify this Indenture, any Guarantee and the Notes issued hereunder be made with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding and issued under this Indenture (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to Section 6.4 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, if any, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenturethat, the Notes and the Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding issued under this Indenture (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Section 2.12 hereof and Section 12.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the Company, and upon the filing with the Trustee of evidence of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 9.6 and 12.6 hereof, the Trustee will join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s own rights, duties, liabilities 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. Without without the consent of each Holder of the Notes affectedaffected thereby, an no amendment or waiver may: (i) reduce the amount of Notes whose Holders must consent to an amendment; (ii) reduce the rate of or change or have the effect of changing the time for payment of interest, including defaulted interest, on any Notes; (iii) reduce the principal of or change or have the effect of changing the fixed maturity of any Notes, or change the date on which any Notes may notbe subject to redemption or repurchase, or reduce the redemption or repurchase price therefor; (iv) make any Notes payable in money other than that stated in the Notes; (v) make any change in provisions of this Indenture protecting the right of each Holder to receive payment of principal of and interest on such Note on or after the due date thereof or to bring suit to enforce such payment, or permitting Holders of a majority in principal amount of Notes to waive Defaults or Events of Default; (vi) amend, change or modify in any material respect the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control or make and consummate a Net Proceeds Offer with respect to any Asset Sale that has been consummated or modify any of the provisions or definitions with respect thereto; (vii) modify or change any provision of this Indenture or the related definitions affecting the subordination or ranking of the Notes held by or any Guarantee in a non-consenting Holder:manner which adversely affects the Holders; or (viii) release any Subsidiary Guarantor from any of its obligations under its Guarantee or this Indenture other than in accordance with the terms of this Indenture.

With Consent of Holders. Except as provided below in this Section 9.2, the CompanyIssuer, the Guarantors and the Trustee may amend, amend or supplement or otherwise modify this Indenture, any Guarantee Guarantee, and the Notes issued hereunder hereunder, with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding and issued under this Indenture (including Indenture, including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) , and, subject to Section Sections 6.4 hereofand 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, if any, 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 and the Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes issued under this Indenture (including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, for Notes). Section 2.12 hereof and Section 12.6 hereof 14.4 shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the CompanyIssuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amendment, supplement or modification, and upon the filing with the Trustee of evidence of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 9.6 and 12.6 hereof14.4, the Trustee will join with the Company Issuer and the Guarantors Guarantor in the execution of such amended amendment, supplement or supplemental indenture modification unless such amended amendment, supplement or supplemental indenture modification affects the Trustee’s own rights, duties, liabilities 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 amendment, supplement or supplemental Indenturemodification. Without the consent of each Holder of Notes affected, an amendment amendment, supplement or waiver may not, with respect to any Notes issued thereunder and held by a non-consenting nonconsenting Holder:

With Consent of Holders. Except as provided in Section 8.01 or below in this Section 9.28.02, the Company, the Guarantors Guarantor, the Trustee and the Trustee Securities Administrator may amend, amend or supplement this Indenture or otherwise modify this Indenture, any Guarantee and either series of the Notes issued hereunder Securities with the consent (including consents obtained in connection with a tender offer or exchange offer for such Securities or a solicitation of consents in respect of such Securities, provided that in each case such offer or solicitation is made to all Holders of the Securities of such series then outstanding on equal terms) of the Holders of a majority in aggregate principal amount of the Notes Securities of such series then outstanding and issued under this Indenture (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to Section 6.4 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, 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 and the Guarantees may be waived with the consent of the affected thereby. The Holders of a majority in aggregate principal amount of the Notes Securities of either series then outstanding issued under may waive compliance in a particular instance by the Company or the Guarantor with any provision of this Indenture or the Securities of such series (including consents waivers obtained in connection with a purchase of, or tender offer or exchange offer forfor such Securities or a solicitation of consents in respect of such Securities, Notesprovided that in each case such offer or solicitation is made to all Holders of the Securities of such series then outstanding on equal terms). Section 2.12 hereof and Section 12.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the Company, Company and the Guarantor and upon the filing with the Trustee and the Securities Administrator of evidence of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee and the Securities Administrator of the documents described in Sections 9.6 and 12.6 hereofSection 8.06, the Trustee will and the Securities Administrator shall join with the Company and the Guarantors Guarantor in the execution of such amended or any supplemental indenture unless entered into to effect any such amended amendment, supplement or supplemental indenture affects the Trustee’s own rightswaiver. After an amendment, duties, liabilities supplement or immunities waiver under this Indenture Section 8.02 becomes effective, the Company shall send to the Holders of each Security of the series affected thereby a notice briefly describing the amendment, supplement or otherwisewaiver. Any failure of the Company to send such notice, or any defect therein, shall not, however, in which case any way impair or affect the Trustee may in its discretionvalidity of any such amendment, supplement or waiver. It shall not be necessary for the consent of the Holders under this Section 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but will not it shall be obligated to, enter into sufficient if such amended or supplemental Indentureconsent approves the substance thereof. Without the consent of each Holder of Notes the series affected, an amendment amendment, supplement or waiver under this Section 8.02 may not, with respect to any Notes held by a non-consenting Holder:

With Consent of Holders. Except as provided below in this Section 9.2, the Company, the Guarantors Guarantor and the Trustee may amend, supplement or otherwise modify and amend this Indenture, any Guarantee Guarantee, the Security Documents and the Notes issued hereunder with the consent (1) of the Holders of a majority in aggregate principal amount of the Notes (voting as a class and not by individual series), or (2) if less than all of the several series of Notes then outstanding and issued under this Indenture (including consents obtained in connection with a purchase ofare affected by the modification or amendment, or tender offer or exchange offer for, Notes) and, subject to Section 6.4 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, 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 and the Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding issued under this Indenture (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Section 2.12 hereof and Section 12.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2each series so affected. Upon the request of the CompanyIssuer, and upon the filing with delivery to the Trustee and the Collateral Trustee, as applicable, of evidence of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee and/or the Collateral Trustee of the documents described in Sections 9.6 Section 9.5 and 12.6 13.2 hereof, the Trustee and/or the Collateral Trustee will join with the Company Issuer and the Guarantors Guarantor in the execution of such amended or supplemental indenture indenture, security documents or intercreditor agreements unless such amended or supplemental indenture affects indenture, security documents or intercreditor agreements affect the Trustee’s or the Collateral Trustee’s own rights, duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee or the Collateral Trustee, as applicable, may in its discretion, but will not be obligated to, enter into such amended or supplemental Indentureindenture, security documents or intercreditor agreements. Without However, no modification or amendment may, without the consent of each the Holder of each series of Notes who is affected, an amendment or waiver may not, with respect to any Notes held by a non-consenting Holder:,

With Consent of Holders. Except as provided below in All other modifications, waivers and amendments of this Section 9.2, the Company, the Guarantors and the Trustee Indenture may amend, supplement or otherwise modify this Indenture, any Guarantee and the Notes issued hereunder be made with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding and issued under this Indenture (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to Section 6.4 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, if any, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenturethat, the Notes and the Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding issued under this Indenture (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Section 2.12 hereof and Section 12.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the Company, and upon the filing with the Trustee of evidence of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 9.6 and 12.6 hereof, the Trustee will join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s own rights, duties, liabilities 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. Without without the consent of each Holder of the Notes affectedaffected thereby, an no amendment or waiver may: (i) reduce the amount of Notes whose Holders must consent to an amendment; (ii) reduce the rate of or change or have the effect of changing the time for payment of interest, including defaulted interest, on any Notes; (iii) reduce the principal of or change or have the effect of changing the fixed maturity of any Notes, or change the date on which any Notes may be subject to redemption or repurchase, or reduce the redemption or repurchase price therefor; (iv) make any Notes payable in money other than that stated in the Notes; (v) make any change in provisions of this Indenture protecting the right of each Holder to receive payment of principal of and premium, if any, and interest on such Note on or after the due date thereof or to bring suit to enforce such payment, or permitting Holders of a majority in principal amount of Notes to waive Defaults or Events of Default; (vi) amend, change or modify in any material respect the obligation of LNR to make and consummate a Change of Control Offer in the event of a Change of Control or modify any of the provisions or definitions with respect thereto; or (vii) modify or change any provision of this Indenture or the related definitions affecting the subordination or ranking of the Notes in a manner which adversely affects the Holders. After an amendment, supplement or waiver under this Section 9.2 becomes effective (as provided in Section 9.4), LNR shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of LNR to mail such notice, or any defect therein, shall not, with respect to however, in any Notes held by a non-consenting Holder:way impair or affect the validity of any such supplemental indenture.

With Consent of Holders. Except as provided below in Section 9.1 and Section 9.3, this Section 9.2, the Company, the Guarantors and the Trustee may amend, supplement or otherwise modify this Indenture, any Guarantee Indenture and the Notes 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 and issued under this Indenture affected by the supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a purchase of, or tender offer or exchange offer forfor Notes), Notes) and, subject to Section 6.4 hereofSections 6.8 and 6.12, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest, if any, 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 and the Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding issued under this Indenture affected by such supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for Notes). Section 2.12 hereof and Section 12.6 hereof It shall determine which Notes are considered to not be “outstanding” necessary for the purposes consent of the Holders under this Section 9.29.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or waiver under this Section 9.2 becomes effective, the Issuer or Iron Mountain shall deliver to the Holders affected thereby a notice briefly describing the supplemental indenture or waiver. Any failure by Issuer or Iron Mountain to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. Upon the request of the CompanyIssuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 9.6 and 12.6 hereofSection 7.2, the Trustee will shall join with the Company Issuer, Iron Mountain and the Subsidiary Guarantors in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture Indenture affects the Trustee’s own rights, duties, liabilities 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. Without the consent of each Holder of Notes affected, an amendment or waiver may not, with respect to any Notes held by a non-consenting Holder:.

With Consent of Holders. Except as provided below in this Section 9.2, the The Company, the Guarantors and the Trustee may amend, amend or supplement this Indenture or otherwise modify this Indenture, any Guarantee and the Notes issued hereunder or any amended or supplemental Indenture with the written consent of the Holders of Notes of not less than a majority in aggregate principal amount of the Notes then outstanding and issued under this Indenture (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to Section 6.4 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, if any, on for the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes and the Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding issued under this Indenture (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Section 2.12 hereof and Section 12.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the CompanyCompany and the Guarantors accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 9.6 and 12.6 hereofSection 9.06, the Trustee will shall join with the Company and the Guarantors in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture Indenture affects the Trustee’s 's own rights, duties, liabilities 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. Without It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Company shall mail to the Holders of Notes affected thereby a notice describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Subject to Sections 6.04 and 6.07, the Holders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this -85- Indenture or the Notes. However, without the consent of each Holder of the Notes affectedaffected thereby, an amendment or waiver may not, directly or indirectly: (i) reduce the amount of Notes whose Holders must consent to an amendment; (ii) reduce the rate of or change or have the effect of changing the time for payment of premium, if any, and interest, including Default Interest, on any Notes; (iii) reduce the principal of or change or have the effect of changing the fixed maturity of any Notes, or change the date on which any Notes may be subject to redemption or repurchase, or reduce the redemption or repurchase price therefor; (iv) make any Notes payable in money other than that stated in the Notes; (v) make any change in provisions of this Indenture protecting the right of each Holder to receive payment of premium, if any, principal of and interest on such Note on or after the due date thereof or to bring suit to enforce such payment, or permitting Holders of a majority in principal amount of the Notes to waive Defaults or Events of Default; (vi) after the Company's obligation to purchase Notes arises thereunder, amend, change or modify in any material respect the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control which has occurred or make and consummate a Net Proceeds Offer with respect to any Asset Sale that has been consummated or modify any of the provisions or definitions with respect thereto; (vii) modify or change any provision of this Indenture or the related definitions affecting the ranking of the Notes held by or any Guarantee in a non-consenting Holder:manner which adversely affects the Holders; or (viii) release any Guarantor from any of its obligations under its Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture.

With Consent of Holders. Except as provided below in this Section 9.2, the Company, the Guarantors Company and the Trustee may amendamend or supplement this Indenture (including, supplement or otherwise modify this Indenturewithout limitation, any Guarantee Sections 3.5 and 3.10 hereof), the Notes, the Note Guarantees, the Collateral Documents and the Notes issued hereunder Intercreditor Agreement with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding and issued under this Indenture Notes (including 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, or purchase of, the Notes) ), and, subject to Section Sections 6.4 and 6.7 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premiumpremium or Special Interest, if any, or interestinterest on, 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 and Notes, the Guarantees Note Guarantees, the Collateral Documents or the Intercreditor Agreement may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding issued under this Indenture Notes (including 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, or purchase of, the Notes). Section 2.12 hereof and Section 12.6 2.11 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the CompanyCompany accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 9.6 and 12.6 Section 7.2 hereof, the Trustee will join with the 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, liabilities 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. Without the consent of each Holder of Notes affected, an amendment amendment, supplement or waiver under this Section 9.2 may not, not (with respect to any Notes held by a non-consenting Holder:holder):

With Consent of Holders. Except as provided below in this Section 9.29.02, the CompanyIssuer, the Co-Issuer, the Guarantors (solely with respect to the Guarantee to which it is a party) and the Trustee may amend, amend or supplement or otherwise modify this Indenture, any Guarantee the Notes and the Notes issued hereunder Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding and issued under this Indenture voting as a single class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes) ), and, subject to Section 6.4 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, if any, interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees or the Notes and the Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding issued under this Indenture Notes (including Additional Notes, if any), other than Notes beneficially owned by the Issuer or its Affiliates, voting as a single class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or offer to purchase with respect to the Notes); provided that (x) if any such amendment or waiver will only affect one series of Notes (or less than all series of Notes) then outstanding hereunder, then only the consent of the Holders of a majority in principal amount of the Notes of such series then outstanding (including, in each case, consents obtained in connection with a tender offer or exchange offer or offer to purchase with respect to the Notes) shall be required and (y) if any such amendment or waiver by its terms will affect a series of Notes in a manner different and materially adverse relative to the manner such amendment or Table of Contents waiver affects other series of Notes, then the consent of the Holders of a majority in principal amount of the Notes of such adversely affected series then outstanding (including, in each case, consents obtained in connection with a tender offer or exchange offer or offer to purchase with respect to the Notes) shall be required. Section 2.12 2.08 hereof and Section 12.6 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.29.02. Upon the request of the CompanyIssuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 9.6 and 12.6 hereofSection 7.02 hereof (to the extent requested by the Trustee), the Trustee will shall join with the Company Issuer, the Co-Issuer and the Guarantors (solely with respect to the Guarantee to which it is a party) in the execution of such any amended or supplemental indenture unless such amended authorized or supplemental indenture affects permitted by the Trustee’s own rights, duties, liabilities or immunities under terms of this Indenture or otherwiseand to make any further appropriate agreements and stipulations that may be therein contained, in which case but the Trustee may in its discretionshall have the right, but will not be obligated to, enter into such amended or supplemental Indentureindenture that affects its own rights, duties or immunities under this Indenture or otherwise. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall deliver to the Holders affected thereby (with a copy to the Trustee) a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to deliver such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Without the consent of each affected Holder (including, for the avoidance of doubt, any Notes affectedheld by Affiliates), 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. Except as provided below in this Section 9.29.02, the Company, the Guarantors Company and the Trustee may amend, amend or supplement or otherwise modify this Indenture, the Notes of any Guarantee series and the Notes issued hereunder Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding and issued under this Indenture Notes of such series (including 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, or purchase of, the Notes) ), and, subject to Section 6.4 hereofSections 6.04 and 6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest, 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 and of any series or the Guarantees of such series may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding issued under this Indenture Notes of such series (including including, without limitation, the Additional Notes of such series, 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, or purchase of, the Notes). Section 2.12 hereof and Section 12.6 hereof 2.11 shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.29.02. Upon the request of the CompanyCompany accompanied by a Board Resolution authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes of such series as aforesaid, and upon receipt by the Trustee of the documents described in Sections 9.6 and 12.6 hereofSection 7.02, the Trustee will join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless indenture, except that the Trustee need not execute such amended or supplemental indenture if the Trustee reasonably believes that such amended or supplemental indenture adversely affects the Trustee’s own rights, duties, liabilities 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. Without the consent of each Holder of Notes affected, an amendment amendment, supplement or waiver may not, not (with respect to any Notes held by a non-consenting Holder:):

With Consent of Holders. Except as provided below in this Section 9.29.02, the Company, the Guarantors and the Trustee may amendamend or supplement this Indenture (including Sections 3.09, supplement or otherwise modify this Indenture, any Guarantee 4.10 and 4.15 hereof) and the Notes issued hereunder with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding and issued under this Indenture (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes) ), and, subject to Section 6.4 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 interestAdditional 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, Indenture or the Notes and the Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding issued under this Indenture Notes (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). Section 2.12 hereof and Section 12.6 2.10 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.29.02. Upon the request of the CompanyCompany accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 9.6 and 12.6 Section 7.02 hereof, the Trustee will shall join with the Company and the Guarantors in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture Indenture directly adversely affects the Trustee’s own rights, duties, liabilities 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. Without It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder of Notes affected, an amendment amendment, supplement 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. Except as provided below in this Section 9.2, the The Company, the Guarantors and the Trustee may amend, amend or supplement this Indenture or otherwise modify this Indenture, any Guarantee and the Notes issued hereunder or any amended or supplemental Indenture with the written consent of the Holders of Notes of not less than a majority in aggregate principal amount of the Notes then outstanding and issued under this Indenture (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to Section 6.4 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, if any, on for the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes and the Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding issued under this Indenture (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Section 2.12 hereof and Section 12.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the CompanyCompany and the Guarantors accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 9.6 and 12.6 hereofSection 9.06, the Trustee will shall join with the Company and the Guarantors in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture Indenture affects the Trustee’s 's own rights, duties, liabilities 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. Without It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Company shall mail to the Holders of Notes affected thereby a notice describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Subject to Sections 6.04 and 6.07, the Holders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a par- ticular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder of the Notes affectedaffected thereby, an amendment or waiver may not, directly or indirectly: (i) reduce the amount of Notes whose Holders must consent to an amendment; (ii) reduce the rate of or change or have the effect of changing the time for payment of premium, if any, and interest, including defaulted interest, on any Notes; (iii) reduce the principal of or change or have the effect of changing the fixed maturity of any Notes, or change the date on which any Notes may be subject to redemption or repurchase, or reduce the redemption or repurchase price therefor; (iv) make any Notes payable in money other than that stated in the Notes; (v) make any change in provisions of this Indenture protecting the right of each Holder to receive payment of premium, if any, principal of and interest on such Note on or after the due date thereof or to bring suit to enforce such payment, or permitting Holders of a majority in principal amount of the Notes to waive Defaults or Events of Default; (vi) after the Company's obligation to purchase Notes arises thereunder, amend, change or modify in any material respect the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control which has occurred or make and consummate a Net Proceeds Offer with respect to any Asset Sale that has been consummated or modify any of the provisions or definitions with respect thereto; (vii) modify or change any provision of this Indenture or the related definitions affecting the ranking of the Notes held by or any Guarantee in a non-consenting Holder:manner which adversely affects the Holders; or (viii) release any Guarantor from any of its obligations under its Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture.

With Consent of Holders. Except as provided below in this Section 9.213.02, the CompanyIssuer, the Guarantors and the Trustee Collateral Agent may amendamend or supplement this Note Purchase Agreement, supplement or otherwise modify this Indenture, any Guarantee the Notes and the Notes issued hereunder 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 and issued under this Indenture (outstanding, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) Notes and, subject to Section 6.4 11.04 and 11.06 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, if any, interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this IndentureNote Purchase Agreement, the Guarantees, the Notes and the Guarantees issued thereunder or any Collateral Document may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding issued under this Indenture Notes (including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, for the Notes). Section 2.12 2.08 hereof and Section 12.6 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.213.02. Upon the request of the Company, and upon the filing with the Trustee of evidence of It shall not be necessary for the consent of the Holders under this Section 13.02 to approve the particular form of Notes as aforesaidany proposed amendment or waiver, and upon receipt by but it shall be sufficient if such consent approves the Trustee substance thereof. After an amendment, supplement or waiver under this Section 13.02 becomes effective, the Issuer shall send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the documents described Issuer to send such notice, or any defect therein, shall not, however, in Sections 9.6 and 12.6 hereof, any way impair or affect the Trustee will join with the Company and the Guarantors in the execution validity of any such amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s own rights, duties, liabilities 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 Indenturewaiver. Without the consent of each affected Holder of Notes affectedNotes, an amendment or waiver under this Section 13.02 may not, with respect to any Notes held by a non-consenting Holder:

With Consent of Holders. Except as provided below set forth in this Section 9.2Sections 7.1 and 7.3, the Company, the Guarantors Company and the Trustee may amendchange, modify, amend or supplement or otherwise modify this Supplemental Indenture, the Base Indenture (as it relates to the Notes and any Guarantee other Securities issued thereunder) and the Notes issued hereunder and any past default or compliance with any provisions may be waived with the consent (including, for the avoidance of the Holders of a majority in aggregate principal amount of the Notes then outstanding and issued under this Indenture (including doubt, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notessuch Securities) and, subject to Section 6.4 hereof, any existing Default or Event of Default (other i) the Holders of not less than a Default majority in principal amount of all outstanding Securities issued under the Indenture voting as a single class or Event of Default in the payment (ii) if fewer than all of the principal ofseries of outstanding debt securities issued under the Indenture are affected by such change, premiummodification, if anyamendment, supplement or 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 Indenturewaiver, the Notes and Holders of not less than a majority in principal amount of the Guarantees may be waived with the outstanding Securities of all series so affected by such change, modification, amendment, supplement or waiver voting as a single class. The consent of the Holders of a majority in aggregate principal amount Notes is not necessary under the Indenture to approve the particular form of any proposed amendment, supplement or waiver. It is sufficient if such consent approves the substance of the proposed amendment or supplement. A consent to any amendment, supplement or waiver under the Indenture by any Holder of Notes then outstanding issued under this Indenture (including consents obtained given in connection with a purchase oftender of such Holder’s Notes will not be rendered invalid by such tender. After an amendment, supplement or tender offer or exchange offer for, Notes). Section 2.12 hereof and Section 12.6 hereof shall determine waiver under the Indenture for which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the Company, and upon the filing with the Trustee of evidence of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 9.6 and 12.6 hereofis required becomes effective, the Trustee will join with Company is required to mail (or to the Company and the Guarantors in the execution of such amended extent permitted or supplemental indenture unless such amended required by Applicable Procedures or supplemental indenture affects the Trustee’s own rights, duties, liabilities 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. Without the consent of each Holder of Notes affected, an amendment or waiver may not, regulations with respect to Global Notes, send electronically) to the Holders of Notes a notice briefly describing such amendment, supplement or waiver. However, the failure to give such notice to all the Holders of Notes, or any Notes held by a non-consenting Holder:defect in the notice will not impair or affect the validity of any amendment, supplement or waiver.

With Consent of Holders. Except as provided below in this Section 9.29.02, the Company, the Guarantors Company and the Trustee may amendamend or supplement this Indenture (including Section 3.09, supplement or otherwise modify this IndentureSection 4.12, any Guarantee Section 4.17, Section 4.19, Section 4.20, and Section 4.21) and the Notes issued hereunder and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding and issued under this Indenture Notes (including, without limitation, Additional Notes, if any) voting as a single class, or if such amendment or supplement applies to less than all series of Notes, all series affected by such amendment or supplement, of each series affected by such amendment or supplement (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes) ), and, subject to Sections 6.04 and Section 6.4 hereof6.07, any existing Unmatured Event of Default or Event of Default (other than a an Unmatured Event of Default or Event of Default in the payment of the principal of, premiumpremium or Additional Interest, if any, or interestinterest on, 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 and or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding issued under this Indenture Notes (including 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, or purchase of, the Notes). Section 2.12 hereof and Section 12.6 hereof 2.08 shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.29.02. Upon the request of the CompanyCompany accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 9.6 and 12.6 hereofSection 7.02, the Trustee will join with the 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, liabilities 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. Without It is not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and Section 6.07, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes or the Note Guarantees. However, without the consent of each Holder of each series of Notes affected, an amendment amendment, supplement 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. Except as provided below in Section 9.1 and Section 9.3, this Section 9.2, the Company, the Guarantors and the Trustee may amend, supplement or otherwise modify this Indenture, any Guarantee Indenture and the Notes 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 and issued under this Indenture affected by the supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a purchase of, or tender offer or exchange offer forfor Notes), Notes) and, subject to Section 6.4 hereofSections 6.8 and 6.12, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest, if any, 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 and the Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding issued under this Indenture Notes affected by such supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for Notes). Section 2.12 hereof and Section 12.6 hereof It shall determine which Notes are considered to not be “outstanding” necessary for the purposes consent of the Holders under this Section 9.29.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or waiver under this Section 9.2 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. Upon the request of the CompanyCompany accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 9.6 and 12.6 hereofSection 7.2, the Trustee will shall join with the Company and the Guarantors in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture Indenture affects the Trustee’s own rights, duties, liabilities 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. Without the consent of each Holder of Notes affected, an amendment or waiver may not, with respect to any Notes held by a non-consenting Holder:.

With Consent of Holders. Except as provided below in this Section 9.2All other amendments, the Company, the Guarantors and the Trustee may amend, supplement supplements or otherwise modify waivers of this Indenture, the Notes, the Guarantees or any Guarantee and the Notes issued hereunder Security Document may be made with the consent of the Holders of not less than a majority of the then outstanding principal amount of the then outstanding Notes, except that, without the consent of each Holder of the Notes affected thereby, no amendment, supplement or waiver may, directly or indirectly: (i) reduce the amount of Notes whose Holders must consent to any amendment; (ii) reduce the rate of or change or have the effect of changing the time for payment of interest, including defaulted interest, on any Notes; (iii) reduce the principal of or change the fixed maturity of any Notes, or change the date on which any Notes may be subject to redemption or repurchase, or reduce the redemption or repurchase price therefor; (iv) make any Notes payable in currency other than that stated in the Notes; (v) make any change in provisions of this Indenture protecting the right of each Holder of a Note to receive payment of principal of and interest on such Note on or after the due date thereof or to bring suit to enforce such payment or permitting Holders of a majority in aggregate principal amount of the Notes then outstanding Notes to waive Defaults or Events of Default; (vi) amend, change or modify in any material respect the obligation of the Issuers to make and issued under this Indenture (including consents obtained in connection with consummate a purchase of, or tender offer or exchange offer for, Notes) and, subject to Section 6.4 hereof, any existing Default or Event Change of Default (other than a Default or Event of Default Control Offer in the payment event of the principal of, premium, if any, a Change of Control 52 61 or interest, if any, on the Notes, except make and consummate a payment default resulting from an acceleration Net Proceeds Offer with respect to any Asset Sale that has been rescindedconsummated or modify any of the provisions or definitions with respect thereto; (vii) modify or compliance with change any provision of this Indenture, any Security Document or Section 1.01 affecting the Notes and the Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount ranking of the Notes then outstanding issued or any Guarantee in a manner which adversely affects the Holders; or (viii) release any Subsidiary Guarantor from any of its obligations under its Guarantee or this Indenture (including consents obtained otherwise than in connection accordance with a purchase of, or tender offer or exchange offer for, Notes). Section 2.12 hereof and Section 12.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes terms of this Section 9.2. Upon the request of the Company, and upon the filing with the Trustee of evidence of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 9.6 and 12.6 hereof, the Trustee will join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s own rights, duties, liabilities 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. Without the consent of each Holder of Notes affected, an amendment or waiver may not, with respect to any Notes held by a non-consenting Holder:.