Common use of With Consent of Holders Clause in Contracts

With Consent of Holders. Except as provided below in this Section 9.2, the Issuer, the Guarantors and the Trustee may amend or supplement this Indenture, any Guarantee and the Notes issued hereunder with the consent of the Holders of at least a majority in principal amount of the outstanding Notes issued under this Indenture, 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 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of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes and the Guarantees may be waived with the consent of the Holders of a majority in principal amount of the outstanding Notes issued under this Indenture (including consents obtained in connection with a purchase of or tender offer or exchange offer for Notes). Section 2.9 hereof and Section 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 Issuer, 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 Section 9.6 and 12.2 hereof, the Trustee will join with the Issuer and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s 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, supplement or waiver may not, with respect to any Notes issued thereunder and held by a nonconsenting Holder:

With Consent of Holders. Except as provided below in this Section 9.2, the Issuer, the Guarantors The Company and the Trustee may amend or supplement this Indenture, any Guarantee Indenture and the Notes issued hereunder Securities with the consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes issued under this IndentureOutstanding 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, Notes, for Securities) and, subject to Section 6.4 5.8 and 6.7 Section 5.13 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes and the Guarantees 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 Notes issued under this Indenture Outstanding Securities of such series voting as a separate class (including consents obtained in connection with a purchase of of, or tender offer or exchange offer for Notesfor, Securities). Section 2.9 hereof and Section 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 IssuerCompany 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 Securities as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.6 and 12.2 6.3 hereof, the Trustee will join with the Issuer and the Guarantors Company in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties, 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 be necessary for the consent of each Holder the Holders of Notes affectedSecurities under this Section 9.2 to approve the particular form of any proposed amendment or waiver, but it is sufficient if such consent approves the substance of the proposed amendment or waiver. After an amendment, supplement or waiver may under this Section 9.2 becomes effective, the Company will mail to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 and Section 5.13 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.2 may not (with respect to any Notes issued thereunder and Securities held by a nonconsenting non-consenting Holder:):

With Consent of Holders. Except as provided below in this Section 9.29.02, the Issuer, the Guarantors Company and the Trustee may amend or supplement this Indenture, any Guarantee the Notes, the Guarantees and the Notes issued hereunder Collateral Documents with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes issued under this Indenture(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 6.7 hereof6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, 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 Notes, the Guarantees or the Collateral Documents may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes issued under this Indenture (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 for, or purchase of, the Notes). Section 2.9 hereof and Section 12.4 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 IssuerCompany 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 Section 9.6 and 12.2 hereof7.02, the Trustee will join with the Issuer 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, supplement or waiver may not, not (with respect to any Notes issued thereunder and held by a nonconsenting non-consenting Holder:):

With Consent of Holders. Except as provided below in Section 9.1 and Section 9.3, this Section 9.2, the Issuer, the Guarantors and the Trustee may amend or supplement 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 principal amount of Notes then outstanding affected by the outstanding Notes issued under this Indenture, including, without limitation, 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), and, subject to Section 6.4 Sections 6.8 and 6.7 hereof6.12, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes and the Guarantees may be waived with the consent of the Holders of a majority in principal amount of the Notes then outstanding Notes 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 Notes). Section 2.9 hereof and Section 12.4 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 IssuerCompany accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.6 and 12.2 hereof7.2, the Trustee will shall join with the Issuer Company and the Subsidiary Guarantors in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture Indenture affects the Trustee’s own rights, duties, 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, supplement or waiver may not, with respect to any Notes issued thereunder and held by a nonconsenting Holder:Indenture.

With Consent of Holders. (a) Except as provided below in this Section 9.2, the IssuerIssuers, the Guarantors Guarantors, the Trustee and the Trustee Collateral Agent may amend amend, supplement or supplement this Indenture, any Guarantee and otherwise modify the Notes issued hereunder Documents with the consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes issued under this Indenturethen outstanding, including, without limitation, consents obtained before or after a Change of Control or in connection with a purchase of, or tender offer or exchange offer for, Notes, and, 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 (including Additional Amounts, if any) on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes and the Guarantees Documents may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the all then outstanding Notes issued under this Indenture (including consents obtained before or after a Change of Control or in connection with a purchase of or tender offer or exchange offer for Notes). Section 2.9 2.12 hereof and Section 12.4 13.5 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the IssuerIssuers, and upon the filing with the Trustee and Collateral Agent, as applicable, of evidence of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee and Collateral Agent of the documents described in Section Sections 9.6 and 12.2 13.3 hereof, the Trustee and Collateral Agent, if applicable, will join with the Issuer Issuers and the Guarantors Guarantors, if applicable, in the execution of such any amended or supplemental indenture or amendment or supplement to the Notes Documents unless such amended or supplemental indenture or amendment or supplement to the Notes Documents affects the Trustee’s or Collateral Agent’s own rights, duties, liabilities duties or immunities under this Indenture or otherwise, in which case the Trustee and Collateral Agent, if applicable, may in its their discretion, but will not be obligated to, enter into such amended or supplemental indenture. Without indenture or amendment or supplement to the consent of each Holder of Notes affected, an amendment, supplement or waiver may not, with respect to any Notes issued thereunder and held by a nonconsenting Holder:Documents.

With Consent of Holders. (a) Except as provided below in this Section 9.2, the IssuerIssuers, the Guarantors and the Trustee may amend or supplement 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 Notes and issued under this 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 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 then outstanding Notes issued under this Indenture (including consents obtained in connection with a purchase of or tender offer or exchange offer for Notes). Section 2.9 2.12 hereof and Section 12.4 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 IssuerIssuers, 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 Section Sections 9.6 and 12.2 12.4 hereof, the Trustee will join with the Issuer 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, supplement or waiver may not, with respect to any Notes issued thereunder and held by a nonconsenting Holder:Indenture.

With Consent of Holders. Except as provided below in this Section 9.2, the Issuer, the Guarantors Guarantors, the Trustee and the Trustee Paying Agent may amend amend, supplement or supplement otherwise modify this Indenture, any Guarantee 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 Notes and issued under this Indenture, including, without limitation, Indenture (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes, ) and, subject to Section 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 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 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 2.9 2.12 hereof and Section 12.4 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 Issuer, 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 Section Sections 9.6 and 12.2 12.6 hereof, the Trustee will join with the Issuer and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s 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, supplement amendment or waiver may not, with respect to any Notes issued thereunder and held by a nonconsenting non-consenting Holder:

With Consent of Holders. Except as provided below in this Section 9.2, the Issuer, the Guarantors 8.01 and the Trustee next succeeding paragraphs, this Indenture or the Securities may amend be amended or supplement this Indenture, any Guarantee and the Notes issued hereunder supplemented with the consent of the Holders of at least a majority in principal amount of the Securities then outstanding Notes issued under this Indenture, including, without limitation, (including consents obtained in connection with a purchase of, or tender offer or exchange offer forfor such Securities), Notes, and, subject to Section 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 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 principal amount of the then outstanding Notes issued under this Indenture Securities (including consents obtained in connection with a purchase of or tender offer or exchange offer for Notessuch Securities). Section 2.9 hereof and Section 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 IssuerCompany 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 Section 9.6 and 12.2 8.06 hereof, the Trustee will shall join with the Issuer and the Guarantors Company in the execution of such amended or supplemental indenture unless such amended 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 or 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 indenture 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 may waive compliance in a particular instance by the Company with any provision of this Indenture or the Securities. Without the consent of each Holder of Notes affected, however, an amendment, supplement amendment or waiver may not, not (with respect to any Notes issued thereunder and Security held by a nonconsenting non-consenting Holder:):

With Consent of Holders. Except as provided below in the next succeeding paragraphs, this Section 9.2, Indenture or the Issuer, the Guarantors and the Trustee Securities may amend be amended or supplement this Indenture, any Guarantee and the Notes issued hereunder supplemented with the consent of the Holders of at least a majority in principal amount of the Securities then outstanding Notes issued under this Indenture, including, without limitation, (including consents obtained in connection with a purchase of, or tender offer or exchange offer forfor such Securities), Notes, and, subject to Section 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 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 principal amount of the then outstanding Notes issued under this Indenture Securities (including consents obtained in connection with a purchase of or tender offer or exchange offer for Notessuch Securities). Section 2.9 hereof and Section 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 IssuerCompany 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 Section 9.6 and 12.2 8.06 hereof, the Trustee will shall join with the Issuer and the Guarantors Company in the execution of such amended or supplemental indenture unless such amended 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 or 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 indenture 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 may waive compliance in a particular instance by the Company with any provision of this Indenture or the Securities. Without the consent of each Holder of Notes affected, however, an amendment, supplement amendment or waiver may not, not (with respect to any Notes issued thereunder and Security held by a nonconsenting non-consenting Holder:):

With Consent of Holders. Except as provided below in Section 9.01 and this Section 9.29.02, the Issuer, the Guarantors and the Trustee may amend or supplement this Indenture, any Guarantee the Notes and the Notes issued hereunder Guarantees with the consent of the Holders of at least a majority in principal amount of all the outstanding Notes issued under this Indenturethen outstanding, including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes, Notes and, subject to Section 6.4 6.04 and 6.7 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees or the Notes and the Guarantees issued thereunder may be waived with the consent of the Holders of a majority in principal amount of all the Notes then outstanding Notes issued under this Indenture (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Section 2.9 2.08 hereof and Section 12.4 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 IssuerIssuer accompanied by a resolution of the Board of Directors of the Issuer 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 Section 9.6 and 12.2 hereof, the Trustee will shall join with the Issuer and the Guarantors in the execution of such amended or supplemental indenture indenture, unless such amended or supplemental indenture directly 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 shall not be obligated to, enter into such amended or supplemental indenture. Without It shall not be necessary for the consent of each Holder the Holders under this Section 9.02 to approve the particular form of Notes affectedany proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Without the consent of each affected Holder of Notes, an amendment or waiver under this Section 9.02 may not, with respect to any Notes issued thereunder and held by a nonconsenting non-consenting Holder:

With Consent of Holders. Except as provided below in this Section 9.2, the Issuer, the Guarantors Guarantors, the Trustee and the Trustee Secured Notes Collateral Agent may amend or supplement this Indenture, any Note Guarantee and the Notes issued hereunder with the consent of the Holders of at least a majority in principal amount of the outstanding Notes issued under this Indenture, 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 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 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 Note Guarantees may be waived with the consent of the Holders of a majority in principal amount of the outstanding Notes issued under this Indenture (including consents obtained in connection with a purchase of or tender offer or exchange offer for Notes). Section 2.9 hereof and Section 12.4 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 Issuer, 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 Section 9.6 and 12.2 13.2 hereof, the Trustee will join with the Issuer and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s 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, supplement or waiver may not, with respect to any Notes issued thereunder and held by a nonconsenting Holder:

With Consent of Holders. Except as provided below in this Section 9.2, the Issuer, the Guarantors Guarantors, the Trustee and the Trustee Collateral Agent may amend or supplement this Indenture, any Guarantee Guarantee, the Security Documents and the Notes issued hereunder with the consent of the Holders of at least a majority in principal amount of all the outstanding Notes issued under this Indenture, including, without limitation, consents obtained before or after a Change of Control or in connection with a purchase of, or tender offer or exchange offer for, Notes, and, subject to Section 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 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 principal amount of all the outstanding Notes issued under this Indenture (including consents obtained before or after a Change of Control or in connection with a purchase of or tender offer or exchange offer for Notes). Section 2.9 2.12 hereof and Section 12.4 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 Issuer, and upon the filing with delivery to the Trustee and the Collateral Agent, as applicable, of evidence of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee and/or the Collateral Agent of the documents described in Section 9.6 and 12.2 Section 13.2 hereof, the Trustee and/or the Collateral Agent will join with the Issuer and the Guarantors in the execution of such amended or supplemental indenture indenture, security documents or intercreditor agreements unless such amended or supplemental indenture affects indenture, security documents or intercreditor agreements affect the Trustee’s or the Collateral Agent’s own rights, duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee or the Collateral Agent, as applicable, may in its discretion, but will not be obligated to, enter into such amended or supplemental indenture, security documents or intercreditor agreements. Without the consent of each Holder of Notes affected, an amendment, supplement or waiver may not, with respect to any Notes issued thereunder and held by a nonconsenting Holder:

With Consent of Holders. Except as provided below in this Section 9.29.02, the Issuer, the Guarantors and the Trustee may amend or supplement this Indenture, Indenture and any Guarantee and or the Notes issued hereunder with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding Notes issued under this Indenture, including, without limitation, 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), and, subject to Section 6.4 and 6.7 6.04 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees or the Notes and the Guarantees may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes issued under this Indenture (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a purchase of of, or tender offer or exchange offer for for, the Notes). Section 2.9 2.08 hereof and Section 12.4 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 IssuerIssuer 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 Section 9.6 and 12.2 7.02 hereof, the Trustee will shall join with the Issuer and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties, 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 each Holder the Holders under this Section 9.02 to approve the particular form of Notes affectedany proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall 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, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Without the consent of each affected Holder of Notes, an amendment or waiver under this Section 9.02 may not, with respect to any Notes issued thereunder and held by a nonconsenting non-consenting Holder:

With Consent of Holders. Except as provided below in the next succeeding paragraphs, this Section 9.2, Indenture or the Issuer, the Guarantors and the Trustee Securities may amend be amended or supplement this Indenture, any Guarantee and the Notes issued hereunder supplemented with the consent of the Holders of at least a majority in principal amount aggregate Principal Amount of all the Securities then outstanding Notes issued under this Indenture, including, without limitation, consents obtained in connection with affected by such supplemental indenture (acting as a purchase of, or tender offer or exchange offer for, Notes, and, subject to Section 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 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 principal amount of the outstanding Notes issued under this Indenture (including consents obtained in connection with a purchase of or tender offer or exchange offer for Notessingle class). Section 2.9 hereof and Section 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 IssuerCompany 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 Section 9.6 and 12.2 9.04 hereof, the Trustee will shall join with the Issuer Company and the Guarantors Guarantors, if any, 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 or supplemental indenture. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. Subject to Sections 5.02(b), 5.04 and 5.07 hereof, the application of or compliance with, either generally or in a particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the outstanding Securities of that series. Without the consent of each Holder of Notes affectedaffected hereby, however, an amendment, supplement amendment or waiver may not, with respect to any Notes issued thereunder and held by a nonconsenting Holder:

With Consent of Holders. (a) Except as provided below in this Section SECTION 9.2, the IssuerCompany, the Guarantors Guarantors, the Trustee and the Trustee Collateral Agent, as applicable, may amend or supplement 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 Notes and issued under this 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 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 then outstanding Notes issued under this Indenture (including consents obtained in connection with a purchase of or tender offer or exchange offer for Notes). Section 2.9 hereof and Section 12.4 SECTION 2.12 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section SECTION 9.2. Upon the request of the IssuerCompany, and upon the filing with the Trustee and the Collateral Agent (if applicable) of evidence of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee and the Collateral Agent, as applicable, of the documents described in Section SECTIONS 9.6 and 12.2 13.4 hereof, the Trustee and the Collateral Agent, if applicable, will join with the Issuer Company and the Guarantors Guarantors, if applicable, in the execution of such amended or supplemental indenture or amendment or supplement to the other Note Documents unless such amended or supplemental indenture or amendment or supplement to the other Note Documents 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, if applicable, may in its their discretion, but will not be obligated to, enter into such amended or supplemental indenture. Without indenture or amendment or supplement to the consent of each Holder of Notes affected, an amendment, supplement or waiver may not, with respect to any Notes issued thereunder and held by a nonconsenting Holder:other Note Documents.

With Consent of Holders. (a) Except as provided below in this Section 9.2, the IssuerIssuers, the Guarantors Guarantors, the Trustee and the Trustee Collateral Agent may amend or supplement this Indenturethe Notes Documents, any Guarantee the Collateral Documents and the Notes issued hereunder Intercreditor Agreements with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes and issued under this 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 (including Additional Amounts, if any) on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenturethe Notes Documents, the Notes Collateral Documents and the Guarantees Intercreditor Agreements may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes issued under this Indenture (including consents obtained in connection with a purchase of or tender offer or exchange offer for Notes). Section 2.9 2.12 hereof and Section 12.4 13.5 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the IssuerIssuers, and upon the filing with the Trustee and Collateral Agent, as applicable, of evidence of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee and Collateral Agent of the documents described in Section Sections 9.6 and 12.2 13.4 hereof, the Trustee and Collateral Agent, if applicable, will join with the Issuer Issuers and the Guarantors Guarantors, if applicable, in the execution of such any amended or supplemental indenture or amendment or supplement to the Notes Documents, Intercreditor Agreements or any other Collateral Documents unless such amended or supplemental indenture or amendment or supplement to the Notes Documents, Intercreditor Agreements or any other Collateral Documents affects the Trustee’s or Collateral Agent’s own rights, duties, liabilities duties or immunities under this Indenture or otherwise, in which case the Trustee and Collateral Agent, if applicable, may in its their discretion, but will not be obligated to, enter into such amended or supplemental indenture. Without indenture or amendment or supplement to the consent of each Holder of Notes affectedDocuments, an amendment, supplement Intercreditor Agreements or waiver may not, with respect to any Notes issued thereunder and held by a nonconsenting Holder:other Collateral Documents.

With Consent of Holders. Except as provided below in Section 9.1 and Section 9.3, this Section 9.2, the Issuer, the Guarantors and the Trustee may amend or supplement 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 principal amount of Notes then outstanding affected by the outstanding Notes issued under this Indenture, including, without limitation, 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), and, subject to Section 6.4 Sections 6.8 and 6.7 hereof6.12, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes and the Guarantees may be waived with the consent of the Holders of a majority in principal amount of the Notes then outstanding Notes 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 Notes). Section 2.9 hereof and Section 12.4 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 deliver to the Holders affected thereby a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. Upon the request of the IssuerCompany accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.6 and 12.2 hereof7.2, the Trustee will shall join with the Issuer Company and the Subsidiary Guarantors in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture Indenture affects the Trustee’s own rights, duties, 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, supplement or waiver may not, with respect to any Notes issued thereunder and held by a nonconsenting Holder:Indenture.

With Consent of Holders. Except as provided below in this Section 9.2, the Issuer, the Guarantors and the Trustee may amend or supplement this Indenture, any Guarantee and the Notes issued hereunder with the consent of the Holders of at least a majority in principal amount of the outstanding Notes issued under this Indenture, 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 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 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 With the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes Securities issued under pursuant to this Indenture (including consents obtained in connection with any additional Securities issued pursuant to this Indenture after the Issue Date), voting as a purchase of single class, the Corporation and the Trustee may amend this Indenture or tender offer enter into one or exchange offer for Notes). Section 2.9 hereof and Section 12.4 hereof shall determine which Notes are considered more supplemental indentures to be “outstanding” this Indenture for the purposes purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Section 9.2. Upon Indenture or the request Securities or of modifying in any manner the rights of the IssuerHolders under this Indenture, including the definitions herein; provided that (i) if any such amendment or supplement would by its terms disproportionately and upon the filing with the Trustee adversely affect any Series of evidence of Securities under this Indenture, such amendment or supplement shall also require the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee a majority in aggregate principal amount of the documents described in Section 9.6 and 12.2 hereof, the Trustee will join with the Issuer and the Guarantors in the execution then outstanding Securities of such amended Series issued pursuant to this Indenture (including any additional Securities of such Series issued pursuant to this Indenture after the Issue Date) and (ii) if any such amendment or supplemental indenture unless supplement would only affect the Securities of some but not all Series, then only the consent of the Holders of a majority in aggregate principal amount of the then outstanding Securities of all such amended or supplemental indenture affects affected Series issued pursuant to this Indenture (including any additional Securities of any such Series issued pursuant to this Indenture after the Trustee’s own rights, duties, liabilities or immunities Issue Date) (and not the consent of a majority in aggregate principal amount of all the then outstanding Securities issued under this Indenture or otherwiseIndenture) shall be required; and provided, in which case further, that the Corporation and the Trustee may in its discretionnot, but will not be obligated to, enter into such amended or supplemental indenture. Without without the consent of each the Holder of Notes affected, an amendment, supplement or waiver may not, with respect to any Notes issued thereunder and held by each outstanding Security of a nonconsenting HolderSeries affected thereby:

With Consent of Holders. Except as provided below in this Section 9.2, the Issuer, the Guarantors Guarantors, if applicable, and the Trustee Trustees may amend amend, supplement or supplement otherwise modify this Indenture, any Guarantee 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 Notes and issued under this 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 interest, if any, and Additional 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 then outstanding Notes issued under this Indenture (including consents obtained in connection with a purchase of or tender offer or exchange offer for Notes). Section 2.9 2.10 hereof and Section 12.4 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 Issuer, and upon the filing with the Trustee Trustees of evidence of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee Trustees of the documents described in Section 9.6 Sections 9.5 and 12.2 12.6 hereof, the Trustee Trustees will join with the Issuer and the Guarantors Guarantors, if applicable, in the execution of such amended or supplemental indenture unless such amended or supplemental indenture affects the TrusteeTrustees’ or Agent’s own rights, duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee Trustees may in its their 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, supplement or waiver may not, with respect to any Notes issued thereunder and held by a nonconsenting Holder:

With Consent of Holders. Except as provided below in this Section 9.29.02, the Issuer, the Guarantors Guarantor (solely with respect to the Guarantee) and the Trustee may amend or supplement this Indenture, any Guarantee the Notes and the Notes issued hereunder Guarantee with the consent of the Holders of at least a majority in principal amount of the such Notes (including Additional Notes, if any) then outstanding Notes issued under this Indenture, including, without limitation, voting as a single class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, such Notes), and, subject to Section 6.4 Sections 6.04 and 6.7 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantee or the Notes and the Guarantees may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes issued under this Indenture (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). Section 2.9 2.08 hereof and Section 12.4 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 IssuerIssuer 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 Section 9.6 and 12.2 hereof7.02 hereof (to the extent requested by the Trustee), the Trustee will shall join with the Issuer and the Guarantors Guarantor (solely with respect to the Guarantee) 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 Issuer 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 Issuer 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, supplement amendment or waiver under this Section 9.02 may not, with respect to any Notes issued thereunder and held by a nonconsenting non-consenting Holder:

With Consent of Holders. Except as provided below in this Section 9.29.02, the Issuer, the Guarantors Issuer and the Trustee may amend or supplement this IndentureIndenture (including, any Guarantee without limitation, Section 4.07 hereof), the Subsidiary Guarantees and the Notes issued hereunder with the consent of the Holders of at least a majority in principal amount of the Notes (including, without limitation, Additional Notes, if any) then outstanding Notes issued under this Indenture, 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 6.7 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the 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 then outstanding Notes 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 for, or purchase of, the Notes). Section 2.9 hereof and Section 12.4 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 Issuer, and upon the filing with the Trustee of evidence of It is not be necessary for the consent of the Holders of Notes as aforesaidunder this Section 9.02 to approve the particular form of any proposed amendment or waiver, and upon receipt by but it is sufficient if such consent approves the Trustee substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the documents described Issuer to mail such notice, or any defect therein, shall not, however, in Section 9.6 and 12.2 hereof, any way impair or affect the Trustee will join with the Issuer and the Guarantors in the execution validity of any such amended or supplemental indenture unless such amended Indenture or supplemental indenture affects waiver. Subject to Sections 6.04 and 6.07 hereof, the Trustee’s own rights, duties, liabilities or immunities under Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Issuer with any provision of this Indenture or otherwisethe Notes. However, 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, supplement or waiver under this Section 9.02 may not, not (with respect to any Notes issued thereunder and held by a nonconsenting non-consenting Holder:):

With Consent of Holders. Except as provided below in this Section 9.2, the Issuer, the Guarantors The Company and the Trustee may amend or supplement this Indenture, any Guarantee the Securities Guarantees and the Notes issued hereunder Securities with the consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes issued under this IndentureOutstanding 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, Notes, Securities) and, subject to Section 6.4 5.8 and 6.7 Section 5.13 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes and Securities Guarantees or the Guarantees 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 Notes issued under this Indenture Outstanding Securities of such series voting as a separate class (including consents obtained in connection with a purchase of of, or tender offer or exchange offer for Notesfor, Securities). Section 2.9 hereof and Section 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 IssuerCompany accompanied by a Board Resolution authorizing the execution of any such amendment or supplemental indenture, 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 Section 9.6 and 12.2 6.3 hereof, the Trustee will join with the Issuer Company and the Guarantors in the execution of such amended amendment or supplemental indenture unless such amended amendment 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 amendment or supplemental indentureIndenture. Without It is not necessary for the consent of the Holders of Securities under this Section 9.2 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance of the proposed amendment, supplement or waiver. After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company will mail to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amendment, supplemental indenture or waiver. Subject to Section 5.8 and Section 5.13 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture, the Securities or the Securities Guarantees may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series voting as a separate class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities). However, without the consent of each Holder of Notes affected, an amendment, supplement or waiver under this Section 9.2 may not, not (with respect to any Notes issued thereunder and Securities held by a nonconsenting non-consenting Holder:):

With Consent of Holders. Except as provided below in this Section 9.210.02, the Issuer, the Guarantors and the Trustee Indenture Documents may amend be amended or supplement 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 Notes issued under this Indenture, including, without limitation, (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and, subject to Section 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 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 Indenture Documents may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes issued (including consents obtained in connection with purchase of, or tender offer or exchange offer for, the Notes), in each case without notice to any other Holder, but subject to Section 5.20. 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 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, 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 Company and the Company’s Subsidiaries with any provision of any Indenture Document. However, without the consent (including consents obtained in connection with a purchase of of, or tender offer or exchange offer for for, Notes). Section 2.9 hereof and Section 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 Issuer, 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 Section 9.6 and 12.2 hereof, the Trustee will join with the Issuer and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s 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, supplement or waiver may not, not (with respect to any Notes issued thereunder and held by a nonconsenting non-consenting Holder:):

With Consent of Holders. Except as provided below in Section 9.1 and Section 9.3, this Section 9.2, the Issuer, the Guarantors and the Trustee may amend or supplement 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 principal amount of Notes then outstanding affected by the outstanding Notes issued under this Indenture, including, without limitation, 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), and, subject to Section 6.4 Sections 6.8 and 6.7 hereof6.12, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes and the Guarantees may be waived with the consent of the Holders of a majority in principal amount of the Notes then outstanding Notes 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 Notes). Section 2.9 hereof and Section 12.4 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 IssuerCompany accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.6 and 12.2 hereof7.2, the Trustee will shall join with the Issuer 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, supplement or waiver may not, with respect to any Notes issued thereunder and held by a nonconsenting Holder:Indenture.

With Consent of Holders. Except as provided below in this Section 9.29.02, the Issuer, the Guarantors Company and the Trustee may amend or supplement this Indenture, any Guarantee Indenture and the Notes issued hereunder with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes issued under this Indenture(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 6.7 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on 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 issued under this Indenture (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 for, or purchase of, the Notes). Section 2.9 hereof and Section 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 IssuerCompany 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 Section 9.6 Sections 7.02 and 12.2 9.05 hereof, the Trustee will join with the Issuer and the Guarantors Company in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties, 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 or the Notes. However, without the consent of each Holder of Notes affected, an amendment, supplement or waiver under this Section 9.02 may not, not (with respect to any Notes issued thereunder and held by a nonconsenting non-consenting Holder:):

With Consent of Holders. Except as provided below in this Section 9.29.02, the Issuer, the Guarantors Company and the Trustee may amend or supplement this IndentureIndenture (including, any Guarantee without limitation, Section 4.10 and 4.15 hereof) 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 then outstanding Notes issued under this Indenture(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 6.7 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 interest on 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 at least a majority in aggregate principal amount of the then outstanding Notes issued under this Indenture (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 for, or purchase of, the Notes). Section 2.9 hereof and Section 12.4 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 IssuerCompany 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 Section 9.6 and 12.2 7.02 hereof, the Trustee will join with the Issuer Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental 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 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, 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, supplement or waiver under this Section 9.02 may not, not (with respect to any Notes issued thereunder and held by a nonconsenting non-consenting Holder:):

With Consent of Holders. Except as provided below in this Section 9.2, the IssuerCompany, the Guarantors and the Trustee may amend amend, supplement or supplement otherwise modify this Indenture, any Guarantee 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 Notes and issued under this 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 interest, if any, and Additional 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 then outstanding Notes issued under this Indenture (including consents obtained in connection with a purchase of or tender offer or exchange offer for Notes). Section 2.9 2.12 hereof and Section 12.4 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 IssuerCompany 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 Section Sections 9.6 and 12.2 12.6 hereof, the Trustee will join with the Issuer Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s or Agent’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, supplement or waiver may not, with respect to any Notes issued thereunder and held by a nonconsenting Holder:

With Consent of Holders. Except as provided below in this Section 9.2, the Issuer, the Guarantors 9.01 and the Trustee next succeeding paragraphs, this Indenture or the Securities may amend be amended or supplement this Indenture, any Guarantee and the Notes issued hereunder supplemented with the consent of the Holders of at least a majority in principal amount of the Securities then outstanding Notes issued under this Indenture, including, without limitation, (including consents obtained in connection with a purchase of, or tender offer or exchange offer forfor such Securities), Notes, and, subject to Section 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 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 principal amount of the then outstanding Notes issued under this Indenture Securities (including consents obtained in connection with a purchase of or tender offer or exchange offer for Notessuch Securities). Section 2.9 hereof and Section 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 IssuerCompany 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 Section 9.6 and 12.2 9.06 hereof, the Trustee will shall join with the Issuer and the Guarantors Company in the execution of such amended or supplemental indenture unless such amended 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 or supplemental indenture. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Securities then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Securities. Without the consent of each Holder of Notes affected, however, an amendment, supplement amendment or waiver may not, not (with respect to any Notes issued thereunder and Security held by a nonconsenting non-consenting Holder:):

With Consent of Holders. Except as provided below in this Subject to Section 9.2608, the IssuerCompany, the Guarantors Trustee and the Trustee (if applicable) any Subsidiary Guarantor may amend or supplement this Indenture, any Guarantee and Indenture or the Notes issued hereunder with the written consent of the Holders of at least not less than a majority in aggregate principal amount of the outstanding Outstanding Notes issued under this Indenture, including, without limitation, (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for Notes, and, subject ) and the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes by written notice to Section 6.4 and 6.7 hereof, the Trustee (including consents obtained in connection with a tender offer or exchange offer for Notes) may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance by the Company or any Subsidiary Guarantor with any provision of this Indenture, the Notes and the Guarantees may be waived with or any Subsidiary Guarantee; 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 principal amount of the Notes of such series then outstanding Notes issued under this Indenture (including including, in each case, consents obtained in connection with a purchase of or tender offer or exchange offer for Notes). Section 2.9 hereof ) shall be required, (y) if any such amendment or waiver by its terms will affect a series of Notes in a manner different and Section 12.4 hereof shall determine which Notes are considered materially adverse relative to be “outstanding” for the purposes manner such amendment or waiver affects other series of this Section 9.2. Upon the request of the IssuerNotes, and upon the filing with the Trustee of evidence of then the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee a majority in principal amount of the documents described in Section 9.6 and 12.2 hereof, the Trustee will join with the Issuer and the Guarantors in the execution Notes of such amended series then outstanding (including, in each case, consents obtained in connection with a tender offer or supplemental indenture unless such amended exchange offer for Notes) shall be required and (z) any amendment or supplemental indenture affects the Trustee’s own rights, duties, liabilities waiver to or immunities under of Section 409(c) of this Indenture shall only require the consent of the Holders of a majority in principal amount of the Notes then outstanding that are Initial Notes or otherwiseExchange Notes issued in exchange therefor, or Additional Notes issued pursuant to a Notes Supplemental Indenture that specifies that Section 409(c) shall apply to such Notes without any modification, or Exchange Notes issued in which case exchange for such Additional Notes. Notwithstanding the Trustee may in its discretionprovisions of this Section 902, but will not be obligated to, enter into such amended or supplemental indenture. Without without the consent of each Holder of Notes affected, an amendmentamendment or waiver, supplement or including a waiver pursuant to Section 613, may not, with respect to any Notes issued thereunder and held by a nonconsenting Holder:

With Consent of Holders. Except as provided below in this Section 9.29.02, the IssuerIssuers, the Guarantors Guarantors, the Trustee and the Trustee Collateral Agent may amend or supplement this IndentureIndenture (including without limitation, any Guarantee Section 4.09 and Section 4.13 hereof), 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 then outstanding Notes issued under this Indenture(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 6.7 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 interest on on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes 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 then outstanding Notes issued under this Indenture (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 for, or purchase of, the Notes). Section 2.9 hereof and Section 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 IssuerIssuers accompanied by a Board Resolution authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee and the Collateral Agent of evidence satisfactory to the Trustee and the Collateral Agent of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee and the Collateral Agent of the documents described in Section 9.6 Sections 7.02, 9.05 and 12.2 13.03 hereof, the Trustee will and the Collateral Agent shall join with the Issuer Issuers 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 and the Collateral Agent’s own rights, duties, liabilities duties or immunities under this Indenture or otherwise, in which case the Trustee or Collateral Agent, as applicable, may in its discretion, but will not be obligated to, enter into such amended or supplemental indenture, 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 Issuers shall deliver to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers 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, supplement or waiver under this Section 9.02 may not, not (with respect to any Notes issued thereunder and held by a nonconsenting non-consenting Holder:):

With Consent of Holders. Except as provided below in Section 9.01 and this Section 9.29.02, the IssuerIssuers, the Guarantors and the Trustee may amend or supplement this Indenture, any Guarantee the Notes and the Notes issued hereunder Guarantees with the consent of the Holders of at least a majority in principal amount of all the outstanding Notes issued under this Indenturethen outstanding, including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes, Notes and, subject to Section 6.4 6.04 and 6.7 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees or the Notes and the Guarantees issued thereunder may be waived with the consent of the Holders of a majority in principal amount of all the Notes then outstanding Notes issued under this Indenture (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Section 2.9 2.08 hereof and Section 12.4 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 IssuerIssuers accompanied by a resolution of the Board of Directors of each Issuer 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 Section 9.6 and 12.2 hereof, the Trustee will shall join with the Issuer Issuers and the Guarantors in the execution of such amended or supplemental indenture indenture, unless such amended or supplemental indenture directly 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 shall not be obligated to, enter into such amended or supplemental indenture. Without It shall not be necessary for the consent of each Holder the Holders under this Section 9.02 to approve the particular form of Notes affectedany proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Without the consent of each affected Holder of Notes, an amendment or waiver under this Section 9.02 may not, with respect to any Notes issued thereunder and held by a nonconsenting non-consenting Holder:

With Consent of Holders. Except as provided below in this Section 9.2, the Issuer, the Guarantors The Company and the Trustee may amend or supplement this Indenture, any Guarantee the Securities Guarantees and the Notes issued hereunder Securities with the consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes issued under this IndentureOutstanding 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, Notes, for Securities) and, subject to Section 6.4 5.8 and 6.7 Section 5.13 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes and Securities Guarantees or the Guarantees 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 Notes issued under this Indenture Outstanding Securities of such series voting as a separate class (including consents obtained in connection with a purchase of of, or tender offer or exchange offer for Notesfor, Securities). Section 2.9 hereof and Section 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 IssuerCompany 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 Securities as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.6 and 12.2 6.3 hereof, the Trustee will join with the Issuer 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 indentureIndenture. Without It is not necessary for the consent of the Holders of Securities under this Section 9.2 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance of the proposed amendment, supplement or waiver. After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company will mail to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 5.8 and Section 5.13 hereof, the application of or compliance with, either generally or in any particular instance, of any provision of this Indenture, the Securities or the Securities Guarantees may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series. However, without the consent of each Holder of Notes affected, an amendment, supplement or waiver under this Section 9.2 may not, not (with respect to any Notes issued thereunder and Securities held by a nonconsenting non-consenting Holder:):

With Consent of Holders. Except as provided below in this Section 9.29.02, the IssuerCompany, the Guarantors and the Trustee may amend or supplement this Indenture, any Guarantee the Indenture and the Notes issued hereunder with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes issued under this Indenture, including, without limitation, (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 6.7 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the 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 issued under this Indenture (including consents obtained in connection with a purchase of of, or tender offer or exchange offer for for, the Notes). Section 2.9 hereof Sections 2.09 and Section 12.4 2.10 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.29.02. Upon the written request of the IssuerCompany, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.6 and 12.2 9.06 hereof, the Trustee will shall join with the Issuer Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended 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 or supplemental indenture. Without Neither the Company nor any of its Subsidiaries shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder of any Notes for or as an inducement to any consent, waiver or amendment of any terms or provisions of the Indenture or the Notes, unless such consideration is offered to be paid or agreed to be paid to all Holders of the Notes which so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement. It shall not be necessary for consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver. It is sufficient if such consent approves the substance of the proposed amendment, supplement or waiver. A consent to any amendment or waiver under the Indenture by any Holder given in connection with a purchase, tender or exchange of such Holder's Notes will not be rendered invalid by such purchase, tender or exchange. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall send to the Holders affected thereby a written 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 amendment, supplement or waiver. The right of any Holder to participate in any consent required or sought pursuant to any provision of the Indenture (and the obligation of the Company or any Guarantor to obtain any such consent otherwise required from such Holder) may be subject to the requirement that such Holder shall have been the Holder of record of the Notes as of a date identified by the Company or such Guarantor in a notice furnished to the Holders in accordance with the terms of the Indenture. However, without the consent of each Holder of Notes affected, an amendment, supplement or waiver under this Section 9.02 may not, not (with respect to any Notes issued thereunder and held by a nonconsenting non-consenting Holder:):

With Consent of Holders. Except as provided below in Section 9.01 and this Section 9.29.02, the Issuer, the Guarantors and the Trustee may amend or supplement this Indenture, any Guarantee the Notes and the Notes issued hereunder Guarantees with the consent of the Holders of at least a majority in principal amount of the outstanding Notes issued under this Indenturethen outstanding, including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes, Notes and, subject to Section 6.4 6.04 and 6.7 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees or the Notes and the Guarantees issued thereunder may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes issued under this Indenture (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Section 2.9 2.08 hereof and Section 12.4 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 IssuerIssuer 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 Section 9.6 and 12.2 hereof, the Trustee will shall join with the Issuer and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties, 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 each Holder the Holders under this Section 9.02 to approve the particular form of Notes affectedany proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall 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, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Without the consent of each affected Holder of Notes, an amendment or waiver under this Section 9.02 may not, with respect to any Notes issued thereunder and held by a nonconsenting non-consenting Holder:

With Consent of Holders. Except as provided below in this Section 9.29.02, the IssuerCompany, the Guarantors Trustee and the Trustee Collateral Trustee, as applicable, may amend or supplement this Indenture, any Guarantee the Notes, and the Notes issued hereunder other Note Documents with the consent of the Holders of at least a majority 66.67% in aggregate principal amount of the outstanding Notes issued under this Indenture, 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 6.04 and 6.7 Section 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes and the Guarantees may be waived with the consent of the Holders of at least 66.67% in aggregate principal amount of the outstanding Notes. For the avoidance of doubt, any existing Default or Event of Default may, by notice to the Trustee, be waived by the Holders of a majority in aggregate principal amount of the outstanding Notes issued under this Indenture (including consents obtained in connection accordance with a purchase of or tender offer or exchange offer for Notes). Section 2.9 hereof and Section 12.4 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.26.04 hereof. Upon the request of the IssuerCompany accompanied by a resolution of the Board of Directors of the Company authorizing the execution of any such amended or supplemental indenture or amendment or supplement to any Note Document, and upon the filing with the Trustee and Collateral Trustee, if applicable, of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee and Collateral Trustee, if applicable, of the documents described in Section 9.6 and 12.2 9.05 hereof, the Trustee will and Collateral Trustee, if applicable, shall join with the Issuer and the Guarantors Company in the execution of such amended or supplemental indenture or amendment or supplement to any Note Document unless such amended or supplemental indenture or amendment or supplement to such Note Document affects the Trustee’s or Collateral Trustee’s own rights, duties, liabilities duties or immunities under this Indenture or otherwise, in which case each of the Trustee and Collateral Agent may in its discretion, but will shall not be obligated to, enter into such amended or supplemental indentureindenture or amendment or supplement to such Note Document. 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 9.02 becomes effective, the Company shall send to the Holders affected thereby (with a copy to the Trustee) 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 Section 6.04 and Section 6.07 hereof, the Holders of at least 66.67% in aggregate principal amount of the outstanding Notes may waive future compliance in a particular instance by the Company with any provision of this Indenture or the Notes. Notwithstanding other provisions of this Section 9.02, unless consented to by the Holders of at least 85.00% of the aggregate principal amount of the then outstanding Notes, an amendment, supplement or waiver under this Section 9.02 may not (i) release the Liens for the benefit of the Holders of the Notes on all or substantially all of the Collateral, (ii) alter or waive the provisions with respect to the redemption of the Notes described under Section 4.10 or Section 4.14 or (iii) modify or change any provisions of this Indenture affecting the ranking of the Notes in a manner materially adverse to the Holders of the Notes. Notwithstanding other provisions of this Section 9.02, without the consent of each Holder of Notes affected, an amendment, supplement or waiver may not, not (with respect to any Notes issued thereunder and held by a nonconsenting non-consenting Holder:):

With Consent of Holders. Except as provided below in this Section 9.29.1 and Section 9.3 of the Indenture, the Issuer, the Guarantors and the Trustee may amend Indenture or supplement 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 principal amount of the Notes then outstanding Notes issued under this Indenture, including, without limitation, (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for Notes), and, subject to Section 6.4 Sections 6.8 and 6.7 hereof, 6.12 of the Indenture) any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Indenture or the Notes and the Guarantees may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes issued under this Indenture (including consents obtained in connection with a purchase of or tender offer or exchange offer for Notes). Section 2.9 hereof and Section 12.4 hereof It shall determine which Notes are considered to not be “outstanding” necessary for the purposes consent of the Holders of Notes 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. Upon the request of the IssuerCompany accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.6 and 12.2 7.2 hereof, the Trustee will shall join with the Issuer 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 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, supplement or waiver may not, with respect to any Notes issued thereunder and held by a nonconsenting Holder:Indenture.

With Consent of Holders. (a) Except as provided below in this Section 9.29.02, the Issuer, the Guarantors Issuer and the Trustee may amend or supplement this Indenture, any Guarantee and the Notes issued hereunder or this Indenture with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes and issued under this Indenture, including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, such Notes, and, subject to Section 6.4 6.04 and 6.7 Section 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes and the Guarantees or this Indenture may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes issued under this Indenture (including Indenture, including, without limitation, consents obtained in connection with a purchase of of, or tender offer or exchange offer for for, Notes). Section 2.9 2.08 hereof and Section 12.4 12.05 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.29.02. Upon the request of the Issuer, 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 Section 9.6 Sections 9.05 and 12.2 12.04 hereof, the Trustee will join with the Issuer and the Guarantors in the execution of such any amended or supplemental indenture or amendment or supplement to the Notes or this Indenture unless such amended or supplemental indenture or amendment or supplement to the Notes or this 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 indenture or amendment or supplement to the consent of each Holder of Notes affected, an amendment, supplement or waiver may not, with respect to any Notes issued thereunder and held by a nonconsenting Holder:this Indenture.

With Consent of Holders. Except as provided below in this Section 9.2, the Issuer, the Guarantors and the Trustee may amend amend, supplement or supplement otherwise modify this Indenture, any Guarantee 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 Notes and issued under this 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 interest, if any, and Additional 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 then outstanding Notes issued under this Indenture (including consents obtained in connection with a purchase of or tender offer or exchange offer for Notes). Section 2.9 hereof and Section 12.4 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 IssuerIssuer 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 Section 9.6 Sections 9.5 and 12.2 12.6 hereof, the Trustee will join with the Issuer and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s or Agent’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, supplement or waiver may not, with respect to any Notes issued thereunder and held by a nonconsenting Holder:

With Consent of Holders. Except as provided below in this Section 9.2, the Issuer, the Guarantors The Company and the Trustee may amend or supplement this Indenture, any Guarantee the Securities Guarantees and the Notes issued hereunder Securities with the consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes issued under this IndentureOutstanding 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, Notes, Securities) and, subject to Section 6.4 5.8 and 6.7 Section 5.13 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes and Securities Guarantees or the Guarantees 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 Notes issued under this Indenture Outstanding Securities of such series voting as a separate class (including consents obtained in connection with a purchase of of, or tender offer or exchange offer for Notesfor, Securities). Section 2.9 hereof and Section 12.4 hereof shall determine which Notes are considered to be “outstanding” It is not necessary for the purposes of this Section 9.2. Upon the request of the Issuer, and upon the filing with the Trustee of evidence of the consent of the Holders of Notes as aforesaidSecurities under this Section 9.2 to approve the particular form of any proposed amendment, and upon receipt by supplement or waiver, but it is sufficient if such consent approves the Trustee substance of the documents described in proposed amendment, supplement or waiver. After an amendment, supplement or waiver under this Section 9.6 and 12.2 hereof9.2 becomes effective, the Trustee Company will join with mail to the Issuer and Holders of Securities affected thereby a notice briefly describing the Guarantors 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 execution validity of any such amended or amendment, 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, supplement or waiver under this Section 9.2 may not, not (with respect to any Notes issued thereunder and Securities held by a nonconsenting non-consenting Holder:):

With Consent of Holders. Except as otherwise provided below in this Section 9.2herein, the Issuer, the Guarantors Company and the Trustee may amend or supplement this Indenture, any Guarantee and Indenture or the Notes issued hereunder with the written consent of the Holders of at least a majority in principal amount of the then outstanding Notes issued under this Indenture, 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 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 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 principal amount of the outstanding Notes issued under this Indenture (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Section 2.9 hereof and Section 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 IssuerCompany, 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 Section 9.6 and 12.2 hereof, the Trustee will shall join with the Issuer and the Guarantors Company 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 or supplemental indenture. Without It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed supplemental indenture or amendment, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or amendment under this Section becomes effective, the Company shall mail to the Holders of each Note affected thereby a notice briefly describing the amendment or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture, amendment or waiver. Subject to Sections 6.8, 6.12, 7.2 and 7.7 hereof, the Holders of a majority in principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder of Notes affected, an amendment, supplement amendment or waiver under this Section may not, not (with respect to any Notes issued thereunder and held by a nonconsenting Holder:non-consenting Holder of Notes):

With Consent of Holders. Except as provided below in this Section 9.2Subject to Sections 6.4 and 6.7 hereof, the Issuer, the Guarantors Company and the Trustee Trustee, as applicable, may amend amend, or supplement waive any provision of, this IndentureIndenture or the Notes, any Guarantee and the Notes issued hereunder with the written consent of the Holders of at least a majority in of the principal amount of the then outstanding Notes issued under this Indenture, 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 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 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 principal amount of the outstanding Notes issued under this Indenture (including consents obtained in connection with a purchase of or tender offer or exchange offer for Notes). Section 2.9 hereof and Section 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 IssuerCompany, 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 Section 9.6 and 12.2 hereof, the Trustee will shall join with the Issuer and the Guarantors Company 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 or supplemental indenture. Without It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed supplemental indenture or amendment, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or amendment under this Section becomes effective, the Company shall mail to the Holders of each Note affected thereby a notice briefly describing the amendment or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture, amendment or waiver. Notwithstanding any other provision hereof, without the consent of each Holder of Notes affected, an amendment, supplement amendment or waiver under this Section may not, not (with respect to any Notes issued thereunder and held by a nonconsenting Holder:):

With Consent of Holders. Except as provided below in Section 9.01 and this Section 9.29.02, the IssuerIssuers, the Guarantors and the Trustee may amend or supplement this Indenture, any Guarantee the Notes and the Notes issued hereunder Guarantees with the consent of the Holders of at least a majority in principal amount of all the outstanding Notes issued under this Indenturethen outstanding, including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes, Notes and, subject to Section 6.4 6.04 and 6.7 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees or the Notes and the Guarantees issued thereunder may be waived with the consent of the Holders of a majority in principal amount of all the Notes then outstanding Notes issued under this Indenture (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Section 2.9 2.08 hereof and Section 12.4 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 IssuerIssuers accompanied by a resolution of the Board of Directors of each Issuer authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.6 and 12.2 hereof, the Trustee will shall join with the Issuer Issuers and the Guarantors in the execution of such amended or supplemental indenture 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 indenture. Without It shall not be necessary for the consent of each Holder the Holders under this Section 9.02 to approve the particular form of Notes affectedany proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Without the consent of each affected Holder of Notes, an amendment or waiver under this Section 9.02 may not, with respect to any Notes issued thereunder and held by a nonconsenting non-consenting Holder:

With Consent of Holders. Except as provided below in this Section 9.2, the IssuerCompany, the Guarantors and the Trustee Trustee, if applicable, may amend or supplement 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 Notes and issued under this 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 hereof6.7, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, 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 issued under this Indenture (including consents obtained in connection with a purchase of or tender offer or exchange offer for Notes). Section 2.9 hereof 2.12 and Section 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 IssuerCompany 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 Section Sections 9.6 and 12.2 hereof12.2, the Trustee will join with the Issuer 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, supplement or waiver may not, with respect to any Notes issued thereunder and held by a nonconsenting Holder:

With Consent of Holders. Except as provided below in Section 9.1 and Section 9.3, this Section 9.2, the Issuer, the Guarantors and the Trustee may amend or supplement 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 principal amount of Notes then outstanding affected by the outstanding Notes issued under this Indenture, including, without limitation, 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), and, subject to Section 6.4 Sections 6.8 and 6.7 hereof6.12, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes and the Guarantees may be waived with the consent of the Holders of a majority in principal amount of the Notes then outstanding Notes 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 Notes). Section 2.9 hereof and Section 12.4 hereof 91 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 deliver to the Holders affected thereby a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. Upon the request of the IssuerCompany accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.6 and 12.2 hereof7.2, the Trustee will shall join with the Issuer Company and the Subsidiary Guarantors in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture Indenture affects the Trustee’s own rights, duties, 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, supplement or waiver may not, with respect to any Notes issued thereunder and held by a nonconsenting Holder:Indenture.

With Consent of Holders. Except as provided below in this Section 9.2, the Issuer, the Guarantors and the Trustee may amend or supplement this Indenture, any Guarantee and the Notes issued hereunder with the consent of the Holders of at least a majority in principal amount of all the outstanding Notes issued under this Indenture, including, without limitation, consents obtained before or after a Change of Control or in connection with a purchase of, or tender offer or exchange offer for, Notes, and, subject to Section 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 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 principal amount of all the outstanding Notes issued under this Indenture (including consents obtained before or after a Change of Control or in connection with a purchase of or tender offer or exchange offer for Notes). Section 2.9 2.12 hereof and Section 12.4 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 Issuer, 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 Section 9.6 and 12.2 13.2 hereof, the Trustee will join with the Issuer and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s 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, supplement or waiver may not, with respect to any Notes issued thereunder and held by a nonconsenting Holder:

With Consent of Holders. Except as provided below in this Section 9.2, the IssuerIssuers, the Guarantors and the Trustee may amend or supplement 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 Notes and issued under this Indenture, other than Notes beneficially owned by the Issuers or their Affiliates, 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 an Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes and the Guarantees Note Documents may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes issued under this Indenture (including consents obtained in connection with a purchase of or tender offer or exchange offer for Notes). Section 2.9 2.12 hereof and Section 12.4 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 IssuerIssuers accompanied by a resolution of their Boards of Directors authorizing the execution of any such amended or supplemental indenture or other Note Document, 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 Section Sections 9.6 and 12.2 13.4 hereof, the Trustee will join with the Issuer Issuers and the Guarantors in the execution of such amended or supplemental indenture or other Note Document unless such amended or supplemental indenture or other Note Document affects the Trustee’s own rights, duties, liabilities duties or immunities under this Indenture or any other Note Document 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 Note Document. Without the consent of each Holder of Notes affected, an amendment, supplement or waiver may not, with respect to any Notes issued thereunder and held by a nonconsenting Holder:

With Consent of Holders. Except as provided below in the next succeeding paragraphs, this Section 9.2, Indenture or the Issuer, the Guarantors and the Trustee Securities may amend be amended or supplement 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 Securities then outstanding Notes issued under this Indenture, including, without limitation, (including consents obtained in connection with a purchase of, or tender offer or exchange offer forfor such Securities), Notes, and, subject to Section 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 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 of the then outstanding Notes issued under this Indenture Securities (including consents obtained in connection with a purchase of or tender offer or exchange offer for Notessuch Securities). Section 2.9 hereof and Section 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 IssuerCompany 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 Section 9.6 and 12.2 7.04 hereof, the Trustee will shall join with the Issuer and the Guarantors Company in the execution of such amended or supplemental indenture unless such amended 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 or supplemental indenture. It shall not be necessary for the consent of the Holders under this Section 7.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. Subject to Sections 4.04 and 4.07 hereof, the Holders of a majority in aggregate principal amount of the Securities then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Securities. Without the consent of each Holder of Notes affected, however, an amendment, supplement amendment or waiver may not, not (with respect to any Notes issued thereunder and Security held by a nonconsenting non-consenting Holder:):

With Consent of Holders. (a) Except as provided below in this Section 9.2, the Issuer, the Guarantors Issuer and the Trustee may amend amend, supplement or supplement this Indenture, any Guarantee and otherwise modify 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 Notes issued under this Indenture, including, without limitation, (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, such 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 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 or tender offer or exchange offer for Notes). Section 2.9 2.12 hereof and Section 12.4 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 Issuer, Issuer 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 Section Sections 9.6 and 12.2 13.4 hereof, the Trustee will join with the Issuer and the Guarantors in the execution of such amended or supplemental indenture or amendment to the Note Documents unless such amended or supplemental indenture or amendment to the Note Documents 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 indenture or amendment to the consent of each Holder of Notes affected, an amendment, supplement or waiver may not, with respect to any Notes issued thereunder and held by a nonconsenting Holder:Note Documents.

With Consent of Holders. Except as provided below in (a) Subject to the terms of this Section 9.2Indenture and the Security Documents, the Issuer, the Guarantors Co-Issuer, the Guarantors, the Trustee and the Trustee Note Collateral Agent, as applicable, may amend or supplement this Indenture, any Guarantee and Indenture with the consent of the Holders of a majority in principal amount of the Notes issued hereunder then outstanding (voting as one class) (including consents obtained in connection with a tender offer for, exchange for or purchase of, the Notes) and any past default or compliance with any provisions may also be waived with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding. An intercreditor agreement containing terms that differ from those set forth in Section 9.07 may be entered into and, subject to certain exceptions, the Intercreditor Agreement and the Security Documents may be amended, in each case with the consent of the Holders of a majority in principal amount of the Notes then outstanding Notes issued under this Indenture, including, without limitation, (including consents obtained in connection with a tender offer for, exchange for or purchase of, or tender offer or exchange offer for, Notes, and, subject to Section 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 on the Notes, except a payment ) and any past default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes provisions in an Intercreditor Agreement and the Guarantees Security Documents may also be waived with the consent of the Holders of a majority in principal amount of the Notes then outstanding Notes issued under this Indenture (including consents obtained in connection with a purchase of or tender offer for, exchange for or exchange offer for purchase of, the Notes). Section 2.9 hereof ; and Section 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 Issuersuch amendments may not, and upon the filing with the Trustee of evidence of without the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee 75% in principal amount of the documents described Notes then outstanding, release all or substantially all of the Collateral other than in Section 9.6 and 12.2 hereofaccordance with this Indenture, the Trustee will join with the Issuer an Intercreditor Agreement and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s own rightsSecurity Documents; provided, 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 that without the consent of each Holder of Notes affected, an amendment, supplement no amendment or waiver may not, with respect to any Notes issued thereunder and held by a nonconsenting Holdermay:

With Consent of Holders. (a) Except as provided below in this Section SECTION 9.2, the IssuerCompany, the Guarantors and the Trustee Trustee, as applicable, may amend or supplement 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 Notes and issued under this 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 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 then outstanding Notes issued under this Indenture (including consents obtained in connection with a purchase of or tender offer or exchange offer for Notes). Section 2.9 hereof and Section 12.4 SECTION 2.12 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section SECTION 9.2. Upon the request of the IssuerCompany, and upon the filing with the Trustee (if applicable) of evidence of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section SECTIONS 9.6 and 12.2 13.4 hereof, the Trustee Trustee, will join with the Issuer Company and the Guarantors Guarantors, if applicable, in the execution of such amended or supplemental indenture or amendment or supplement to the other Note Documents unless such amended or supplemental indenture or amendment or supplement to the other Note Documents directly affects the Trustee’s own rights, duties, liabilities duties or immunities under this Indenture or otherwise, in which case the Trustee Trustee, if applicable, may in its their discretion, but will not be obligated to, enter into such amended or supplemental indenture. Without indenture or amendment or supplement to the consent of each Holder of Notes affected, an amendment, supplement or waiver may not, with respect to any Notes issued thereunder and held by a nonconsenting Holder:other Note Documents.

With Consent of Holders. Except as provided below in this Section 9.29.02, the Issuer, the Guarantors Guarantors, the Trustee and the Trustee Security Agent may amend or supplement this IndentureIndenture (including, without limitation, Section 3.10, Section 4.10 and Section 4.14 hereof), the Notes, the Guarantees, the Security Documents, the Intercreditor Agreement or any Guarantee and the Notes issued hereunder Additional Intercreditor Agreement with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes issued under this Indenture(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, the Notes), and, subject to Section 6.4 6.04 and 6.7 Section 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premiumpremium on, if any, interest or interest on Additional Amounts, if any, on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes and Notes, the Guarantees Guarantees, the Security Documents, the Intercreditor Agreement or any Additional Intercreditor Agreement may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes issued under this Indenture (including including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of of, or tender offer or exchange offer for for, Notes). Section 2.9 hereof and Section 12.4 hereof shall determine which ; provided that if any amendment, waiver or other modification will only affect one series of the Notes, only the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes are considered to of such series will be “outstanding” for the purposes of this Section 9.2required. Upon the request of the IssuerIssuer 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 Section 9.6 and 12.2 7.02 hereof, the Trustee and the Security Agent will join with the Issuer and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties, 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 each Holder the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer will mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 6.04 and Section 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes affectedthen outstanding voting as a single class may waive compliance in a particular instance by the Issuer with any provision of this Indenture, the Notes, the Guarantees, the Security Documents, the Intercreditor Agreement or any Additional Intercreditor Agreement. However, unless consented to by the Holders of at least 90% of the aggregate principal amount of then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), an amendment, supplement or waiver under this Section 9.02 may not, with respect to any Notes issued thereunder and held by a nonconsenting Holder:

With Consent of Holders. Except as provided below in this Section 9.2, the Issuer, the Guarantors and the Trustee may amend or supplement this Indenture, any Guarantee 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 Notes and issued under this 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, and Additional Interest, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes and the Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes issued under this Indenture (including consents obtained in connection with a purchase of or tender offer or exchange offer for Notes). Section 2.9 2.12 hereof and Section 12.4 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 IssuerIssuer 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 Section Sections 9.6 and 12.2 12.4 hereof, the Trustee will join with the Issuer and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties, 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 the consent of each Holder of Notes affected, an amendment, supplement or waiver may not, with respect to any Notes issued thereunder and held by a nonconsenting Holder:

With Consent of Holders. Except as provided below in this Section 9.29.02, the IssuerCompany, the Guarantors and the Trustee may amend or supplement this Indenture, any Guarantee the Notes and the Notes issued hereunder Guarantees with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding Notes issued under this Indenture, including, without limitation, 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), and, subject to Section 6.4 Sections 6.04 and 6.7 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees or the Notes and the Guarantees may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes issued under this Indenture (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for for, or purchase of, the Notes). ; Section 2.9 2.08 hereof and Section 12.4 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 IssuerCompany 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 Section 9.6 and 12.2 7.02 hereof, the Trustee will shall join with the Issuer 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 indenture. Without It shall not be necessary for the consent of each 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. A consent to any amendment or waiver under this Indenture by any Holder of Notes affected, given in connection with a tender of such Holder’s Notes will not be rendered invalid by such tender. After an amendment, supplement or waiver under 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 affected Holder of Notes, an amendment or waiver under this Section 9.02 may not, with respect to any Notes issued thereunder and held by a nonconsenting non-consenting Holder:

With Consent of Holders. Except as provided below in this Section 9.29.02, the Issuer, the Guarantors Guarantors, the Trustee and the Trustee Collateral Agent may amend or supplement this IndentureIndenture and any Guarantee, any Guarantee and the Notes issued hereunder Notes, the Security Documents or the Intercreditor Agreements with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding Notes issued under this Indenture, including, without limitation, 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), and, subject to Section 6.4 and 6.7 6.04 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees or the Notes and the Guarantees may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes issued under this Indenture (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a purchase of of, or tender offer or exchange offer for for, the Notes). Section 2.9 2.08 hereof and Section 12.4 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 IssuerIssuer accompanied by a resolution of its board of directors authorizing the execution of any such amended or supplemental indenture or amendment to the Security Documents or the Intercreditor Agreement, and upon the filing with the Trustee and the Collateral Agent of evidence satisfactory to the Trustee and the Collateral Agent of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee and the Collateral Agent of the documents described in Section 9.6 and 12.2 7.02 hereof, the Trustee will and the Collateral Agent shall join with the Issuer and the Guarantors in the execution of such amended or supplemental indenture or amendment to the Security Documents or the Intercreditor Agreement 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 discretion, but will shall not be obligated to, enter into such amended or supplemental indentureindenture or amendment to the Security Documents or the Intercreditor Agreement. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall 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, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Without the consent of each affected Holder of Notes affectedNotes, an amendment, supplement amendment or waiver under this Section 9.02 may not, with respect to any Notes issued thereunder and held by a nonconsenting non-consenting Holder:

With Consent of Holders. Except as provided below in Section 9.01 and this Section 9.29.02, the IssuerIssuers (and, prior to the Escrow Release Date, the Escrow Issuers), the Guarantors and the Trustee may amend or supplement this Indenture, any Guarantee the Notes, the Escrow Agreement and the Notes issued hereunder Guarantees with the consent of the Holders of at least a majority in principal amount of all the outstanding Notes issued under this Indenturethen outstanding, includingother than Notes beneficially owned by the Issuers (and, without limitationprior to the Escrow Release Date, the Escrow Issuers) or their Affiliates (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes, ) and, subject to Section 6.4 6.04 and 6.7 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the NotesNotes (which shall be considered waived only with respect to Notes held by consenting Holders), except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes and Escrow Agreement, the Guarantees or the Notes issued thereunder may be waived with the consent of the Holders of a majority in principal amount of all the outstanding Notes issued under this Indenture then outstanding, other than Notes beneficially owned by the Issuers (and, prior to the Escrow Release Date, the Escrow Issuers) or their Affiliates (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Section 2.9 2.08 hereof and Section 12.4 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 IssuerIssuers (and, prior to the Escrow Release Date, the Escrow Issuers) and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.6 and 12.2 hereof, the Trustee will shall join with the Issuer Issuers or the Escrow Issuers, as applicable, and the Guarantors in the execution of such amended or supplemental indenture 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 indenture. Without It shall not be 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 shall be sufficient if such consent approves the substance thereof. For the avoidance of doubt, no amendment to, or deletion of any of the covenants contained in Article 4 or action taken in compliance with the covenants in effect at the time of such action, shall be deemed to impair or affect any legal rights of any Holders of the Notes affectedto receive payment of principal of or premium, if any, or interest on the Notes or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers (and, prior to the Escrow Release Date, the Escrow Issuers) shall send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers or the Escrow Issuers, as applicable, to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Without the consent of each affected Holder, an amendment or waiver under this Section 9.02 may not, with respect to any Notes issued thereunder and held by a nonconsenting non-consenting Holder:

With Consent of Holders. Except as provided below in this Section 9.2The Company, the Issuer, the Guarantors Trustee and the Trustee (if applicable) any Subsidiary Guarantor may amend or supplement this Indenture, any Guarantee and Indenture or the Notes issued hereunder with the consent of the Holders of at least not less than a majority in aggregate principal amount of the outstanding Outstanding Notes issued under this Indenture(including Additional Notes, if any) voting as a single class (including, without limitationin each case, consents obtained in connection with a purchase of, or tender offer or exchange offer for, for Notes, and, subject to Section 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 on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance by the Company or any Subsidiary Guarantor with any provision of this Indenture, the Notes and the Guarantees or any Subsidiary Guarantee may be waived with the consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Outstanding Notes issued under this Indenture (including Additional Notes, if any) voting as a single class (including, in each case, consents obtained in connection with a purchase of or tender offer or exchange offer for Notes). Section 2.9 hereof and Section 12.4 hereof shall determine which ; provided that (x) if any such amendment or waiver will only affect one series of Notes are considered to be “outstanding” for the purposes (or less than all series of Notes) then Outstanding under this Section 9.2. Upon the request of the IssuerIndenture, and upon the filing with the Trustee of evidence of then only the consent of the Holders of a majority in aggregate principal amount of all series of Notes as aforesaid(including Additional Notes of such series, if any) then Outstanding that are so affected (including, in each case, consents obtained in connection with a tender offer or exchange offer for Notes) shall be required and upon receipt (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 Trustee manner such amendment or waiver affects any other series of Notes, then the consent of the documents described Holders of a majority in Section 9.6 and 12.2 hereofaggregate principal amount of the Notes (including Additional Notes, the Trustee will join with the Issuer and the Guarantors in the execution if any) 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 otherwiseseries then Outstanding (including, in which case each case, consents obtained in connection with a tender offer or exchange offer for Notes) shall be required. Notwithstanding the Trustee may in its discretionforegoing provisions of this Section 902, but will not be obligated to, enter into such amended or supplemental indenture. Without without the consent of each Holder of Notes affected, an amendmentamendment or waiver, supplement or including a waiver pursuant to Section 613, may not, with respect to any Notes issued thereunder and held by a nonconsenting Holder:

With Consent of Holders. Except as provided below in this Subject to Section 9.2608, the IssuerCompany, the Guarantors Trustee, the Note Collateral Agent and the Trustee (if applicable) any Subsidiary Guarantor may amend or supplement this Indenture, the Notes, the Note Security Documents and any Guarantee and the Notes issued hereunder Intercreditor Agreement with the written consent of the Holders of at least not less than a majority in aggregate principal amount of the outstanding Outstanding Notes issued under this Indenture, including, without limitation, (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for Notes, and, subject ) and the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes by written notice to Section 6.4 and 6.7 hereof, the Trustee (including consents obtained in connection with a tender offer or exchange offer for Notes) may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance by the Company or any Subsidiary Guarantor with any provision of this Indenture, the Notes, 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 and the Guarantees may be waived with (or less than all series of Notes) then outstanding under this Indenture, then only the consent of the Holders of a majority in principal amount of the Notes of such series then outstanding Notes issued under this Indenture (including including, in each case, consents obtained in connection with a purchase of or tender offer or exchange offer for Notes). Section 2.9 hereof ) shall be required, (y) if any such amendment or waiver by its terms will affect a series of Notes in a manner different and Section 12.4 hereof shall determine which Notes are considered materially adverse relative to be “outstanding” for the purposes manner such amendment or waiver affects other series of this Section 9.2. Upon the request of the IssuerNotes, and upon the filing with the Trustee of evidence of then the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee a majority in principal amount of the documents described in Section 9.6 and 12.2 hereof, the Trustee will join with the Issuer and the Guarantors in the execution Notes of such amended series then outstanding (including, in each case, consents obtained in connection with a tender offer or supplemental indenture unless such amended exchange offer for Notes) shall be required and (z) any amendment or supplemental indenture affects the Trustee’s own rights, duties, liabilities waiver to or immunities under of Section 409(c) of this Indenture shall only require the consent of the Holders of a majority in principal amount of the Notes then outstanding that are Initial Notes or otherwiseExchange Notes issued in exchange therefor, or Additional Notes issued pursuant to a Notes Supplemental Indenture that specifies that Section 409(c) shall apply to such Notes without any modification, or Exchange Notes issued in which case exchange for such Additional Notes. Notwithstanding the Trustee may in its discretionprovisions of this Section 902, but will not be obligated to, enter into such amended or supplemental indenture. Without without the consent of each Holder of Notes affected, an amendmentamendment or waiver, supplement or including a waiver pursuant to Section 613, may not, with respect to any Notes issued thereunder and held by a nonconsenting Holder:

With Consent of Holders. Except as provided below in this Section 9.29.02, the IssuerIssuers, the Guarantors Guarantors, the Trustee and the Collateral Trustee may amend or supplement this IndentureIndenture (including, any Guarantee without limitation, Sections 3.08, 3.9, 4.10, 4.15 and 4.20 hereof), the Notes issued hereunder Notes, the Note Guarantees or the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes issued under this Indenture, (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 6.7 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, premiumor premium or 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 or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes issued under this Indenture (including including, without limitation, consents obtained in connection with a purchase of or tender offer or exchange offer for for, or purchase of, the Notes). Section 2.9 hereof and Section 12.4 2.08 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.29.02. Upon the joint request of the IssuerIssuers accompanied by a resolution of their Boards of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.6 and 12.2 7.02 hereof, the Trustee will join with the Issuer Issuers and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties, 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 of Notes 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 Issuers will mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to mail such notice, or any defect therein, 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 at least a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Issuers and the Guarantors with any provision of this Indenture, the Notes, the Note Guarantees or the Security Documents. However, without the consent of each Holder of the Notes affected, an amendment, supplement or waiver under this Section 9.02 may not, not (with respect to any Notes issued thereunder and held by a nonconsenting non-consenting Holder:):

With Consent of Holders. Except as provided below in this Section 9.29.02, the Issuer, the Guarantors and the Trustee may amend or supplement this Indenture, any Guarantee and Note Documents or the Notes issued hereunder Note Guarantees with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding Notes issued under this Indenture, (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 this Indenture and 6.7 hereofthe 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 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 principal amount of the Notes then outstanding Notes issued under this Indenture (including including, without limitation, consents obtained in connection with a purchase of or tender offer or exchange offer for for, or purchase of, the Notes). Section 2.9 hereof and Section 12.4 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 Issuer, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.6 and 12.2 hereof7.02, the Trustee will shall join with the Issuer and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties, 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 is not necessary for the consent of each Holder the Holders under this Section 9.02 to approve the particular form of Notes affectedany 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, 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 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 issued thereunder and held by a nonconsenting non-consenting Holder:

With Consent of Holders. Except as provided below in this Section 9.2, the Issuer, the Guarantors The Company and the Trustee may amend or supplement this Indenture, any Guarantee and Indenture or the Notes issued hereunder with the written consent of the Holders of at least a majority in principal amount of the then outstanding Notes issued under this Indenture, including, without limitation, (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 ) and 6.7 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment including, without limitation, an acceleration of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes and the Guarantees may be waived with the written consent of the Holders of at least a majority in principal amount of the then outstanding Notes issued under this Indenture (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Section 2.9 hereof and Section 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 IssuerCompany, 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 Section 9.6 and 12.2 9.06 hereof, the Trustee will shall join with the Issuer and the Guarantors Company in the execution of such amended or supplemental indenture unless such amended 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 or supplemental indenture. Without It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplement, amendment or waiver under this Section becomes effective, the Company shall mail to the Holders of each Note affected thereby a notice briefly describing the supplement, amendment or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture, amendment or waiver. Subject to Sections 6.04(1) and 6.07 hereof, the Holders of a majority in principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder of Notes affected, an amendmenta supplement, supplement amendment or waiver under this Section may not, not (with respect to any Notes issued thereunder and held by a nonconsenting non-consenting Holder:):

With Consent of Holders. Except as provided below in the next succeeding paragraphs, this Section 9.2, Indenture or the Issuer, the Guarantors and the Trustee Securities may amend be amended or supplement this Indenture, any Guarantee and the Notes issued hereunder supplemented with the consent of the Holders of at least a majority in principal amount aggregate Principal Amount of the Securities then outstanding Notes issued under this Indenture, including, without limitation, (including consents obtained in connection with a purchase of, or tender offer or exchange offer forfor such Securities), Notes, and, subject to Section 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 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 principal amount aggregate Principal Amount of the then outstanding Notes issued under this Indenture Securities (including consents obtained in connection with a purchase of or tender offer or exchange offer for Notessuch Securities). Section 2.9 hereof and Section 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 IssuerCompany accompanied by a resolution of their respective Board of Directors authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.6 and 12.2 8.04 hereof, the Trustee will shall join with the Issuer and the Guarantors Company in the execution of such amended or supplemental indenture unless such amended 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 or 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 indenture or waiver. Subject to Sections 4.04 and 4.07 hereof, the Holders of a majority in aggregate Principal Amount of the Securities then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Securities. Without the consent of each Holder of Notes affectedHolder, however, an amendment, supplement amendment or waiver may not, with respect to any Notes issued thereunder and held by a nonconsenting Holder:

With Consent of Holders. Except as provided below in this Section 9.29.02, the IssuerCompany, the Guarantors (solely with respect to the Guarantee to which it is a party) and the Trustee may amend or supplement this Indenture, any Guarantee the Notes and the Notes issued hereunder Guarantees with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding Notes issued under this Indenture, including, without limitation, 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 6.7 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees or the Notes and the Guarantees may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes issued under this Indenture (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 2.9 2.08 hereof and Section 12.4 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 IssuerCompany 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 Section 9.6 and 12.2 7.02 hereof, the Trustee will shall join with the Issuer Company 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 indenture. Without It shall not be necessary for the consent of each Holder the Holders under this Section 9.02 to approve the particular form of Notes affectedany 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 (with a copy to the Trustee) 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 affected Holder (including, for the avoidance of doubt, any Notes held by Affiliates), an amendment or waiver under this Section 9.02 may not, with respect to any Notes issued thereunder and held by a nonconsenting non-consenting Holder:

With Consent of Holders. Except as provided below in this Section 9.29.02, the Parent, the Company, the Issuer, the Subsidiary Guarantors and the Trustee may amend or supplement 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 principal amount of the Notes then outstanding Notes issued under this Indenture, (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 this Indenture and 6.7 hereofthe 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 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 principal amount of the Notes then outstanding Notes issued under this Indenture (including including, without limitation, consents obtained in connection with a purchase of or tender offer or exchange offer for for, or purchase of, the Notes); provided, however, that if any amendment, waiver or other modification would only affect the Dollar Notes or the Sterling 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 2.9 hereof and Section 12.4 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 Issuer, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.6 and 12.2 7.02 hereof, the Trustee will join with the Issuer and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties, 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 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, supplement or waiver under this Section 9.02 may not, not (with respect to any Notes issued thereunder and held by a nonconsenting non-consenting Holder:):

With Consent of Holders. Except as provided below in the next succeeding paragraphs, this Section 9.2, Indenture or the Issuer, the Guarantors and the Trustee Securities may amend be amended or supplement this Indenture, any Guarantee and the Notes issued hereunder supplemented with the consent of the Holders of at least a majority in principal amount of the Securities then outstanding Notes issued under this Indenture, including, without limitation, (including consents obtained in connection with a purchase of, or tender offer or exchange offer forfor such Securities), Notes, and, subject to Section 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 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 principal amount of the then outstanding Notes issued under this Indenture Securities (including consents obtained in connection with a purchase of or tender offer or exchange offer for Notessuch Securities). Section 2.9 hereof and Section 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 IssuerCompany 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 Section 9.6 and 12.2 9.06 hereof, the Trustee will shall join with the Issuer and the Guarantors Company in the execution of such amended or supplemental indenture unless such amended 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 or supplemental indenture. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Securities then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Securities. Without the consent of each Holder of Notes affected, however, an amendment, supplement amendment or waiver may not, not (with respect to any Notes issued thereunder and Security held by a nonconsenting non-consenting Holder:):

With Consent of Holders. Except as provided below in the next succeeding paragraphs, this Section 9.2, Indenture or the Issuer, the Guarantors and the Trustee Securities may amend be amended or supplement this Indenture, any Guarantee and the Notes issued hereunder supplemented with the consent of the Holders of at least a majority in principal amount aggregate Principal Amount of all the Securities then outstanding Notes issued under this Indenture, 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 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 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 principal amount of the outstanding Notes issued under this Indenture (including consents obtained in connection with a purchase of or tender offer or exchange offer for Notes). Section 2.9 hereof and Section 12.4 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2affected by such supplemental indenture. Upon the request of the IssuerCompany 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 Section 9.6 and 12.2 9.04 hereof, the Trustee will shall join with the Issuer Company and the Guarantors Guarantors, if any, 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 or supplemental indenture. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. Subject to Sections 5.02(b), 5.04 and 5.07 hereof, the application of or compliance with, either generally or in a particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the Holders of a majority in aggregate principal amount of the outstanding Securities of that series. Without the consent of each Holder of Notes affectedaffected hereby, however, an amendment, supplement amendment or waiver may not, with respect to any Notes issued thereunder and held by a nonconsenting Holder:

With Consent of Holders. Except as provided below in this Section 9.2, the Issuer, the Guarantors Guarantors, the Trustee and the Trustee Collateral Agent may amend or supplement this Indenture, any Guarantee Guarantee, the Security Documents and the Notes issued hereunder with the consent of the Holders of at least a majority in principal amount of all the outstanding Notes issued under this Indenture, including, without limitation, consents obtained before or after a Change of Control or in connection with a purchase of, or tender offer or exchange offer for, Notes, and, subject to Section 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 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 principal amount of all the outstanding Notes issued under this Indenture (including consents obtained before or after a Change of Control or in connection with a purchase of or tender offer or exchange offer for Notes). Section 2.9 2.12 hereof and Section 12.4 14.4 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the Issuer, and upon the filing with delivery to the Trustee and the Collateral Agent, as applicable, of evidence of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee and/or the Collateral Agent of the documents described in Section 9.6 and 12.2 Section 14.2 hereof, the Trustee and/or the Collateral Agent will join with the Issuer and the Guarantors in the execution of such amended or supplemental indenture indenture, security documents or intercreditor agreements unless such amended or supplemental indenture affects indenture, security documents or intercreditor agreements affect the Trustee’s or the Collateral Agent’s own rights, duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee or the Collateral Agent, as applicable, may in its discretion, but will not be obligated to, enter into such amended or supplemental indenture, security documents or intercreditor agreements. Without the consent of each Holder of Notes affected, an amendment, supplement or waiver may not, with respect to any Notes issued thereunder and held by a nonconsenting Holder:

With Consent of Holders. Except as provided below in this Section 9.2, the IssuerCompany, the Guarantors Issuers, any Guarantor, the Trustee, the Collateral Agent and the Trustee other parties thereto, as applicable, may amend or supplement this Indentureany Note Document, and release any Guarantee and (but less than substantially all) of the Notes issued hereunder Collateral, with the consent of the Holders of at least a majority in principal amount of all the outstanding Notes issued under this Indenture, including, without limitation, consents obtained before or after a Change of Control or in connection with a purchase of, or tender offer or exchange offer for, Notes, and, subject to Section 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 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 any Note Document may be waived with the consent of the Holders of at least a majority in principal amount of all the outstanding Notes issued under this Indenture (including consents obtained before or after a Change of Control or in connection with a purchase of or tender offer or exchange offer for Notes). Section 2.9 2.12 hereof and Section 12.4 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 IssuerIssuers, 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 Section 9.6 and 12.2 13.2 hereof, the Trustee will join with the Issuer 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 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, supplement or waiver may not, with respect to any Notes issued thereunder and held by a nonconsenting Holder:

With Consent of Holders. Except as provided below in this Section 9.2, the IssuerCompany, the Guarantors and the Trustee may amend or supplement this Indenture, any Guarantee 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 Notes and issued under this 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 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 then outstanding Notes issued under this Indenture (including consents obtained in connection with a purchase of or tender offer or exchange offer for Notes). Section 2.9 2.12 hereof and Section 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 IssuerCompany 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 Section Sections 9.6 and 12.2 12.4 hereof, the Trustee will join with the Issuer 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, supplement or waiver may not, with respect to any Notes issued thereunder and held by a nonconsenting Holder:

With Consent of Holders. Except as provided below in this Section 9.2, the IssuerCompany, the Guarantors and the Trustee may amend amend, supplement or supplement this Indenture, any Guarantee and otherwise modify 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 issued under this Indenture, including, without limitation, 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 6.4 and 6.7 hereofSection 6.7, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, 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 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). Section 2.9 2.12 hereof and Section 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 IssuerCompany, 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 Section 9.6 Sections 9.5 and 12.2 hereof, the Trustee will join with the Issuer Company 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, supplement or waiver may not, with respect to any Notes issued thereunder and held by a nonconsenting Holder:

With Consent of Holders. Except as provided below in this Section 9.29.02, the Issuer, the Guarantors and the Trustee may amend or supplement this Indenture, any Guarantee the Notes and the Notes issued hereunder Guarantees with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding Notes issued under this Indenture, including, without limitation, (including 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 6.7 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees or the Notes and the Guarantees may be waived with the consent of the Holders of a majority in principal amount of the then-outstanding Notes issued under this Indenture (including Additional Notes, if any) (including consents obtained in connection with a purchase of or tender offer or exchange offer for for, or purchase of, the Notes). Section 2.9 2.08 hereof and Section 12.4 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 IssuerIssuer 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 Section 9.6 and 12.2 hereof, the Trustee will shall join with the Issuer and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties, 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 each Holder the Holders under this Section 9.02 to approve the particular form of Notes affectedany proposed amendment, waiver or consent, but it shall be sufficient if such consent approves the substance thereof. For the avoidance of doubt, no amendment to, or deletion of, any of the covenants described under Article IV or Section 5.01 hereof shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or premium, if any, or interest on, the Notes. After an amendment, supplement or waiver may under this Section 9.02 becomes effective, the Issuer shall send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to send such notice, or any defect therein, shall not, with respect to however, in any Notes issued thereunder and held by a nonconsenting Holderway impair or affect the validity of any such amended or supplemental indenture or waiver. Notwithstanding the foregoing, without the consent of each Holder affected, no amendment may:

With Consent of Holders. Except as provided below in this Section 9.29.02, the IssuerIssuers, the Guarantors Trustee and the Trustee Collateral Trustee, as applicable, may amend or supplement this Indenture, any Guarantee the Notes and the Notes issued hereunder other Note Documents with the consent of the Holders of at least a majority 66.67% in aggregate principal amount of the outstanding Notes issued under this Indenture, including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notesthen outstanding, and, subject to Section 6.4 6.04 and 6.7 Section 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes and the Guarantees may be waived with the consent of the Holders of at least 66.67% in aggregate principal amount of the then outstanding Notes. For the avoidance of doubt, any existing Default or Event of Default may, by notice to the Trustee, be waived by the Holders of a majority in aggregate principal amount of the outstanding Notes issued under this Indenture (including consents obtained in connection accordance with a purchase of or tender offer or exchange offer for Notes). Section 2.9 hereof and Section 12.4 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.26.04 hereof. Upon the request of the IssuerIssuers accompanied by a resolution of their respective Board of Directors authorizing the execution of any such amended or supplemental indenture or amendment or supplement to any Note Document, and upon the filing with the Trustee and Collateral Trustee, if applicable, of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee and Collateral Trustee, if applicable, of the documents described in Section 9.6 and 12.2 9.05 hereof, the Trustee will and Collateral Trustee, if applicable, shall join with the Issuer and the Guarantors Issuers in the execution of such amended or supplemental indenture or amendment or supplement to any Note Document unless such amended or supplemental indenture or amendment or supplement to such Note Document affects the Trustee’s or Collateral Trustee’s own rights, duties, liabilities duties or immunities under this Indenture or otherwise, in which case each of the Trustee and Collateral AgentTrustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental indentureindenture or amendment or supplement to such Note Document. 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 9.02 becomes effective, the Issuers shall send 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 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 Section 6.04 and Section 6.07 hereof, the Holders of at least 66.67% in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Issuers with any provision of this Indenture or the Notes. Notwithstanding other provisions of this Section 9.02, unless consented to by the Holders of at least 85.00% of the aggregate principal amount of the then outstanding Notes, an amendment, supplement or waiver under this Section 9.02 may not (i) release the Liens for the benefit of the Holders of the Notes on all or substantially all of the Collateral, (ii) alter or waive the provisions with respect to the redemption of the Notes described under Section 4.10, Section 4.14, Section 4.16 and Section 4.18 or (iii) modify or change any provision of this Indenture affecting the ranking of the Notes in a manner materially adverse to the Holders of the Notes. Notwithstanding other provisions of this Section 9.02, without the consent of each Holder of Notes affected, an amendment, supplement or waiver may not, not (with respect to any Notes issued thereunder and held by a nonconsenting non-consenting Holder:):

With Consent of Holders. Except as provided below in this Section 9.29.02, the IssuerIssuers, the Guarantors and the Trustee may amend or supplement this IndentureIndenture (including, any Guarantee without limitation, Section 3.09, 4.10 and 4.15 hereof), the Note Guarantees and the Notes issued hereunder with the consent of the Holders of at least a majority in principal amount of the Notes (including, without limitation, Additional Notes, if any) then outstanding Notes issued under this Indenture, 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 6.7 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 or 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 Note Guarantees or the Notes and the Guarantees may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes 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 for, or purchase of, the Notes). Section 2.9 hereof and Section 12.4 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 IssuerIssuers accompanied by resolutions of their Boards of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.6 7.02 and 12.2 Section 9.06 hereof, the Trustee will join with the Issuer Issuers and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties, 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, 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 Issuers will mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to mail such notice, or any defect therein, 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 Issuers and the Guarantors with any provision of this Indenture, the Notes, or the Note Guarantees. However, without the consent of each Holder of Notes affected, an amendment, supplement or waiver under this Section 9.02 may not, not (with respect to any Notes issued thereunder and held by a nonconsenting non-consenting Holder:):

With Consent of Holders. Except as provided below in this Section 9.2, the IssuerIssuers, the Parent, any Guarantors and the Trustee together may amend or supplement this Indenture, the Notes and any Guarantee and of the Notes issued hereunder with the written consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes issued under this Indenture, 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 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 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 principal amount of the outstanding Notes issued under this Indenture affected by such amendment (including consents obtained in connection with a purchase of or a tender offer or exchange offer for Notes). Section 2.9 hereof and Section 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 IssuerIssuers, accompanied by a resolution of the Board of Directors of each of the Issuers and the Parent, 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 Section 9.6 and 12.2 hereof, the Trustee will shall join with the Issuer Issuers, the Parent and any Guarantors, 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 or supplemental indenture. Without It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment or waiver under this Section 9.2 becomes effective, the Issuers shall mail to the Holders of each Note affected thereby a notice briefly describing the amendment or waiver. Any failure of the Issuers to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. Subject to Sections 6.4 and 6.7 hereof, the Holders of a majority in aggregate principal amount of the then-outstanding Notes affected thereby (including consents obtained in connection with a purchase of or a tender offer or exchange offer for Notes) may waive any existing default or compliance in a particular instance by any Issuer or any Guarantor with any provision of this Indenture or the Notes. However, without the consent of each Holder of Notes affected, an amendment, supplement amendment or waiver under this Section may not, not (with respect to any Notes issued thereunder and held by a nonconsenting non-consenting Holder:):

With Consent of Holders. Except as provided below in Section 9.01 and this Section 9.29.02, the Issuer, the Guarantors and the Trustee may amend or supplement 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 principal amount of the outstanding Notes issued under this Indenturethen outstanding, including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes, Notes and, subject to Section 6.4 6.04 and 6.7 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the 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 principal amount of the then outstanding Notes issued under this Indenture (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Section 2.9 2.08 hereof and Section 12.4 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 IssuerIssuer 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 (and the documents described in Section 9.6 and 12.2 hereof, Collateral Agent to the Trustee will extent a party to the applicable document) shall join with the Issuer and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties, liabilities duties or immunities under this Indenture or otherwise, in which case the Trustee and the Collateral Agent may in its their 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 each Holder the Holders under this Section 9.02 to approve the particular form of Notes affectedany proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Without the consent of each affected Holder of Notes, an amendment or waiver under this Section 9.02 may not, with respect to any Notes issued thereunder and held by a nonconsenting non-consenting Holder:

With Consent of Holders. Except as provided below in this Section 9.210.02, the Issuer, the Guarantors Company and the Trustee may amend this Indenture or supplement this Indenture, any Guarantee and the Notes issued hereunder with the written consent (including consents obtained in connection with a tender offer or exchange offer for Notes) of the Holders of at least a majority in principal amount of the then outstanding Notes issued under this Indenture, 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 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 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 principal amount of the outstanding Notes issued under this Indenture (including consents obtained in connection with a purchase of or tender offer or exchange offer for Notes). Section 2.9 hereof and Section 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 IssuerCompany, 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 as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.6 and 12.2 hereof10.06, the Trustee will shall join with the Issuer and the Guarantors Company in the execution of such amended or supplemental indenture unless such amended 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 or supplemental indenture. Without 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 or waiver, but it shall be sufficient if such consent approves the substance thereof. 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 (including waivers obtained in connection with a tender offer or exchange offer for Notes). However, without the consent of each Holder of Notes affected, an amendment, supplement amendment or waiver under this Section 10.02 may not, with respect to any Notes issued thereunder and held by a nonconsenting Holder:

With Consent of Holders. Except as provided below in Section 9.01 and this Section 9.29.02, the IssuerIssuers, the Guarantors and the Trustee may amend or supplement this Indenture, any Guarantee the Notes and the Notes issued hereunder Guarantees with the consent of the Holders of at least a majority in principal amount of all the outstanding Notes issued under this Indenturethen outstanding, including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes, Notes and, subject to Section 6.4 6.04 and 6.7 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees or the Notes and the Guarantees issued thereunder may be waived with the consent of the Holders of a majority in principal amount of all the outstanding Notes issued under this Indenture then outstanding, other than Notes beneficially owned by the Issuers or their Affiliates (including consents obtained in connection with a purchase of of, or tender offer or exchange offer for for, the Notes). Section 2.9 2.08 hereof and Section 12.4 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 each Issuer accompanied by a resolution of the IssuerBoard of Directors of the Issuers authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.6 and 12.2 hereof, the Trustee will shall join with the Issuer Issuers and the Guarantors in the execution of such amended or supplemental indenture 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 or supplemental indenture. Without It shall not be necessary for the consent of each Holder the Holders under this Section 9.02 to approve the particular form of Notes affectedany proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Without the consent of each affected Holder of Notes, an amendment or waiver under this Section 9.02 may not, with respect to any Notes issued thereunder and held by a nonconsenting non-consenting Holder:

With Consent of Holders. Except as provided below in this Section 9.2, the IssuerCompany, the Guarantors Guarantors, if applicable, and the Trustee may amend or supplement this Indenture, any Guarantee 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 Notes and issued under this 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 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 then outstanding Notes issued under this Indenture (including consents obtained in connection with a purchase of or tender offer or exchange offer for Notes). Section 2.9 2.12 hereof and Section 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 Issuer, 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 Section Sections 9.6 and 12.2 12.4 hereof, the Trustee will join with the Issuer Company and the Guarantors Guarantors, if applicable, 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, supplement or waiver may not, with respect to any Notes issued thereunder and held by a nonconsenting Holder:

With Consent of Holders. Except as provided below in this Section 9.2, the Issuer, the Guarantors and the Trustee may amend or supplement this Indenture, any Guarantee and the Notes issued hereunder and any Note Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the outstanding Notes issued under this Indenturevoting as a single class then outstanding, including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes, and, subject to Section 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 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 principal amount of the then outstanding Notes issued under this Indenture voting as a single class, other than Notes beneficially owned by the Issuer or its Affiliates (including consents obtained in connection with a purchase of of, or tender offer or exchange offer for the Notes). Section 2.9 2.11 hereof and Section 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 Issuer, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.6 and 12.2 hereof2.12, the Trustee will shall join with the Issuer and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will shall not be obligated to, enter into such amended or supplemental indentureIndenture. Without the consent of each Holder of Notes affecteddirectly affected thereby, an amendment, supplement amendment or waiver may not, with respect to any Notes issued thereunder and held by a nonconsenting non-consenting Holder:

With Consent of Holders. Except as provided below in this Section 9.2, the Issuer, the Guarantors Company and the Trustee may amend or supplement this IndentureIndenture (including, any Guarantee without limitation, 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 then outstanding Notes issued under this Indenture(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 interest on on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes 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 then outstanding Notes issued under this Indenture (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 for, or purchase of, the Notes). Section 2.9 hereof and Section 12.4 2.11 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request written direction of the IssuerCompany to the Trustee 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 receipt, if requested, by the Trustee from the Company of the documents an Opinion of Counsel and Officers’ Certificate as described in Section 9.6 and 12.2 7.2 hereof, the Trustee will join with the Issuer Company and the Guarantors in the execution of such amended or supplemental indenture unless indenture; provided, however, notwithstanding the foregoing clause, if such amended or supplemental indenture adversely 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, discretion decline to enter into such amended or supplemental indentureIndenture. Without the consent of each Holder of Notes affected, an amendment, supplement or waiver under this Section 9.2 may not, not (with respect to any Notes issued thereunder and held by a nonconsenting Holder:non-consenting holder):

With Consent of Holders. Except as provided below in this Subject to Section 9.2608, the IssuerCompany, Holdings, the Guarantors Trustee, the Note Collateral Agent and the Trustee (if applicable) any Subsidiary Guarantor may amend or supplement this Indenture, the Notes, the Note Security Documents and any Guarantee and the Notes issued hereunder Intercreditor Agreement with the written consent of the Holders of at least not less than a majority in aggregate principal amount of the outstanding Outstanding Notes issued under this Indenture, including, without limitation, (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for Notes, and, subject ) and the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes by written notice to Section 6.4 and 6.7 hereof, the Trustee (including consents obtained in connection with a tender offer or exchange offer for Notes) may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance by the Company, Holdings or any Subsidiary 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 and the Guarantees may be waived with (or less than all series of Notes) then outstanding under this Indenture, then only the consent of the Holders of a majority in principal amount of the Notes of such series then outstanding Notes issued under this Indenture (including including, in each case, consents obtained in connection with a purchase of or tender offer or exchange offer for Notes). Section 2.9 hereof ) shall be required, (y) if any such amendment or waiver by its terms will affect a series of Notes in a manner different and Section 12.4 hereof shall determine which Notes are considered materially adverse relative to be “outstanding” for the purposes manner such amendment or waiver affects other series of this Section 9.2. Upon the request of the IssuerNotes, and upon the filing with the Trustee of evidence of then the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee a majority in principal amount of the documents described in Section 9.6 and 12.2 hereof, the Trustee will join with the Issuer and the Guarantors in the execution Notes of such amended series then outstanding (including, in each case, consents obtained in connection with a tender offer or supplemental indenture unless such amended exchange offer for Notes) shall be required and (z) any amendment or supplemental indenture affects the Trustee’s own rights, duties, liabilities waiver to or immunities under of Section 409(c) of this Indenture shall only require the consent of the Holders of a majority in principal amount of the Notes then outstanding that are Initial Notes or otherwiseExchange Notes issued in exchange therefor, or Additional Notes issued pursuant to a Notes Supplemental Indenture that specifies that Section 409(c) shall apply to such Notes without any modification, or Exchange Notes issued in which case exchange for such Additional Notes. Notwithstanding the Trustee may in its discretionprovisions of this Section 902, but will not be obligated to, enter into such amended or supplemental indenture. Without without the consent of each Holder of Notes affected, an amendmentamendment or waiver, supplement or including a waiver pursuant to Section 613, may not, with respect to any Notes issued thereunder and held by a nonconsenting Holder:

With Consent of Holders. Except as provided below in this Section 9.29.02, the Issuer, the Guarantors and the Trustee or the Notes Collateral Agent, as applicable, may amend or supplement this Indenture, any Guarantee and Guarantee, the Notes issued hereunder and any other Note Document with the consent of the Holders of at least a majority in principal amount of all the outstanding Notes issued under this Indenture, including, without limitation, consents obtained before or after a Change of Control or in connection with a purchase of, or tender offer or exchange offer for, Notes, and, subject to Section 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 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 and any other Note Document may be waived with the consent of the Holders of at least a majority in principal amount of all the outstanding Notes issued under this Indenture (including consents obtained before or after a Change of Control or in connection with a purchase of or tender offer or exchange offer for Notes). Section 2.9 2.12 hereof and Section 12.4 13.04 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.29.02. Upon the request of the Issuer, and upon the filing with delivery to the Trustee and the Notes Collateral Agent of evidence of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee and the Notes Collateral Agent of the documents described in Section 9.6 9.06 and 12.2 Section 13.02 hereof, the Trustee and the Notes Collateral Agent will join with the Issuer and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s or the Notes Collateral Agent’s own rights, duties, liabilities or immunities under this Indenture or otherwise, in which case each of the Trustee or the Notes Collateral Agent may in its discretion, but will not be obligated to, enter into such amended or supplemental indenture. Without the consent of each Holder of Notes affected, an amendment, supplement or waiver may not, with respect to any Notes issued thereunder hereunder and held by a nonconsenting Holder:

With Consent of Holders. Except as provided below in this Section 9.2, the Issuer, the Guarantors Guarantors, the Trustee and the Trustee Collateral Agent may amend or supplement this Indenture, any Guarantee Guarantee, the Security Documents and the Notes issued hereunder with the consent of the Holders of at least a majority in principal amount of all the outstanding Notes issued under this Indenture, including, without limitation, consents obtained before or after a Change of Control or in connection with a purchase of, or tender offer or exchange offer for, Notes, and, subject to Section 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 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 principal amount of all the outstanding Notes issued under this Indenture (including consents obtained before or after a Change of Control or in connection with a purchase of or tender offer or exchange offer for Notes). Section 2.9 2.12 hereof and Section 12.4 14.4 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the Issuer, and upon the filing with delivery to the Trustee and the Collateral Agent, as applicable, of evidence of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee and/or the Collateral Agent of the documents described in Section 9.6 and 12.2 14.2 hereof, the Trustee and/or the Collateral Agent will join with the Issuer and the Guarantors in the execution of such amended or supplemental indenture indenture, security documents or intercreditor agreements unless such amended or supplemental indenture affects indenture, security documents or intercreditor agreements affect the Trustee’s or the Collateral Agent’s own rights, duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee or the Collateral Agent, as applicable, may in its discretion, but will not be obligated to, enter into such amended or supplemental indenture, security documents or intercreditor agreements. Without the consent of each Holder of Notes affected, an amendment, supplement or waiver may not, with respect to any Notes issued thereunder and held by a nonconsenting Holder:

With Consent of Holders. Except as provided below in this Section 9.29.02, the Issuer, the Guarantors Issuer and the Trustee may amend or supplement this IndentureIndenture (including, any Guarantee without limitation, Section 4.07 hereof), the Subsidiary Guarantees and the Notes issued hereunder with the consent of the Holders of at least a majority in principal amount of the Notes (including, without limitation, Additional Notes, if any) then outstanding Notes issued under this Indenture, 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 6.7 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Subsidiary Guarantees or the Notes and the Guarantees may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes 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 for, or purchase of, the Notes). Section 2.9 hereof and Section 12.4 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 Issuer, and upon the filing with the Trustee of evidence of It is not be necessary for the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.6 and 12.2 hereof, the Trustee will join with the Issuer and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s own rights, duties, liabilities or immunities under this Indenture Section 9.02 to approve the particular form of any proposed amendment or otherwise, in which case the Trustee may in its discretionwaiver, but will not be obligated to, enter into it is sufficient if such amended or supplemental indentureconsent approves the substance thereof. Without the consent of each Holder of Notes affected, After an amendment, supplement or waiver may under this Section 9.02 becomes effective, the Issuer shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture 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 Issuer with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes issued thereunder and held by a nonconsenting non-consenting Holder:):

With Consent of Holders. Except as provided below in this Section 9.29.02, the IssuerIssuers, the Guarantors Guarantors, the Trustee and the Trustee Collateral Agent may amend or supplement this Indenture, any Guarantee the Notes and the Notes issued hereunder Guarantees and the Supplemental Guarantee or the Security Documents with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding Notes issued under this Indenture, including, without limitation, 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), and, subject to Section 6.4 Sections 6.04 and 6.7 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, any Guarantees, the Supplemental Guarantee or the Notes and the Guarantees or any Security Document may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes issued under this Indenture (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for for, or purchase of, the Notes). ; Section 2.9 2.08 hereof and Section 12.4 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 IssuerIssuers accompanied by a resolution of their respective boards of directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.6 and 12.2 7.02 hereof, the Trustee will shall join with the Issuer Issuers (and, in respect of any Guarantee or the Supplemental Guarantee, the applicable Guarantors and the Guarantors Supplemental Guarantor) 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 indenture. Without It shall not be necessary for the consent of each Holder the Holders under this Section 9.02 to approve the particular form of Notes affectedany proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver may under this Section 9.02 becomes effective, the Issuers shall deliver to the Holders affected thereby 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 of Notes, an amendment or waiver under this Section 9.02 may not (with respect to any Notes issued thereunder and held by a nonconsenting non-consenting Holder:):

With Consent of Holders. Except as provided below in this Section 9.29.02, the Issuer, the Guarantors and the Trustee may amend or supplement this Indenture, any Guarantee the Notes and the Notes issued hereunder Guarantees with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding Notes issued under this Indenture, including, without limitation, 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), and, subject to Section 6.4 Sections 6.04 and 6.7 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees or the Notes and the Guarantees may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes issued under this Indenture (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for for, or purchase of, the Notes). ; Section 2.9 2.08 hereof and Section 12.4 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 IssuerIssuer 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 Section 9.6 and 12.2 7.02 hereof, the Trustee will shall join with the Issuer and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties, 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 each Holder the Holders under this Section 9.02 to approve the particular form of Notes affectedany proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall 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, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Without the consent of each affected Holder of Notes, an amendment or waiver under this Section 9.02 may not, with respect to any Notes issued thereunder and held by a nonconsenting non-consenting Holder:

With Consent of Holders. Except as provided below in this Section 9.2, the Issuer, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes and any Guarantee and the Notes issued hereunder with the consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes issued under this Indenturethen outstanding, including, without limitation, 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, and Additional Interest, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes and the Guarantees may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes, other than Notes issued under this Indenture beneficially owned by the Issuer or its Affiliates (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Section 2.9 2.10 hereof and Section 12.4 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 Issuer, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.6 and 12.2 13.4 hereof, the Trustee will shall join with the Issuer and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties, 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 the consent of each Holder of Notes affectedaffected Holder, an amendment, supplement amendment or waiver may not, with respect to any Notes issued thereunder and held by a nonconsenting non-consenting Holder:

With Consent of Holders. Except as provided below in this Section 9.2, the Issuer, the Guarantors and the Trustee may amend or supplement this Indenture, any Guarantee and the Notes issued hereunder with the consent of the Holders of at least a majority in principal amount of all the outstanding Notes issued under this Indenture, including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes, and, subject to Section 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 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 principal amount of all the outstanding Notes issued under this Indenture (including consents obtained in connection with a purchase of or tender offer or exchange offer for Notes). Section 2.9 2.12 hereof and Section 12.4 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 Issuer, 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 Section 9.6 and 12.2 13.2 hereof, the Trustee will join with the Issuer and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s 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, supplement or waiver may not, with respect to any Notes issued thereunder and held by a nonconsenting Holder:

With Consent of Holders. (a) Except as provided below in this Section 9.29.02, the Issuer, the Guarantors and the Trustee may amend or supplement this Indenture, any Guarantee the Notes, the Guarantees, the Notes Security Documents and the Notes issued hereunder Intercreditor Agreements (including, in each case, if applicable, the form of agreements attached thereto as exhibits) with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding Notes issued under this Indenture, including, without limitation, 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), and, subject to Section 6.4 Sections 6.04 and 6.7 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees or the Notes and the Guarantees may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes issued under this Indenture (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a 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 for 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 of 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 for Notes) shall be required. Section 2.9 2.08 hereof and Section 12.4 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the Issuer, 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 Section 9.6 and 12.2 hereof, the Trustee will join with the Issuer and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s 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, supplement or waiver may not, with respect to any Notes issued thereunder and held by a nonconsenting Holder:9.02.

With Consent of Holders. Except as provided below in Section 9.01 and this Section 9.29.02, the IssuerIssuers, the Guarantors and the Trustee may amend or supplement this IndentureIndenture with respect to a series of Notes, any Guarantee the Notes of such Series and the Notes issued hereunder related Guarantees with the consent of the Holders of at least a majority in principal amount of all the Notes then outstanding Notes issued under this Indentureof each series affected thereby, including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes, Notes of such series and, subject to Section 6.4 6.04 and 6.7 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the NotesNotes of such series, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees or the Notes and the Guarantees of such series issued thereunder may be waived with the consent of the Holders of a majority in principal amount of all the Notes then outstanding Notes issued under this Indenture of each series affected thereby (including consents obtained in connection with a purchase of or tender offer or exchange offer for Notesthe Notes of such series). Section 2.9 2.08 hereof and Section 12.4 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 IssuerIssuers accompanied by a resolution of the Board of Directors of each Issuer authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.6 and 12.2 hereof, the Trustee will shall join with the Issuer Issuers and the Guarantors in the execution of such amended or supplemental indenture 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 indenture. Without It shall not be necessary for the consent of each Holder the Holders under this Section 9.02 to approve the particular form of Notes affectedany proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Without the consent of each affected Holder, an amendment or waiver under this Section 9.02 may not, with respect to any Notes issued thereunder and of a series held by a nonconsenting non-consenting Holder:

With Consent of Holders. Except as provided below in this Section 9.2, the Issuer, the Guarantors Guarantors, the Collateral Agent and the Trustee may amend or supplement this Indenture, any Security Document, any related Guarantee 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 Notes and issued under this 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, and Additional Interest, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes Notes, the Guarantees and the Guarantees Security Documents issued hereunder may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes issued under this Indenture (including consents obtained in connection with a purchase of or tender offer or exchange offer for Notes). Section 2.9 2.11 hereof and Section 12.4 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 IssuerIssuer 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 Section 9.6 and 12.2 13.4 hereof, the Trustee will join with the Issuer and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties, 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 the consent of each Holder of Notes affected, an amendment, supplement or waiver may not, with respect to any Notes issued thereunder and held by a nonconsenting Holder:

With Consent of Holders. Except as provided below in Section 9.01 and this Section 9.29.02, the Issuer, the Guarantors and the Trustee may amend or supplement this IndentureIndenture with respect to a series of Notes, any Guarantee the Notes of such series and the Notes issued hereunder related Guarantees with the consent of the Holders of at least a majority in principal amount of all the Notes then outstanding Notes issued under this Indentureof each series affected thereby, including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes, Notes of such series and, subject to Section 6.4 6.04 and 6.7 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the NotesNotes of such series, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees or the Notes and the Guarantees of such series issued thereunder may be waived with the consent of the Holders of a majority in principal amount of all the Notes then outstanding Notes issued under this Indenture of each series affected thereby (including consents obtained in connection with a purchase of or tender offer or exchange offer for Notesthe Notes of such series). Section 2.9 2.08 hereof and Section 12.4 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 IssuerIssuer accompanied by a resolution of the Board of Directors of the Issuer authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.6 and 12.2 hereof, the Trustee will shall join with the Issuer and the Guarantors in the execution of such amended or supplemental indenture 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 indenture. Without For clarity, a Guarantor will only be required to execute amendments of the type described in this Section 9.02 if it relates to such Guarantor’s Guarantee. It shall not be necessary for the consent of each Holder the Holders under this Section 9.02 to approve the particular form of Notes affectedany proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Without the consent of each affected Holder, an amendment or waiver under this Section 9.02 may not, with respect to any Notes issued thereunder and of a series held by a nonconsenting non-consenting Holder:

With Consent of Holders. Except as provided below in this Section 9.29.02, the Issuer, the Guarantors and the Trustee may amend or supplement this Indenture, any Guarantee and the Notes issued hereunder or the Escrow Agreement may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding Notes issued under this Indenture, 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 Sections 6.04 and 6.7 hereof6.07, any existing Default or Event of Default and its consequences under this Indenture (other than a Default or Event of Default in the payment of the principal of, premium, if any, interest or interest on Liquidated Damages, if any, on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes and the Guarantees may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes issued under this Indenture (including consents obtained in connection with a purchase of or tender offer or exchange offer for Notes). Section 2.9 hereof and Section 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 IssuerCompany and the Subsidiary Guarantors, accompanied by a Board Resolution of the Company and a board resolution of each Subsidiary Guarantor authorizing the execution of any such amendment, supplement or waiver, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.6 and 12.2 9.06 hereof, the Trustee will shall join with the Issuer Company and the Subsidiary Guarantors in the execution of such amended amendment, supplement or supplemental indenture unless waiver and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended amendment, supplement or supplemental indenture waiver that adversely affects the Trustee’s its own rights, duties, liabilities or immunities under this Indenture or otherwise. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders of Notes 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 which case any way impair or affect the Trustee validity of any such amendment, supplement or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in principal amount of the Notes then outstanding may waive compliance in its discretiona particular instance by the Company with any provision of this Indenture, but will not be obligated tothe Notes or the Escrow Agreement. However, enter into such amended or supplemental indenture. Without without the consent of each Holder of Notes affected, an amendment, supplement or waiver may not, not (with respect to any Notes issued thereunder and held by a nonconsenting non-consenting Holder:):

With Consent of Holders. Except as provided below in this Section 9.2, the IssuerIssuers, the Guarantors Guarantors, the Trustee and the Trustee Notes Collateral Agent may amend or supplement this Indenture, any Guarantee Guarantee, the Collateral Documents and the Notes issued hereunder with the consent of the Holders of at least a majority in principal amount of all the outstanding Notes issued under this Indenture, including, without limitation, consents obtained before or after a Change of Control or in connection with a purchase of, or tender offer or exchange offer for, Notes, and, subject to Section 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 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 Collateral Documents may be waived with the consent of the Holders of at least a majority in principal amount of all the outstanding Notes issued under this Indenture (including consents obtained before or after a Change of Control or in connection with a purchase of or tender offer or exchange offer for Notes). Section 2.9 hereof 2.12 and Section 12.4 hereof 13.4 shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the Issuer, and upon the filing with delivery to the Trustee and the Notes Collateral Agent, as applicable, of evidence of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee and/or the Notes Collateral Agent of the documents described in Section Sections 9.6 and 12.2 hereof13.2, the Trustee and/or the Notes Collateral Agent will join with the Issuer Issuers and the Guarantors in the execution of such amended or supplemental indenture indenture, security documents or intercreditor agreements unless such amended or supplemental indenture affects indenture, security documents or intercreditor agreements affect the Trustee’s or the Notes Collateral Agent’s own rights, duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee or the Notes Collateral Agent, as applicable, may in its discretion, but will shall not be obligated to, enter into such amended or supplemental indenture, security documents or intercreditor agreements. Without the consent of each Holder of Notes affected, an amendment, supplement or waiver may not, with respect to any Notes issued thereunder and held by a nonconsenting Holder:

With Consent of Holders. Except as provided below in this Section 9.29.02, the IssuerIssuers, the Guarantors and the Trustee may amend or supplement this IndentureIndenture (including without limitation, any Guarantee Section 4.09 and Section 4.13 hereof), 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 then outstanding Notes issued under this Indenture(including, without 121 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 6.7 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 interest on on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes and Notes, or the Note Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes issued under this Indenture (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 for, or purchase of, the Notes). Section 2.9 hereof and Section 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 IssuerIssuers 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 Section 9.6 Sections 7.02, 9.05 and 12.2 13.03 hereof, the Trustee will shall join with the Issuer Issuers and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties, 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 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 Issuers shall deliver to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers 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, supplement or waiver under this Section 9.02 may not, not (with respect to any Notes issued thereunder and held by a nonconsenting non-consenting Holder:): (1) change the Stated Maturity of the principal of, or any installment of interest on, any Note; (2) reduce the principal amount of, or premium, if any, or interest on, any Note; (3) change the place of payment of principal of, or premium, if any, or interest on, any Note; (4) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note; (5) reduce the above-stated percentages of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture;

With Consent of Holders. Except as provided below in this Section 9.2Subject to SECTION 6.07, the Issuer, the Guarantors Issuer and the Trustee may amend or supplement this Indenture, the Notes, or any Guarantee and the Notes issued hereunder amended or supplemental Indenture with the written consent of the Required Holders of at least a majority in principal amount of the outstanding Notes issued under this Indenture, including, without limitation, (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 and 6.7 hereofSECTION 6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) and its consequences or compliance with any provision of this Indenture, Indenture or the Notes and the Guarantees may be waived with the consent of the Holders of a majority not less than 25% in principal amount of the Notes outstanding Notes issued under this Indenture on the date of determination (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Section 2.9 hereof The Issuer and Section 12.4 hereof shall determine which the Trustee may, with the consent of Holders of 66 2/3% in principal amount of each of the Notes are considered and the Class B Notes, respectively, outstanding on the date of determination, directly or indirectly release Liens on all or substantially all of the Collateral except in connection with a Triggering Event. The Issuer and the Trustee may, with the consent of Holders of the principal amount of Notes whose Holders must consent to be “outstanding” for the purposes of this Section 9.2an amendment, supplement or waiver, reduce such principal amount with respect to such amendment, supplement or waiver. Upon the request of the IssuerIssuer accompanied by a resolution the Board of Members of the Issuer 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 Required Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.6 and 12.2 hereofSECTION 9.06, the Trustee will shall join with the Issuer and the Guarantors in the execution of such amended or supplemental indenture unless Indenture, but the Trustee shall not be obligated to enter into any such amended or supplemental indenture Indenture that affects the Trustee’s 's own rights, duties, liabilities duties or immunities under this Indenture Indenture, the Collateral Documents 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, After an amendment, supplement or waiver under this Section becomes effective, the Issuer shall mail to the Holders affected thereby a notice of the effectiveness of any amendment under this SECTION 9.02 briefly describing the amendment, supplement or waiver. Notwithstanding the provisions of this SECTION 9.02, without the consent of each Holder affected, an amendment or waiver may not, not (with respect to any Notes issued thereunder and held by a nonconsenting Holder:):

With Consent of Holders. Except as provided below in this Section 9.29.02, the Issuer, the Guarantors Issuer and the Trustee may amend or supplement this Indenture, any Guarantee Indenture 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 then outstanding Notes issued under this Indenture(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 6.7 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 or Additional Interest, if any, or interest on on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes and or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes issued under this Indenture (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 for, or purchase of, the Notes). Section 2.9 hereof and Section 12.4 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 Issuer accompanied by a resolution of its Board of Directors authorizing the Issuerexecution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.6 and 12.2 7.02 hereof, the Trustee will join with the Issuer and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties, 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 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, Issuer will mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of 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 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 Issuer with any provision of this Indenture or the Notes or the Note Guarantees. However, without the consent of each Holder of Notes affected, an amendment, supplement 95 or waiver under this Section 9.02 may not, not (with respect to any Notes issued thereunder and held by a nonconsenting non-consenting Holder:):

With Consent of Holders. Except as provided below in this Section 9.2, the Issuer, the Guarantors The Issuer and the Trustee may ----------------------- amend this Indenture or supplement this Indenture, any Guarantee and the Notes issued hereunder Securities with the written consent of the Holders of at least a majority in principal amount of the then outstanding Notes issued under this Indenture, 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 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 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 principal amount of the outstanding Notes issued under this Indenture (including consents obtained in connection with a purchase of or tender offer or exchange offer for Notes). Section 2.9 hereof and Section 12.4 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2Securities. Upon the request of the Issuer, accompanied by a Board Resolution of the Issuer authorizing the execution of any such amendment to this 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 Trustee, subject to Section 9.6 and 12.2 hereof9.06, the Trustee will shall join with the Issuer and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture affects any amendment to this Indenture. The Holders of at least a majority in principal amount of the Trustee’s own rights, duties, liabilities or immunities under Securities then outstanding may waive compliance in a particular instance by the Issuer with any provision of this Indenture or otherwisethe Securities. Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments signed by such Holders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer. After an amendment or waiver under this Section becomes effective, the Issuer shall mail to the Holder of each Security affected thereby a notice briefly describing the amendment or waiver. Any failure of the Issuer 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 or waiver. It shall not be necessary for the Securityholders to approve the particular form of any proposed supplemental indenture, but will not it shall be obligated tosufficient that they shall approve the substance thereof. Notwithstanding anything in this Indenture to the contrary, enter into such amended or supplemental indenture. Without without the consent of each Holder of Notes Securityholder affected, an amendment, supplement amendment or waiver under this Section may not, : (i) reduce the amount of Securities whose Holders must consent to an amendment or waiver; (ii) reduce the rate of or extend the time for payment of interest on any Security; (iii) reduce the principal of or any premium on or change the Stated Maturity for payment of principal or premium of any Security or add or alter any redemption or repurchase provisions with respect thereto; (iv) make any Security payable in money other than that stated in the Security; (v) make any change in Section 6.04, 6.07 or this paragraph of Section 9.02; or (vi) adversely affect the relative ranking of any Security or the rights of any Securityholder under Article X. An amendment under this Section may not make any change that adversely affects the rights under Article X of any holder of Senior Indebtedness then outstanding unless such holder of such Senior Indebtedness (or a Representative therefor) consents to any Notes issued thereunder and held by a nonconsenting Holder:such change.

With Consent of Holders. Except as provided below in this Section 9.29.02, the Issuer, the Guarantors and the Trustee may amend or supplement this Indenture, any Guarantee the Notes, the Guarantees and the Notes issued hereunder Escrow Agreement, if any, with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding Notes issued under this Indenture, including, without limitation, (including 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 6.7 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees or the Notes and the Guarantees may be waived with the consent of the Holders of a majority in principal amount of the then-outstanding Notes issued under this Indenture (including Additional Notes, if any) (including consents obtained in connection with a purchase of or tender offer or exchange offer for for, or purchase of, the Notes). Section 2.9 2.08 hereof and Section 12.4 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 Issuer, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.6 and 12.2 hereof, the Trustee will shall join with the Issuer and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s 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 each Holder the Holders under this Section 9.02 to approve the particular form of Notes affectedany proposed amendment, waiver, or consent, but it shall be sufficient if such consent approves the substance thereof. For the avoidance of doubt, no amendment to, or deletion of, any of the covenants described under Article IV or Section 5.01 hereof shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or premium, if any, or interest on, the Notes. After an amendment, supplement or waiver may under this Section 9.02 becomes effective, the Issuer shall send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to send such notice, or any defect therein, shall not, with respect to however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Notwithstanding the foregoing, without the consent of each Holder representing 90% in aggregate principal amount of the Notes issued thereunder and held by a nonconsenting Holderthen outstanding, no amendment, supplement or consent may:

With Consent of Holders. (c) Except as provided below in this Section 9.2, the Issuer, the Guarantors Guarantors, the Trustee and the Trustee Collateral Agent may amend or supplement this Indenturethe Note Documents, any Guarantee the Collateral Documents and the Notes issued hereunder Intercreditor Agreement, as applicable, with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes and issued under this 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 on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenturethe Note Documents, the Notes Collateral Documents and the Guarantees Intercreditor Agreement may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes issued under this Indenture (including consents obtained in connection with a purchase of or tender offer or exchange offer for Notes). Section 2.9 2.12 hereof and Section 12.4 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 IssuerIssuer 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 Section Sections 9.6 and 12.2 13.4 hereof, the Trustee will join with the Issuer and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties, 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, supplement or waiver may not, with respect to any Notes issued thereunder and held by a nonconsenting Holder:Indenture.

With Consent of Holders. Except as provided below in this Section 9.2, the Issuer, the Guarantors Guarantors, the Trustee and the Trustee Notes Collateral Agent may amend or supplement this Indenture, any Guarantee Guarantee, the Security Documents and the Notes issued hereunder with the consent of the Holders of at least a majority in principal amount of all the outstanding Notes issued under this Indenture, including, without limitation, consents obtained before or after a Change of Control or in connection with a purchase of, or tender offer or exchange offer for, Notes, and, subject to Section 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 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 or the Security Documents may be waived with the consent of the Holders of at least a majority in principal amount of all the outstanding Notes issued under this Indenture (including consents obtained before or after a Change of Control or in connection with a purchase of or tender offer or exchange offer for Notes). Section 2.9 2.12 hereof and Section 12.4 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 Issuer, and upon the filing with delivery to the Trustee and the Notes Collateral Agent, as applicable, of evidence of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee and/or the Notes Collateral Agent of the documents described in Section 9.6 and 12.2 13.2 hereof, the Trustee and/or the Notes Collateral Agent will join with the Issuer and the Guarantors in the execution of such amended or supplemental indenture indenture, security documents or intercreditor agreements unless such amended or supplemental indenture affects indenture, security documents or intercreditor agreements affect the Trustee’s or the Notes Collateral Agent’s own rights, duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee or the Notes Collateral Agent, as applicable, may in its discretion, but will not be obligated to, enter into such amended or supplemental indenture, security documents or intercreditor agreements. Without the consent of each Holder of Notes affected, an amendment, supplement or waiver may not, with respect to any Notes issued thereunder and held by a nonconsenting Holder: