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

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, the Notes or any of the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security Documents. Upon the request of the Issuer accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture or other such amendment, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendment. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding the foregoing, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereof); (c) reduce the rate of or extend the time for payment of interest, including default interest, on any Note; (d) make any Note payable in money other than that stated in the Notes; (e) make any change in the provisions of this Indenture governing waivers of past Defaults or the rights of Holders to receive payments of principal of, premium, if any, or interest on the Notes; or (f) provide for the release of any material Pledged Equity Interests (as such term is defined in the Pledge Agreement) except in accordance with the terms of the Security Documents.

With Consent of Holders of Notes. Except as provided below in this Section 9.0210.02, the Issuer Company, the Guarantors and the Trustee may amend or supplement this Indenture, any Collateral Agreement, the Notes or any of and the Security Documents Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, Notesthe Notes and Note Guarantees), and, with such consent and subject to Sections 6.04 7.04 and 6.07 7.07 hereof, may waive any existing Default or Event of or 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 Payment Default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, any Collateral Agreement or the Notes and Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Security DocumentsNotes). Upon the request of the Issuer Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 8.02 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture Indenture, the Notes, the Note Guarantees or other such amendment any Collateral Agreement unless such amended or supplemental Indenture or other such amendment directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentIndenture. It shall not be necessary for the consent of the Holders under this Section 9.02 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 becomes effective, the Issuer Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture Indenture, Notes, Note Guarantees or Collateral Agreement or waiver. Notwithstanding In determining whether the foregoingHolders of the required principal amount of Notes have concurred in any direction, waiver or consent under this Indenture, Notes owned by the Company, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, shall be considered as though not outstanding; provided, however, that no Holder shall be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control with the Company solely by reason of ownership of such Notes. A change in a defined term used in this Section 10.02 shall be deemed to be a change to this Section 10.02. Subject to Sections 7.04 and 7.07 hereof, the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class may waive compliance by the Company, the Guarantors or the Trustee in a particular instance with any provision of this Indenture, any Collateral Agreement, the Notes or the Note Guarantees. However, without the consent of each Holder affected, an amendment amendment, supplement or waiver under this Section 9.02 10.02 may not (with respect to any Notes held by a non-consenting Holder): (a1) reduce the aggregate principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b2) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereof)Notes; (c3) reduce the rate of or extend change the time for payment of interest, including default interest, on any Note; (d4) waive a Default or Event of Default in the payment of principal of, or interest on, or premium, if any, on, the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) and a waiver of the payment default that resulted from such acceleration); (5) make any Note payable in money other than that stated in the Notes; (e6) make any change in the provisions of this Indenture governing relating to waivers of past Defaults or the rights of Holders to receive payments of principal of, or interest on, or premium, if any, or interest on on, the Notes; or; (f7) provide for release any Collateral from the Liens of the pledge and security agreements, except as contemplated by the pledge and security agreements; (8) waive a redemption payment or mandatory redemption with respect to any Notes; (9) release any Guarantor from any of any material Pledged Equity Interests (as such term is defined in the Pledge Agreement) its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture; or (10) make any change in Section 7.04 or 7.07 hereof or in the Security Documentspreceding provisions relating to amendment, supplement and waiver.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer The Company and the Trustee may amend or supplement this Indenture, the Notes or any of the Security Documents enter into a supplemental indenture with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes then outstanding of each Series affected by such supplemental indenture (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, Notesfor the Notes of such Series), andfor the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of Notes of each such Series. Except as otherwise provided herein, the Holders of at least a majority in aggregate principal amount of the outstanding Notes of each Series, by notice to the Trustee (including consents obtained in connection with a tender offer or exchange offer for the Notes of such consent and subject to Sections 6.04 and 6.07 hereof, Series) may waive any existing Default or Event of Default (other than a Default or Event of Default in compliance by the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance Company with any provision of this Indenture, Indenture or the Notes with respect to such Series. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed supplemental indenture or waiver, but it shall be sufficient if such consent approves the Security Documentssubstance thereof. Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall will not be obligated to, enter into such amended or supplemental Indenture or other such amendment. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereofIndenture. After an amendment, supplement a supplemental indenture or waiver under this Section section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement supplemental indenture or waiver. Any failure of by the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding the foregoingHowever, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (not, with respect to any Notes held by a non-consenting Holder):: (a) reduce the principal amount of Notes whose Holders must consent to an amendmentamount, supplement or waiver; (b) reduce the principal of any premium or change the fixed maturity Stated Maturity of any Note or alter or waive any of the provisions with respect to the redemption or repurchase of the Notes (provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereof)Notes; (cb) reduce the rate (or alter the method of computation) of or extend the time for payment of interest, including default defaulted interest, on any Note; (c) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes of such Series with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration; (d) make the principal of or premium, if any or interest on any Note payable in money currency other than that stated in the Notes; (e) change any place of payment where the Notes of any series or interest thereon is payable; (f) make any change in the provisions of this Indenture governing relating to waivers of past Defaults or the rights of Holders of the Notes to receive payments of principal ofof or premium, premiuminterest, if any, or interest on the NotesNotes and to institute suit for the enforcement of any such payments; (g) make any change in the foregoing amendment and waiver provisions; or (fh) provide for reduce the release percentage in principal amount of any material Pledged Equity Interests (as such term is defined in Notes, the Pledge Agreement) except in accordance with the terms consent of the Security DocumentsHolders of which is required for any of the foregoing modifications or otherwise necessary to modify or amend this Indenture or to waive any past Defaults.

With Consent of Holders of Notes. Except as provided below in this Section 9.0210.02, the Issuer Company, the Guarantors and the Trustee may amend or supplement this Indenture, any Collateral Agreement, the Notes or any of and the Security Documents Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, Notesthe Notes and Note Guarantees), and, with such consent and subject to Sections 6.04 7.04 and 6.07 7.07 hereof, may waive any existing Default or Event of or Default (other than a Default or Event of Default in the payment of the principal and Aggregate Accreted Principal Amount of, premium, if any, premium or interest on the Notes, except a payment default Payment Default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, any Collateral Agreement or the Notes and Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Security DocumentsNotes). Upon the request of the Issuer Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 8.02 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture Indenture, the Notes, the Note Guarantees or other such amendment any Collateral Agreement unless such amended or supplemental Indenture or other such amendment directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentIndenture. It shall not be necessary for the consent of the Holders under this Section 9.02 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 becomes effective, the Issuer Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture Indenture, Notes, Note Guarantees or Collateral Agreement or waiver. Notwithstanding In determining whether the foregoingHolders of the required principal amount of Notes have concurred in any direction, waiver or consent under this Indenture, Notes owned by the Company, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, shall be considered as though not outstanding; provided, however, that no Holder shall be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control with the Company solely by reason of ownership of such Notes. A change in a defined term used in this Section 10.02 shall be deemed to be a change to this Section 10.02. Subject to Sections 7.04 and 7.07 hereof, the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class may waive compliance by the Company, the Guarantors or the Trustee in a particular instance with any provision of this Indenture, any Collateral Agreement, the Notes or the Note Guarantees. However, without the consent of each Holder affected, an amendment amendment, supplement or waiver under this Section 9.02 10.02 may not (with respect to any Notes held by a non-consenting Holder): (a1) reduce the aggregate principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b2) reduce the principal or Aggregate Accreted Principal Amount of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereof)Notes; (c3) reduce the rate of or extend change the time for payment of interest, including default interest, on any Note; (d4) waive a Default or Event of Default in the payment of principal or Aggregate Accreted Principal Amount of, or interest on, or premium, if any, on, the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) and a waiver of the payment default that resulted from such acceleration); (5) make any Note payable in money other than that stated in the Notes; (e6) make any change in the provisions of this Indenture governing relating to waivers of past Defaults or the rights of Holders to receive payments of principal or Aggregate Accreted Principal Amount of, or interest on, or premium, if any, or interest on on, the Notes; or; (f7) provide for release any Collateral from the Liens of the pledge and security agreements, except as contemplated by the pledge and security agreements; (8) waive a redemption payment or mandatory redemption with respect to any Notes; (9) adversely affect the conversion rights of the Holders set forth in Article 4 hereof; (10) release any Guarantor from any of any material Pledged Equity Interests (as such term is defined in the Pledge Agreement) its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture; or (11) make any change in Section 7.04 or 7.07 hereof or in the Security Documentspreceding provisions relating to amendment, supplement and waiver.

With Consent of Holders of Notes. Except as provided below in this Section 9.029.2, the Issuer Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes and consent to amendments or any of supplements to the Security Documents and the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for the Notes), and, subject to Sections 6.4 and 6.7 hereof, any existing Default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security Documents. Upon the request of the Issuer Company and the Guarantors accompanied by a resolution of the Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 7.2 hereof, the Trustee shall join with the Issuer Company and the Guarantors in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.4 and 6.7 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereof)Notes; (c) reduce the rate of or extend change the time for payment of interest, including default interest, interest on any Note; (d) waive a Default or Event of Default in the payment of principal of or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); (e) make any Note payable in money other than that stated in the Notes; (ef) make any change in the provisions of this Indenture governing relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, premium, if any, of or interest on the NotesNotes (except as permitted in clause (g) below); (g) waive a redemption payment with respect to any Note; or (fh) provide for the release of make any material Pledged Equity Interests (as such term is defined change in the Pledge Agreement) except in accordance with the terms of the Security Documentsforegoing amendment and waiver provisions.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, the Notes Guarantees and the Notes of any series may be amended or any of the Security Documents supplemented as it relates to such series with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes of each series affected thereby (including consents obtained in connection with all such series voting as a tender offer or exchange offer for, or purchase of, Notes), single class) and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the NotesNotes of such series, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes Note Guarantees or the Security DocumentsNotes of such series may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes of each series affected thereby (all such series voting as a single class). Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.05 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders of Notes of all series affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding the foregoing, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes of such series held by a non-consenting Holder): (a) reduce the principal amount of Notes of such series whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereof); (c) reduce the rate of or extend the time for payment of interest, including default interest, interest on any NoteNote of such series; (c) reduce the principal of or extend the Stated Maturity of any Note of such series; (d) reduce the premium payable upon the redemption of any Note of such series or change the scheduled date at which any Note of such series may be redeemed; (e) make any Note Notes of such series payable in money other than that stated in the such Notes; (ef) impair the right of any Holder to receive payment of principal of and interest on such Note on or after the due dates therefore or to institute suit for the enforcement of such payment on or with respect to such Holder’s Notes; or (g) make any change in the amendment provisions of this Indenture governing waivers of past Defaults which require each Holder’s consent or the rights of Holders to receive payments of principal of, premium, if any, or interest on the Notes; or (f) provide for the release of any material Pledged Equity Interests (as such term is defined in the Pledge Agreement) except in accordance with the terms of the Security Documentswaiver provisions.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with voting as a tender offer or exchange offer for, or purchase of, Notes)single class, and, with such consent and subject to Sections Section 6.04 and Section 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes or may be waived with the Security Documentsconsent of the Holders of a majority in principal amount of the then outstanding Notes voting as a single class. Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof603 of the Base Indenture, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such amendment or waiver and such supplemental indenture (if any) comply with the Indenture. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding Subject to Section 6.04 and Section 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereof); (c) reduce the rate of or extend the time for payment of interest, including default defaulted interest, on any Note; (c) reduce the principal of or extend the Stated Maturity of any Note; (d) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed as set forth in Section 3.07; (e) make any Note Notes payable in money other than that stated in the Notes; (ef) impair the right of any Holder of Notes to receive payment of principal of and interest on such Note on or after the due dates therefore or to institute suit for the enforcement of such payment on or with respect to such Holder’s Notes; or (g) make any change in the amendment provisions of this Indenture governing waivers of past Defaults which require each Holder’s consent or the rights of Holders to receive payments of principal of, premium, if any, or interest on the Notes; or (f) provide for the release of any material Pledged Equity Interests (as such term is defined in the Pledge Agreement) except in accordance with the terms of the Security Documentswaiver provisions.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Issuers and the Trustee may amend or supplement this Indenture, the Notes or any of and the Security Documents Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes Guarantees or the Security DocumentsNotes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer for, or purchase of, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuer Issuers accompanied by a Board Resolution resolutions of each of their boards of directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer Issuers in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding the foregoing, without Without the consent of each affected Holder affectedof Notes, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (a1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; (b2) reduce the principal amount of or change the fixed final maturity of any such Note or alter or waive any of the provisions with respect to the redemption of the such Notes (provided that this subsection (b) shall not be deemed other than provisions relating to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 4.14 hereof); (c3) reduce the rate of or extend change the time for payment of interest, including default interest, interest on any Note; (d4) waive a Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders; (5) make any Note payable in money other than that stated in the Notestherein; (e6) make any change in the provisions of this Indenture governing relating to waivers of past Defaults or the rights of Holders to receive payments of principal of, of or premium, if any, or interest on the Notes; (7) make any change in these amendment and waiver provisions; (8) impair the right of any Holder to receive payment of principal of, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (9) make any change to the ranking of the Notes that would adversely affect the Holders; or (f10) provide for except as expressly permitted by this Indenture, modify the release Guarantees of any material Pledged Equity Interests (as such term is defined Significant Party in any manner adverse to the Pledge Agreement) except in accordance with the terms Holders of the Security DocumentsNotes.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer The Company and the Trustee may amend or supplement this Indenture, the Notes or any of the Security Documents enter into a supplemental indenture with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes then outstanding of each Series affected by such supplemental indenture (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, Notesfor the Notes of such Series), andfor the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of Notes of each such Series. Except as otherwise provided herein, the Holders of at least a majority in aggregate principal amount of the outstanding Notes of each Series, by notice to the Trustee (including consents obtained in connection with a tender offer or exchange offer for the Notes of such consent and subject to Sections 6.04 and 6.07 hereof, Series) may waive any existing Default or Event of Default (other than a Default or Event of Default in compliance by the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance Company with any provision of this Indenture, Indenture or the Notes with respect to such Series. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed supplemental indenture or waiver, but it shall be sufficient if such consent approves the Security Documentssubstance thereof. Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall will not be obligated to, enter into such amended or supplemental Indenture or other such amendment. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereofIndenture. After an amendment, supplement a supplemental indenture or waiver under this Section section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement supplemental indenture or waiver. Any failure of by the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding the foregoingHowever, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (not, with respect to any Notes held by a non-consenting Holder):: (a) reduce the principal amount of Notes whose Holders must consent to an amendmentamount, supplement or waiver; (b) reduce the principal of any premium or change the fixed maturity Stated Maturity of any Note or alter or waive any of the provisions with respect to the redemption or repurchase of the Notes (provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereof)Notes; (cb) reduce the rate (or alter the method of computation) of or extend the time for payment of interest, including default defaulted interest, on any Note; (c) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes of such Series with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration; (d) make the principal of or premium, if any or interest on any Note payable in money currency other than that stated in the Notes; (e) change any place of payment where the Notes of any series or interest thereon is payable; (f) make any change in the provisions of this Indenture governing relating to waivers of past Defaults or the rights of Holders of the Notes to receive payments of principal of, premiumpremium or interest, if any, or interest on the NotesNotes and to institute suit for the enforcement of any such payments; (g) make any change in the foregoing amendment and waiver provisions; or (fh) provide for reduce the release percentage in principal amount of any material Pledged Equity Interests (as such term is defined in Notes, the Pledge Agreement) except in accordance with the terms consent of the Security DocumentsHolders of which is required for any of the foregoing modifications or otherwise necessary to modify or amend this Indenture or to waive any past Defaults.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company and the Trustee may amend or supplement this IndentureIndenture (including Section 3.09, 4.10 and 4.15 hereof) and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for the Security DocumentsNotes). Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture Indenture. The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Holders on such record date, or other their duly designated proxies, and only such amendmentPersons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided, that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 180 days after such record date, any such consent previously given shall automatically and without further action by any Holder be canceled and of no further effect. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (except as provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver above with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 Sections 4.10 and 4.15 hereof); (c) reduce the rate of or extend change the time for payment of interest, including default interest, on any Note; (d) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (e) make any Note payable in money other than that stated in the Notes; (ef) make any change in the provisions of this Indenture governing relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, premium, if any, of or interest on the Notes; or (fg) provide for the release of waive a redemption payment with respect to any material Pledged Equity Interests Note (as such term is defined other than a payment required by Sections 3.09, 4.10 and 4.15 hereof). (h) make any change in Section 6.04 or 6.07 hereof or in the Pledge Agreement) except in accordance with the terms of the Security Documentsforegoing amendment and waiver provisions.

With Consent of Holders of Notes. Except as provided below in this Section 9.029.2, the Issuer and the Trustee may amend or supplement as provided in Section 10.13 or Section 12.13, this Indenture, the Notes or any of the Security Documents Note Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer foroffer, or purchase of, for Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security DocumentsNote Guarantees may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with or a tender offer or exchange offer for the Notes). Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.6 hereof, the Trustee shall join with the Issuer Company and the Subsidiary Guarantors in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretionmay, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Issuer Company shall mail to the Holders of each Note affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding Subject to Sections 6.2, 6.4, 6.7, 10.13 and 12.13 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding may amend or waive compliance in a particular instance by the Company or the Subsidiary Guarantors with any provision of this Indenture, the Notes or the Note Guarantees. However, without the consent of each Holder affected, an amendment amendment, or waiver under this Section 9.02 may not (with respect to any Notes Note held by a non-consenting Holder): (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (provided that this subsection (b) shall not be deemed other than provisions relating to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 Sections 3.9, 4.10 and 4.14 hereof); (c) reduce the rate of or extend change the time for payment of interest, including default interest, interest on any Note; (d) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); (e) make any Note payable in money other than that stated in the Notes; (ef) make any change in Section 6.4 or 6.7 hereof; (g) waive a redemption or repurchase payment with respect to any Note (other than a payment required by Section 4.10 or 4.14 hereof); or (h) make any change in the amendment and waiver provisions of this Indenture governing waivers of past Defaults or the rights of Holders to receive payments of principal of, premium, if any, or interest on the Notes; or (f) provide for the release of any material Pledged Equity Interests (as such term is defined in the Pledge Agreement) except in accordance with the terms of the Security DocumentsArticle 9.

With Consent of Holders of Notes. Except as provided below in this Section 9.0211.02, the Issuer Company and the Trustee may amend or supplement this Indenture, Indenture and the Notes or any of the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, with such consent and subject to Sections 6.04 8.04 and 6.07 8.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default Default resulting from an acceleration that has been rescinded) or compliance with any provision of this IndentureIndenture or the Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Sections 2.08 and 2.09 hereof shall determine which Notes or the Security Documentsare considered to be “outstanding” for purposes of this Section 11.02. Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.02 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 11.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding Subject to Sections 8.04 and 8.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 11.02 may not (with respect to any Notes held by a non-consenting Holder): (a) reduce change the stated maturity of the principal amount of Notes whose Holders must consent to an amendmentof, supplement or waiverinterest on, any Note; (b) reduce the principal amount of or change the fixed maturity of any Note or alter or waive interest on any of the provisions with respect to the redemption of the Notes (provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereof)Note; (c) reduce the rate amount of or extend principal payable upon acceleration of the time for payment maturity of interest, including default interest, on any Note; (d) make change the place or currency of payment of principal of, or any Note payable in money other than that stated in the Notesinterest on, any Note; (e) make impair the right to institute suit for the enforcement of any change in payment on, or with respect to, any Note; (f) modify the provisions with respect to the purchase right of the Holders upon a Change in Control in a manner adverse to Holders; (g) modify the subordination provisions in Article 5 hereof in a manner materially adverse to the Holders of Notes; (h) adversely affect the right of Holders to convert Notes pursuant to Article 4 hereof other than as provided in this Indenture; (i) reduce the percentage in principal amount of outstanding Notes required for modification or amendment of this Indenture governing waivers provided for in this Article 11; (j) reduce the percentage in principal amount of past Defaults or the rights outstanding Notes necessary for waiver of Holders to receive payments of principal of, premium, if any, or interest on the Notescompliance set forth in Section 8.04 and Section 8.07; or (fk) modify provisions with respect to Section 11.02 hereof, except to increase the percentage required for modification or waiver or to provide for the release consent of any material Pledged Equity Interests (as such term is defined in the Pledge Agreement) except in accordance with the terms each affected Holder of the Security DocumentsNotes.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Issuers and the Trustee may amend or supplement this Indenture, the Notes Notes, the Subsidiary Guarantees or any of the Security Collateral Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes Notes, the Subsidiary Guarantees or the Security DocumentsCollateral Documents may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). The Issuers may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect. Upon the request of the Issuer Issuers accompanied by a resolution of their Management Committee or Board Resolution of Directors, as applicable, authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer Issuers and the Subsidiary Guarantors in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentIndenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Issuers shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Issuers to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the then outstanding Notes voting as a single class may waive compliance in a particular instance by the Issuers or the Subsidiary Guarantors with any provision of this Indenture, the Subsidiary Guarantees, the Collateral Documents or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (a1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b2) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption price payable upon redemption of the Notes (provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereof)Notes; (c3) reduce the rate of or extend change the time for payment of interest, including default interest, interest on any Note; (d4) waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of Notes and a waiver of the payment default that resulted from such acceleration); (5) make any Note payable in money other than that stated in the Notes; (e6) make any change in the provisions of this the Indenture governing relating to waivers of past Defaults or Events of Default or the rights of Holders of Notes to receive payments of principal of, premium, if any, or interest or premium on the Notes; or; (f7) provide for release any Subsidiary Guarantor from any of its obligations under its Subsidiary Guarantee or the release of any material Pledged Equity Interests (as such term is defined in the Pledge Agreement) Indenture, except in accordance with the terms of this Indenture; (8) waive a redemption payment with respect to any Note or modify the Security Documentsobligations of the Issuers to make offers to purchase Notes (i) upon a Change of Control after the occurrence of a Change of Control or (ii) from the proceeds of one or more Asset Sales after the aggregate amount of Excess Proceeds from such Asset Sales exceeds $5.0 million; (9) release all or substantially all of the Collateral from the Lien of the Indenture or the Collateral Documents (except in accordance with the provisions thereof); or (10) make any change in the preceding amendment and waiver provisions. Any amendment to, or waiver of, the provisions of any of the Collateral Documents relating Section 4.12 hereof or the security provisions of this Indenture will require the consent of the Holders of at least 66 2/3% in principal amount of the Notes then outstanding.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company, the Guarantors and the Trustee may amend or supplement this Indenture, Indenture and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security Documents. Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee shall join with the Issuer Company and the Guarantors in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (except as provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 Sections 3.09, 4.10 and 4.15 hereof); (c) reduce the rate of or extend change the time for payment of interest, including default interest, interest on any Note; (d) waive a Default or Event of Default in the payment of principal of or premium, interest or Liquidated Damages, if any, on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); (e) make any Note payable in money other than that stated in the Notes; (ef) make any change in the provisions of this Indenture governing relating to waivers of past Defaults or Events of Default or the rights of Holders of Notes to receive payments of principal ofof or premium, premiuminterest or Liquidated Damages, if any, or interest on the NotesNotes (except as permitted in clause (g) below); (g) waive a redemption payment with respect to any Note (other than a payment required by Sections 4.10 and 4.15 hereof); (h) alter the ranking of the Notes relative to other Indebtedness of the Company; or (fi) provide for the release of make any material Pledged Equity Interests (as such term is defined change in the Pledge Agreement) except in accordance with the terms of the Security Documentsforegoing amendment and waiver provisions.

With Consent of Holders of Notes. Except as provided below in Section 9.01 or in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, any Guarantee and the Notes or any of the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (outstanding, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof6.07, may waive any existing Default or Event of Default (other than a Default or Event of continuing Default in the payment of the principal ofinterest on, premium, if any, or interest on the Notesprincipal of, any Note, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes or the Security Documents. Upon the request of the Issuer accompanied by a Board Resolution authorizing the execution of any such amended or supplemental issued under this Indenture or other such amendment, and upon the filing may be waived with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of a majority in aggregate principal amount of the documents described then outstanding Notes (including consents obtained in Section 7.02 hereofconnection with a purchase of, or tender offer or exchange offer for, the Trustee Notes). Sections 2.08 and 2.09 shall join with the Issuer in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in determine which case the Trustee may in its discretion, but shall not Notes are considered to be obligated to, enter into such amended or supplemental Indenture or other such amendment. It shall not be necessary “outstanding” for the purposes of this Section 9.02. The consent of the Holders of Notes is not necessary under this Section 9.02 Indenture to approve the particular form of any proposed amendment, supplement or waiver, but it shall be . It is sufficient if such consent approves the substance thereofof the proposed amendment. A consent to any amendment or waiver under this Indenture by any Holder given in connection with a tender of such Holder’s Notes shall not be rendered invalid by such tender. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall deliver electronically or mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture amendment, supplement or waiver. Notwithstanding the foregoing, without Without the consent of each affected Holder affectedof Notes, an amendment or waiver under this Section 9.02 may not (not, with respect to any Notes held by a non-consenting Holder):: (a1) reduce the percentage of the aggregate principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b2) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereof)Note; (c3) reduce the rate of or extend change the time for payment of interest, including default interest, interest on any Note; (d4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration; (5) make any Note payable in money other than that stated in the Notessuch Note; (e6) make any change in the provisions of this Indenture governing relating to waivers of past Defaults or the rights of Holders to receive payments of principal of, of or premium, if any, or interest on the Notes; (7) reduce the premium payable upon, or otherwise alter or waive in a manner that would materially adversely affect any Holder the provisions with respect to, the redemption of any Note or change the time at which any Note may be redeemed as described under Section 3.07 (other than any change to the notice periods with respect to such redemption); (8) impair the right of any Holder to institute suit for the enforcement of any payment on or with respect to such ▇▇▇▇▇▇’s Notes; (9) make the Notes (or any Guarantee) subordinated in right of payment to any other obligations or otherwise modify the ranking of the Notes in a way that would materially adversely affect the Holder; or (f10) provide for the release of make any material Pledged Equity Interests (as such term is defined change in the Pledge Agreement) except in accordance with the terms of the Security Documentsthese amendment and waiver provisions.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes or any of Notes, the Security Documents Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security Documents. Upon the written request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture indenture or such other such amendmentagreement, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee shall join with the Issuer Company and the Guarantors in the execution of such amended or supplemental Indenture indenture or such other such amendment agreement unless such amended or supplemental Indenture indenture or such other such amendment agreement affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or such other agreement or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption or purchase of the Notes (provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver with respect to by the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereof)Company; (c) reduce the rate of or extend change the time for payment of interest, including default interest, interest on any Note; (d) waive a Default or Event of Default in the payment of principal of or premium or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); (e) make any Note payable in money other than that stated in the Notes; (ef) make any change in the provisions of this Indenture governing relating to waivers of past Defaults or Events of Default or the rights of Holders of Notes to receive payments of principal of, of or premium, if any, or interest on the Notes; (g) waive a redemption or repurchase payment with respect to any Note; (h) make any change in the ranking of the Notes relative to other Indebtedness of the Company or in any Subsidiary Guarantees relative to other Indebtedness of the Guarantors, in either case in a manner adverse to the Holders of Notes; (i) release any Guarantor from any of its obligations under its Subsidiary Guarantee or the Indenture, except in accordance with Sections 10.04, 10.05 and 10.06 hereof; (j) release any Lien on the Collateral, except in accordance with Section 11.04 hereof; (k) make any change in the provisions of Section 4.19 hereof in a manner adverse to the Holders; or (fl) provide for the release of make any material Pledged Equity Interests (as such term is defined change in the Pledge Agreement) except in accordance with the terms of the Security Documentsforegoing amendment, supplement and waiver provisions.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company and the Trustee may amend or supplement this Indenture, Indenture and the Notes and any Subsidiary Guarantees may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a purchase of, tender offer or exchange offer for, Notes). The determination as to which Notes are considered to be "outstanding" for purposes of this Section 9.02 shall be made in accordance with the Security Documentsprovisions of Section 2.08 hereof. Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment directly affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentIndenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereof)Notes; (c) reduce the rate of or extend change the time for payment of interest, including default interest, interest on any Note; (d) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); (e) make any Note payable in money other than that stated in the Notes; (ef) make any change in the provisions of this Indenture governing relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, of or premium, if any, or interest on the Notes; or; (fg) provide for the release of waive a redemption payment with respect to any material Pledged Equity Interests (as such term is defined Note or make any change in Sections 4.10, 4.15, 6.04 or 6.07 hereof or in the Pledge Agreement) except in accordance with the terms of the Security Documentsforegoing amendment and waiver provisions.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, the Notes or any of the Security Documents with With the consent of the Holders of at least not less than a majority in aggregate principal amount of the outstanding Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, Notes), andthe Issuer, with such consent the Guarantors and subject the Trustee may enter into an indenture or indentures supplemental to Sections 6.04 and 6.07 hereof, may waive this Indenture for the purpose of adding any existing Default provisions to or Event of Default (other than a Default changing in any manner or Event of Default in the payment eliminating any of the principal of, premium, if any, provisions of this Indenture or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) Notes or compliance with of modifying in any provision manner the rights of the Holders of the Notes under this Indenture, including the Notes or the Security Documents. Upon the request of the Issuer accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture or other such amendment, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendment. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall notdefinitions herein; provided, however, in any way impair or affect the validity of any that no such amended or supplemental Indenture or waiver. Notwithstanding the foregoingindenture shall, without the consent of the Holder of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):outstanding Note affected thereby: (a1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity Stated Maturity of any Note or alter of any installment of interest on any Note, or waive any reduce the amount payable in respect of the principal thereof or the rate of interest thereon or any premium payable thereon, or reduce the amount that would be due and payable on acceleration of the maturity thereof, or change the place of payment where, or the coin or currency in which, any Note or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof, or change the date on which any Notes may be subject to redemption or reduce the Redemption Price therefor; (2) reduce the percentage in aggregate principal amount of the outstanding Notes, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; (3) modify the obligations of the Company to make Offers to Purchase upon a Change of Control or from the Excess Proceeds of Asset Sales if such modification is made after the time that the Company is required to make an Offer to Purchase in connection with respect to a Change of Control or Asset Sale; (4) modify or change any provision of this Indenture affecting the redemption ranking of the Notes (provided that this subsection (b) shall not be deemed to apply to or any alteration of or waiver with respect Note Guarantee in a manner adverse to the definition Holders of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereof); (c) reduce the rate of or extend the time for payment of interest, including default interest, on any Note; (d) make any Note payable in money other than that stated in the Notes; (e5) make modify any change in of the provisions of this paragraph or provisions relating to waiver of defaults or certain covenants, except to increase any such percentage required for such actions or to provide that certain other provisions of this Indenture governing waivers cannot be modified or waived without the consent of past Defaults or the rights Holder of Holders to receive payments of principal of, premium, if any, or interest on the Noteseach outstanding Note affected thereby; or (f6) provide for the release of any material Pledged Equity Interests Note Guarantees required to be maintained under this Indenture (as such term is defined in the Pledge Agreement) except other than in accordance with the terms of this Indenture). The Holders of not less than a majority in aggregate principal amount of the Security Documentsoutstanding Notes may on behalf of the Holders of all the Notes waive any past default under this Indenture and its consequences, except a default: (1) in any payment in respect of the principal of (or premium, if any) or interest on any Notes (including any Note which is required to have been purchased pursuant to an Offer to Purchase which has been made by the Issuer); or (2) in respect of a covenant or provision hereof which under this Indenture cannot be modified or amended without the consent of the Holder of each outstanding Note affected, each of which, for the avoidance of doubt, shall require the consent of all the Holders of the Notes outstanding.

With Consent of Holders of Notes. Except as provided below in Section 9.01 or in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, any Guarantee and the Notes or any of the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (outstanding, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof6.07, may waive any existing Default or Event of Default (other than a Default or Event of continuing Default in the payment of the principal ofinterest on, premium, if any, or interest on the Notesprincipal of, any Note, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes or the Security Documents. Upon the request of the Issuer accompanied by a Board Resolution authorizing the execution of any such amended or supplemental issued under this Indenture or other such amendment, and upon the filing may be waived with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of a majority in aggregate principal amount of the documents described then outstanding Notes (including consents obtained in Section 7.02 hereofconnection with a purchase of, or tender offer or exchange offer for, the Trustee Notes). Sections 2.08 and 2.09 shall join with the Issuer in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in determine which case the Trustee may in its discretion, but shall not Notes are considered to be obligated to, enter into such amended or supplemental Indenture or other such amendment. It shall not be necessary “outstanding” for the purposes of this Section 9.02. The consent of the Holders of Notes is not necessary under this Section 9.02 Indenture to approve the particular form of any proposed amendment, supplement or waiver, but it shall be . It is sufficient if such consent approves the substance thereofof the proposed amendment. A consent to any amendment or waiver under this Indenture by any Holder given in connection with a tender of such Holder’s Notes shall not be rendered invalid by such tender. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall deliver electronically or mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture amendment, supplement or waiver. Notwithstanding the foregoing, without Without the consent of each affected Holder affectedof Notes, an amendment or waiver under this Section 9.02 may not (not, with respect to any Notes held by a non-consenting Holder):: (a1) reduce the percentage of the aggregate principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b2) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereof)Note; (c3) reduce the rate of or extend change the time for payment of interest, including default interest, interest on any Note; (d4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration; (5) make any Note payable in money other than that stated in the Notessuch Note; (e6) make any change in the provisions of this Indenture governing relating to waivers of past Defaults or the rights of Holders to receive payments of principal of, of or premium, if any, or interest on the Notes; (7) reduce the premium payable upon, or otherwise alter or waive in a manner that would materially adversely affect any Holder the provisions with respect to, the redemption of any Note or change the time at which any Note may be redeemed as described under Section 3.07 (other than any change to the notice periods with respect to such redemption); (8) impair the right of any Holder to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (9) make the Notes (or any Guarantee) subordinated in right of payment to any other obligations or otherwise modify the ranking of the Notes in a way that would materially adversely affect the Holder; or (f10) provide for the release of make any material Pledged Equity Interests (as such term is defined change in the Pledge Agreement) except in accordance with the terms of the Security Documentsthese amendment and waiver provisions.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes or any of Notes, the Security Documents Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for the Security DocumentsNotes). Upon the written request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture indenture or such other such amendmentagreement, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee shall join with the Issuer Company and the Guarantors in the execution of such amended or supplemental Indenture indenture or such other such amendment agreement unless such amended or supplemental Indenture indenture or such other such amendment agreement affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or such other agreement or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption or purchase of the Notes (provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver with respect to by the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereof)Company; (c) reduce the rate of or extend change the time for payment of interest, including default interest, interest on any Note; (d) waive a Default or Event of Default in the payment of principal of or premium or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); (e) make any Note payable in money other than that stated in the Notes; (ef) make any change in the provisions of this Indenture governing relating to waivers of past Defaults or Events of Default or the rights of Holders of Notes to receive payments of principal of, of or premium, if any, or interest on the Notes; (g) waive a redemption or repurchase payment with respect to any Note; (h) make any change in the ranking of the Notes relative to other Financial Indebtedness of the Company or in any Note Guarantees relative to other Financial Indebtedness of the Guarantors, in either case in a manner adverse to the Holders; (i) release any Guarantor from any of its obligations under its Note Guarantee or the Indenture, except in accordance with Sections 10.04, 10.05 and 10.06 hereof; (j) release any Lien on the Collateral, except in accordance with Section 11.04 hereof; (k) make any change in the provisions of Section 4.21 or 4.22 hereof in a manner adverse to the Holders; or (fl) provide for the release of make any material Pledged Equity Interests (as such term is defined change in the Pledge Agreement) except in accordance with the terms of the Security Documentsforegoing amendment, supplement and waiver provisions.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, the Notes or any of the Security Documents with With the consent of the Holders of at least not less than a majority in aggregate principal amount of the Notes then outstanding (including consents obtained Notes, the Issuer, the Guarantors and the Trustee may enter into an indenture or indentures supplemental to this Indenture for the purpose of adding any provisions to or changing in connection with a tender offer any manner or exchange offer for, or purchase of, Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive eliminating any existing Default 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 provisions of this Indenture, Indenture or the Notes or of modifying in any manner the Security Documents. Upon the request of the Issuer accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture or other such amendment, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendment. It shall not be necessary for the consent rights of the Holders under this Section 9.02 to approve Indenture, including the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall notdefinitions herein; provided, however, in any way impair or affect the validity of any that no such amended or supplemental Indenture or waiver. Notwithstanding the foregoingindenture shall, without the consent of the Holder of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):outstanding Note affected thereby: (a1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity Stated Maturity of any Note or alter of any installment of interest on any Note, or waive reduce the amount payable in respect of the principal thereof or the rate of interest thereon or any premium payable thereon, or reduce the amount that would be due and payable on acceleration of the maturity thereof, or change the place of payment where, or the coin or currency in which, any Note or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof, or change the date on which any Notes may be subject to redemption or reduce the Redemption Price therefor, (2) reduce the percentage in aggregate principal amount of the outstanding Notes, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, (3) modify the obligations of the Company to make Offers to Purchase upon a Change of Control or from the Excess Proceeds of Asset Sales if such modification was done after the occurrence of such Change of Control or such Asset Sale, (4) modify or change any provision of this Indenture affecting the ranking of the Notes or any Note Guarantee in a manner adverse to the Holders of the Notes, (5) modify any of the provisions with respect of this paragraph or provisions relating to the redemption waiver of the Notes (provided defaults or certain covenants, except to increase any such percentage required for such actions or to provide that this subsection (b) shall not be deemed to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any certain other defined terms used in such definitions) contained in Section 1.01 hereof); (c) reduce the rate of or extend the time for payment of interest, including default interest, on any Note; (d) make any Note payable in money other than that stated in the Notes; (e) make any change in the provisions of this Indenture governing waivers cannot be modified or waived without the consent of past Defaults or the rights Holder of Holders to receive payments of principal ofeach outstanding Note affected thereby, premium, if any, or interest on the Notes; or (f6) provide for the release of any material Pledged Equity Interests Guarantees required to be maintained under this Indenture (as such term is defined in the Pledge Agreement) except other than in accordance with the terms of this Indenture). The Holders of not less than a majority in aggregate principal amount of the Security Documentsoutstanding Notes may on behalf of the Holders of all the Notes waive any past default under this Indenture and its consequences, except a default: (1) in any payment in respect of the principal of (or premium, if any) or interest on any Notes (including any Note which is required to have been purchased pursuant to an Offer to Purchase which has been made by the Issuer), or (2) in respect of a covenant or provision hereof which under this Indenture cannot be modified or amended without the consent of the Holder of each outstanding Note affected, each of which, for the avoidance of doubt, shall require the consent of all the Holders of the Notes outstanding.

With Consent of Holders of Notes. Except as provided below in this Section ‎Section 9.02, the Issuer Issuers and the Trustee may amend or supplement this Indenture, the Security Documents, any Guarantee and the Notes or any of the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, for Notes), and, with such consent and subject to Sections ‎Section 6.04 and ‎Section 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of continuing Default in the payment of the principal ofinterest on, premium, if any, or interest on the Notesprincipal of, the Note, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes or the Security Documents. Upon the request of the Issuer accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture or other such amendment, and upon the filing issued hereunder may be waived with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of a majority in principal amount of the documents described then outstanding Notes (including consents obtained in Section 7.02 hereofconnection with a tender offer or exchange offer for, or purchase of, the Trustee Notes). Sections ‎2.08 and ‎2.09 hereof shall join with determine which of the Issuer in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not Notes are considered to be obligated to, enter into such amended or supplemental Indenture or other such amendment. It shall not be necessary “outstanding” for the purposes of this ‎Section 9.02. The consent of the Holders of Notes under this Section ‎Section 9.02 is not necessary under this Indenture to approve the particular form of any proposed amendment, supplement or waiver, but it shall be . It is sufficient if such consent approves the substance thereofof the proposed amendment. After an amendment, supplement or waiver under this Section ‎Section 9.02 becomes effective, the Issuer Issuers shall deliver electronically or mail to the Holders of the Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Issuers to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture amendment, supplement or waiver. Notwithstanding the foregoing, without Without the consent of each affected Holder affectedof Notes, an amendment or waiver under this Section 9.02 may not (not, with respect to any Notes held by a non-consenting Holder):: (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal amount of or change the fixed final maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (provided that this subsection (b) shall not be deemed other than provisions relating to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 ‎Section 3.09, ‎Section 4.10 and ‎Section 4.14 hereof); (c) reduce the rate of or extend change the time for payment of interest, including default interest, interest on any Note; (d) waive a Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture, the Security Documents or any Guarantee which cannot be amended or modified without the consent of all Holders; (e) make any Note payable in money other than that stated in the Notestherein; (ef) make any change in the provisions of this Indenture governing relating to waivers of past Defaults or the rights of Holders to receive payments of principal of, of or premium, if any, or interest on the Notes; (g) make any change in these amendment and waiver provisions as it relates to Notes; (h) impair the contractual right of any Holder to receive payment of principal of, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes (which, for the avoidance of doubt, shall not prohibit amendments to or waivers from ‎Section 4.14 or ‎Section 4.10 at any time prior to the occurrence of the relevant Change of Control or Asset Sale); (i) make any change to or modify the ranking of the Notes that would adversely affect the Holders in any material respect; or (f) provide for the release of any material Pledged Equity Interests (as such term is defined in the Pledge Agreementj) except in accordance with as expressly permitted by this Indenture, modify the terms of the Security DocumentsGuarantees of any Significant Subsidiary in any manner adverse to the Holders of the Notes.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Issuer, any Guarantor (with respect to a Guarantee or this Indenture) and the Trustee may amend or supplement this Indenture, the Indenture and any Guarantee or Notes or any of the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding (including 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, Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes Guarantees or the Security DocumentsNotes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including 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, Notes, in each case other than Notes beneficially owned by the Issuer or its Affiliates. Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuer accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding the foregoing, without Without the consent of each affected Holder affectedof Notes, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (a1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; (b2) reduce the principal of or change the fixed final maturity of any such Note or alter or waive any of the provisions with respect to the redemption of the such Notes (provided other than provisions relating to Section 3.09, Section 4.10 and Section 4.14 hereof to the extent that this subsection (b) shall any such amendment or waiver does not be deemed to apply to any alteration have the effect of reducing the principal of or waiver changing the fixed final maturity of any such Note or altering or waiving the provisions with respect to the definition redemption of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereofNotes); (c3) reduce the rate of or extend change the time for payment of interest, including default interest, interest on any Note; (d4) waive a Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders; (5) make any Note payable in money other than that stated in the Notestherein; (e6) make any change in the provisions of this Indenture governing relating to waivers of past Defaults or the rights of Holders to receive payments of principal of, of or premium, if any, or interest on the Notes; (7) make any change in these amendment and waiver provisions; (8) impair the right of any Holder to receive payment of principal of, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (9) make any change to or modify the ranking of this Indenture or the Notes that would adversely affect the Holders; or (f10) provide for except as expressly permitted by this Indenture, modify the release Guarantee of any material Pledged Equity Interests Significant Subsidiary (as such term is defined or any group of Subsidiaries that together would constitute a Significant Subsidiary) in any manner adverse to the Pledge Agreement) except in accordance with the terms of the Security DocumentsHolders.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, any related Guarantee and the Notes or any of the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding (including 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, Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premiumpremium 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 Guarantees or the Security DocumentsNotes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including 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, Notes, in each case other than Notes beneficially owned by the Issuer or its Affiliates. Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuer accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding the foregoing, without Without the consent of each affected Holder affectedof Notes, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (a1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; (b2) reduce the principal of or change the fixed final maturity of any such Note or alter or waive any of the provisions with respect to the redemption of the such Notes (provided other than provisions relating to Section 3.09, Section 4.10 and Section 4.14 hereof to the extent that this subsection (b) shall any such amendment or waiver does not be deemed to apply to any alteration have the effect of reducing the principal of or waiver changing the fixed final maturity of any such Note or altering or waiving the provisions with respect to the definition redemption of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereofNotes); (c3) reduce the rate of or extend change the time for payment of interest, including default interest, interest on any Note; (d4) waive a Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders; (5) make any Note payable in money other than that stated in the Notestherein; (e6) make any change in the provisions of this Indenture governing relating to waivers of past Defaults or the rights of Holders to receive payments of principal of, of or premium, if any, or interest on the Notes; (7) make any change in these amendment and waiver provisions; (8) impair the right of any Holder to receive payment of principal of, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (9) make any change to or modify the ranking of this Indenture or the Notes that would adversely affect the Holders; or (f10) provide for except as expressly permitted by this Indenture, modify the release Guarantee of any material Pledged Equity Interests Significant Subsidiary (as such term is defined or any group of Subsidiaries that together would constitute a Significant Subsidiary) in any manner adverse to the Pledge Agreement) except in accordance with the terms of the Security DocumentsHolders.

With Consent of Holders of Notes. Except as provided below in this Section 9.02The Issuer, the Issuer Guarantors and the Trustee may amend or supplement this Indenturemay, the Notes or any of the Security Documents with the consent of the Holders of at least not less than a majority in aggregate principal amount of the Notes then outstanding (including consents obtained Notes, enter into an indenture or indentures supplemental to this Indenture for the purpose of adding any provisions to or changing in connection with a tender offer any manner or exchange offer for, or purchase of, Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive eliminating any existing Default 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 provisions of this Indenture, Indenture or the Notes or of modifying in any manner the Security Documents. Upon the request of the Issuer accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture or other such amendment, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendment. It shall not be necessary for the consent rights of the Holders under this Section 9.02 to approve Indenture, including the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall notdefinitions herein; provided, however, in any way impair or affect the validity of any that no such amended or supplemental Indenture or waiver. Notwithstanding the foregoingindenture shall, without the consent of the Holder of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):outstanding Note affected thereby: (a1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity Stated Maturity of any Note or alter of any installment of interest on any Note, or waive reduce the amount payable in respect of the principal thereof or the rate of interest thereon or any premium payable thereon, or reduce the amount that would be due and payable on acceleration of the maturity thereof, or change the place of payment where, or the coin or currency in which, any Note or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof, or change the date on which any Notes may be subject to redemption or reduce the Redemption Price therefor, (2) reduce the percentage in aggregate principal amount of the outstanding Notes, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, (3) modify the obligations of the Company to make Offers to Purchase upon a Change of Control Triggering Event or from the Excess Proceeds of Asset Sales if such modification was done after the occurrence of such Change of Control Triggering Event or such Asset Sale, (4) modify or change any provision of this Indenture affecting the ranking of the Notes or any Note Guarantee in a manner adverse to the Holders of the Notes, (5) modify any of the provisions with respect of this paragraph or provisions relating to the redemption waiver of the Notes (provided defaults or certain covenants, except to increase any such percentage required for such actions or to provide that this subsection (b) shall not be deemed to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any certain other defined terms used in such definitions) contained in Section 1.01 hereof); (c) reduce the rate of or extend the time for payment of interest, including default interest, on any Note; (d) make any Note payable in money other than that stated in the Notes; (e) make any change in the provisions of this Indenture governing waivers cannot be modified or waived without the consent of past Defaults or the rights Holder of Holders to receive payments of principal ofeach outstanding Note affected thereby, premium, if any, or interest on the Notes; or (f6) provide for the release of any material Pledged Equity Interests Guarantees required to be maintained under this Indenture (as such term is defined in the Pledge Agreement) except other than in accordance with the terms of this Indenture). The Holders of not less than a majority in aggregate principal amount of the Security Documentsoutstanding Notes may on behalf of the Holders of all the Notes waive any past default under this Indenture and its consequences, except a default: (1) in any payment in respect of the principal of (or premium, if any) or interest on any Notes (including any Note which is required to have been purchased pursuant to an Offer to Purchase which has been made by the Issuer), or (2) in respect of a covenant or provision hereof which under this Indenture cannot be modified or amended without the consent of the Holder of each outstanding Note affected, each of which, for the avoidance of doubt, shall require the consent of all the Holders of the Notes outstanding.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company and the Trustee may amend or supplement this Indenture, Indenture and the Notes or any of the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes Notes, including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest or Additional Interest, if any, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this IndentureIndenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes, including Additional Notes, if any, voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes or the Security DocumentsNotes). Upon the request of the Issuer Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment directly affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture Indenture. The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Holders on such record date, or other their duly designated proxies, and only such amendmentPersons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided, that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders affected thereby to such Holder's address appearing in the Security Register a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes, without including Additional Notes, if any, then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. Without the consent of each Holder affectedHolder, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):not: (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;, (b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereof); (c) reduce the rate of or extend the time for payment of interest, including default interest, interest or Additional Interest on any Note;, (c) reduce the principal of or extend the Stated Maturity of any Note, (d) make any Note payable in money other than that stated in the Notes;Note, (e) impair the right of any Holder to receive payment of principal of and interest or Additional Interest on such Holder's Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder's Notes, (f) subordinate the Notes to any other obligation of the Company, (g) release any security interest that may have been granted in favor of the Holders other than pursuant to the terms of such security interest, or (h) make any change in the provisions of this Indenture governing waivers of past Defaults or the rights of Holders to receive payments of principal of, premium, if any, or interest on the Notes; or (f) provide for the release of any material Pledged Equity Interests (as such term is defined in the Pledge Agreement) except in accordance with the terms of the Security Documentspreceding amendment and waived provisions.

With Consent of Holders of Notes. Except as provided below in the fourth sentence of the final paragraph of this Section 9.02, the Issuer Company, the Guarantors and the Trustee may amend or supplement this Indenture, Indenture and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security Documents. Upon the request of the Issuer Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee shall join with the Issuer Company and the Guarantors in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption or purchase of the Notes by the Company (provided that this subsection (b) shall not be deemed to apply to any alteration except other than the provisions of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 Sections 3.09, 4.10 and 4.15 hereof); (c) reduce the rate of or extend change the time for payment of interest, including default interest, interest on any Note; (d) waive a Default or Event of Default in the payment of principal of, or premium, if any, or interest on, the Notes (except a rescission of acceleration of the Notes by the Holders of a majority in principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); (e) make any Note payable in money other than that stated in the Notes; (ef) make any change in the provisions of this Indenture governing relating to waivers of past Defaults or Events of Default or the rights of Holders of Notes to receive payments of principal of, or premium, if any, or interest on on, the Notes (except as permitted in clause (g) below); (g) waive a redemption or repurchase payment with respect to any Note (other than a payment required by Sections 4.10 and 4.15 hereof); (h) make any change in the ranking of the Notes relative to other Indebtedness of the Company or in any Subsidiary Guarantee relative to other Indebtedness of the Guarantors, in either case in a manner adverse to the Holders of Notes; or (fi) provide for the release of make any material Pledged Equity Interests (as such term is defined change in the Pledge Agreement) except in accordance with the terms of the Security Documentsforegoing amendment, supplement and waiver provisions.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Issuers, the Guarantors and the Trustee may amend or supplement this IndentureIndenture (including Sections 3.09, 4.06 and 4.07 hereof), the Guarantees and the Notes or any of the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture, the Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security Documents. Upon the request of the Issuer Issuers accompanied by a resolution of the Board Resolution of Directors of the Company (in the case of the Company) and of the Board of Directors of Finance Co and each of the Guarantors (in the case of Finance Co and each of the Guarantors) authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof7.02(b) hereof stating that any such amended or supplemental indenture complies with this Section 9.02, the Trustee shall join with the Issuer Issuers and each of the Guarantors in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Issuers shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Issuers to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Issuers with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal stated rate of or change extend the fixed maturity stated time for payment of interest on any Note or alter or waive any of the provisions with respect to the redemption of the Notes (provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereof)Note; (c) reduce the rate principal of or extend the time for payment Stated Maturity of interest, including default interest, on any Note; (d) reduce the premium payable upon the redemption of any Note as described above under Section 3.07, or change the time at which any Note may be redeemed as described above under Section 3.07, or make any change under Section 4.06 after the occurrence of a Change of Control, or make any change to the provisions relating to an Asset Disposition Offer that has been made, in each case whether through an amendment or waiver of provisions in the covenants, definitions or otherwise; (e) make any Note payable in money other than that stated in the NotesNote; (ef) impair the right of any Holder to receive payment of premium, if any, principal of and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); (g) make any change in the amendment provisions which require each Holder’s consent or in the waiver provisions; (h) modify the Guarantees in any manner adverse to the holders of this Indenture governing waivers of past Defaults or the rights of Holders to receive payments of principal of, premium, if any, or interest on the Notes; or (fi) provide for make any change to or modify the release of any material Pledged Equity Interests (as such term is defined in the Pledge Agreement) except in accordance with the terms ranking of the Security DocumentsNotes that would adversely affect the Holders.

With Consent of Holders of Notes. (a) Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, the Note Guarantees and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with voting as a tender offer or exchange offer for, or purchase of, Notes)single class, and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this the Indenture, the Notes Note Guarantees or the Security Documents. Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes voting as a single class. (b) Upon the written request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of an Officer’s Certificate certifying the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment directly affects the Trustee's ’s own rights, duties or immunities under this the Indenture or otherwise, in which case the Trustee may in its discretionmay, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendment. Indenture. (c) It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. . (d) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall mail send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of the Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (a1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereof); (c2) reduce the rate of or extend change the time for payment of interest, including default defaulted interest, on any NoteNotes; (d3) reduce the principal of or change or have the effect of changing the fixed maturity of any Notes; or change the date on which any Notes may be subject to redemption (other than with respect to any notice provisions) or reduce the Redemption Price therefor; (4) make any Note Notes payable in money other than that stated in the Notes; (e5) make any change in the provisions of this the Indenture governing waivers protecting the right of past Defaults or the rights of Holders each Holder to receive payments payment of principal of, premium, if any, or and interest on such Notes on or after the Notesstated due date thereof or to bring suit to enforce such payment, or permitting Holders of a majority in principal amount of the then outstanding Notes to waive Defaults or Events of Default; (6) amend, change or modify in any material respect the obligation of the Company to make and consummate a Change of Control Offer after the occurrence of a Change of Control or make and consummate a Net Proceeds Offer with respect to any Asset Sale that has been consummated or modify any of the provisions or definitions with respect thereto; (7) modify or change any provision of the Indenture or the related definitions affecting the ranking of the Notes or any Note Guarantee in a manner which adversely affects the Holders; or (f) provide for 8) release any Subsidiary Guarantor from any of its obligations under its Note Guarantee or the release of any material Pledged Equity Interests (as such term is defined in the Pledge Agreement) except Indenture otherwise than in accordance with the terms of the Security DocumentsIndenture.

With Consent of Holders of Notes. (a) Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, the Note Guarantees and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with voting as a tender offer or exchange offer for, or purchase of, Notes)single class, and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes Note Guarantees or the Security Documents. Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes voting as a single class. (b) Upon the written request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee on Officer’s Certificate certifying receipt of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer and the Company in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretionmay, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendment. indenture. (c) It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. . (d) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall mail send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. . (e) Notwithstanding the foregoingSection 9.02(a), without the consent of each Holder affected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (a1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereof); (c2) reduce the rate of or extend change the time for payment of interest, including default defaulted interest, on any NoteNotes; (d3) reduce the principal of or change or have the effect of changing the fixed maturity of any Notes; or change the date on which any Notes may be subject to redemption (other than with respect to any notice provisions) or reduce the Redemption Price therefor; (4) make any Note Notes payable in money other than that stated in the Notes; (e5) make any change in the provisions of this Indenture governing waivers protecting the right of past Defaults or the rights of Holders each Holder to receive payments payment of principal of, premium, if any, or and interest on such Notes on or after the Notesstated due date thereof or to bring suit to enforce such payment, or permitting Holders of a majority in principal amount of the then outstanding Notes to waive Defaults or Events of Default; (6) amend, change or modify in any material respect the obligation of the Issuer to make and consummate a Change of Control Offer after the occurrence of a Change of Control or make and consummate a Net Proceeds Offer with respect to any Asset Sale that has been consummated or modify any of the provisions or definitions with respect thereto; (7) modify or change any provision of this Indenture or the related definitions affecting the ranking of the Notes or any Note Guarantee in a manner which adversely affects the Holders; or (f) provide for the 8) release any Guarantor from any of any material Pledged Equity Interests (as such term is defined in the Pledge Agreement) except its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of the Security Documentsthis Indenture.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company, the Guarantors and the Trustee may amend or supplement this Indenture, Indenture and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security Documents. Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee shall join with the Issuer Company and the Guarantors in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (except as provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 Sections 3.09, 4.10 and 4.15 hereof); (c) reduce the rate of or extend change the time for payment of interest, including default interest, interest on any Note; (d) waive a Default or Event of Default in the payment of principal of or premium or interest, if any, on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); (e) make any Note payable in money other than that stated in the Notes; (ef) make any change in the provisions of this Indenture governing relating to waivers of past Defaults or Events of Default or the rights of Holders of Notes to receive payments of principal of, premiumof or premium or interest, if any, or interest on the NotesNotes (except as permitted in clause (g) below); (g) waive a redemption payment with respect to any Note (other than a payment required by Sections 4.10 and 4.15 hereof); (h) alter the ranking of the Notes relative to other Indebtedness of the Company; or (fi) provide for the release of make any material Pledged Equity Interests (as such term is defined change in the Pledge Agreement) except in accordance with the terms of the Security Documentsforegoing amendment and waiver provisions.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, any Guarantee and the Notes or any of the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding, other than Notes beneficially owned by the Issuer or any of its Affiliates, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes, and any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes issued thereunder may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes, other than Notes beneficially owned by the Issuer or any of its Affiliates (including consents obtained in connection with a purchase of or tender offer or exchange offer forfor the Notes); provided that if any amendment, waiver or purchase ofother modification would only affect the Senior Cash Pay Notes or the Senior Toggle Notes, only the consent of the holders of at least a majority in principal amount of the then outstanding Senior Cash Pay Notes or Senior Toggle Notes (and not the consent of at least a majority in principal amount of all of the then outstanding Notes), andas the case may be, with such consent shall be required. Sections 2.08 and subject 2.09 hereof shall determine which Notes are considered to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision be “outstanding” for purposes of this Indenture, the Notes or the Security DocumentsSection 9.02. Upon the request of the Issuer accompanied by a Board Resolution resolution of its board of directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof7.02(b) hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding the foregoing, without Without the consent of each affected Holder affectedof Notes, an amendment or waiver under this Section 9.02 may not (not, with respect to any Notes held by a non-consenting Holder):: (a1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; (b2) reduce the principal amount of or change the fixed final maturity of any such Note or alter or waive any of the provisions with respect to the redemption of the such Notes (provided that this subsection (b) shall not be deemed other than provisions relating to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 Sections 3.09, 4.10 and 4.14 hereof); (c3) reduce the rate of or extend change the time for payment of interest, including default interest, interest on any Note; (d4) waive a Default in the payment of principal of or premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration) or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all affected Holders; (5) make any Note payable in money other than that stated in the Notestherein; (e6) make any change in the provisions of this Indenture governing relating to waivers of past Defaults or the rights of Holders to receive payments of principal of, of or premium, if any, or interest on the Notes; (7) make any change to this paragraph of this Section 9.02; (8) impair the right of any Holder to receive payment of principal of, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (9) make any change to the ranking of the Notes that would adversely affect the Holders; (10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Party in any manner adverse to the Holders of the Notes; or (f11) provide for after the release Issuer’s obligation to purchase Notes arises thereunder, amend, change or modify in any respect materially adverse to the Holders of the Notes the obligations of the Issuer to make and consummate a Change of Control Offer in the event of a Change of Control or make and consummate an Asset Sale Offer with respect to any Asset Sale that has been consummated or, after such Change or Control has occurred or such Asset Sale has been consummated, modify any of the provisions or definitions with respect thereto in a manner that is materially adverse to the Holders of the Notes. Notwithstanding anything in this Indenture to the contrary, (1) no amendment to, or waiver of, the subordination provisions of this Indenture with respect to the Guarantees (or the component definitions used therein), if adverse to the interests of the holders of the Designated Senior Indebtedness of the Guarantors, may be made without the consent of the holders of a majority of such Designated Senior Indebtedness (or their Representative), and (2) no amendment or supplement to this Indenture or the Notes that modifies or waives the specific rights or obligations of any material Pledged Equity Interests Agent may be made without the consent of such Agent (it being understood that the Trustee’s execution of any such amendment or supplement shall constitute such consent if the Trustee is then also acting as such term is defined in the Pledge Agreement) except in accordance with the terms of the Security DocumentsAgent).

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, the Notes or any of Intercreditor Agreement, the Security Documents Documents, any Guarantee and the Notes with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding outstanding, (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of continuing Default in the payment of the principal ofinterest on, premium, if any, or interest on the Notesprincipal of, any Note, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes Intercreditor Agreement, the Security Documents or the Security Documents. Upon the request of the Issuer accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture or other such amendment, and upon the filing Notes issued hereunder may be waived with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaidof a majority in principal amount of the then outstanding Notes, and upon receipt other than Notes beneficially owned by the Trustee of the documents described Issuer or its Affiliates (including consents obtained in Section 7.02 hereofconnection with a tender offer or exchange offer for, or purchase of, the Trustee Notes). Sections 2.08 and 2.09 hereof shall join with the Issuer in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in determine which case the Trustee may in its discretion, but shall not Notes are considered to be obligated to, enter into such amended or supplemental Indenture or other such amendment. It shall not be necessary “outstanding” for the purposes of this Section 9.02. The consent of the Holders of Notes under this Section 9.02 is not necessary under this Indenture to approve the particular form of any proposed amendment, supplement or waiver, but it shall be . It is sufficient if such consent approves the substance thereofof the proposed amendment. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall deliver electronically or mail to the Holders of the Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture amendment, supplement or waiver. Notwithstanding the foregoing, without Without the consent of each affected Holder affectedof Notes, an amendment or waiver under this Section 9.02 may not (not, with respect to any Notes held by a non-consenting Holder):: (a1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b2) reduce the principal amount of or change the fixed final maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (provided that this subsection (b) shall not be deemed other than provisions relating to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 3.09, Section 4.11 and Section 4.15 hereof); (c3) reduce the rate of or extend change the time for payment of interest, including default interest, interest on any Note; (d4) waive a Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders; (5) make any Note payable in money other than that stated in the Notestherein; (e6) make any change in the provisions of this Indenture governing relating to waivers of past Defaults or the rights of Holders to receive payments of principal of, of or premium, if any, or interest on the Notes; (7) make any change in these amendment and waiver provisions as it relates to Notes; (8) impair the right of any Holder to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (9) make any change to or modify the ranking of the Notes that would adversely affect the Holders; (10) except as expressly permitted by this Indenture, modify the terms of the Guarantees of any Significant Subsidiary in any manner adverse to the Holders of the Notes; or (f11) provide for make any change to the release provisions of this Indenture, the Intercreditor Agreement or the Security Documents with respect to the pro rata application of proceeds of Collateral in respect of the Notes required thereby in a manner that by its terms modifies the application of such proceeds in respect of the Notes required thereby to be on a less than pro rata basis to the Holder of such Note. In addition, any material Pledged Equity Interests (as such term is defined in amendment or supplement to, or waiver of, the Pledge provisions of this Indenture, the Intercreditor Agreement) except in accordance with the terms of , the Security Documents, and any Guarantee or the Notes that has the effect of releasing all of the Collateral from the Liens securing the Notes Obligations will require the consent of the holders of at least sixty-six and two-thirds percent of the aggregate outstanding principal amount of the Notes (and the same will be required to reduce such voting requirement).

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company and the Trustee may amend or supplement this Indenture, the Notes or any of and the Security Documents Subsidiary Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premiumpremium and Special Interest, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes Subsidiary Guarantees or the Security DocumentsNotes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's own rights, duties or immunities under this Indenture indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding the foregoing, without Without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (a1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b2) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (provided that this subsection (b) shall not be deemed to apply to any alteration of other than Sections 3.09, 4.10 or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereof4.15); (c3) reduce the rate of or extend change the time for payment of interest, including default interest, interest on any Note, including Additional Amounts; (d4) waive a Default or Event of Default in the payment of principal of, or interest or premium, or Special Interest, if any, on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); (5) make any Note payable in money other than that stated in the Notes; (e6) make any change in the provisions of this Indenture governing relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, premiumof or interest or premium or Special Interest, if any, or interest on the Notes; or; (f7) provide for the waive a redemption payment with respect to any Note (other than a payment required by Section 4.10 or Section 4.15 hereof); (8) release any Guarantor from any of any material Pledged Equity Interests (as such term is defined in the Pledge Agreement) its obligations under its Subsidiary Guarantee or this Indenture, except in accordance with the terms of the Security Documentsthis Indenture; or (9) make any change in Section 6.04 or 6.07 hereof or to this Article 9.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company and the Trustee may amend or supplement this IndentureIndenture (including Section 3.09, 4.10 and 4.15 hereof) and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for the Security DocumentsNotes). Without the consent of at least 75% in principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for such Notes), no waiver or amendment to this Indenture may make any change in the provisions of Article 10 hereof that adversely affects the rights of any Holder of Notes. Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentIndenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (except as provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver above with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 Sections 3.09, 4.10 and 4.15 hereof); (c) reduce the rate of or extend change the time for payment of interest, including default interest, on any Note; (d) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (e) make any Note payable in money other than that stated in the Notes; (ef) make any change in the provisions of this Indenture governing relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, premium, if any, of or interest on the Notes; or (fg) provide for the release of make any material Pledged Equity Interests (as such term is defined change in Section 6.04 or 6.07 hereof or in the Pledge Agreement) except in accordance with the terms of the Security Documentsforegoing amendment and waiver provisions.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company, the Guarantors and the Trustee may amend or supplement this Indenture, Indenture and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security Documents. Upon the written request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee shall join with the Issuer Company and the Guarantors in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption or purchase of the Notes (provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver with respect to by the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereof)Company; (c) reduce the rate of or extend change the time for payment of interest, including default interest, interest on any Note; (d) waive a Default or Event of Default in the payment of principal of or premium or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); (e) make any Note payable in money other than that stated in the Notes; (ef) make any change in the provisions of this Indenture governing relating to waivers of past Defaults or Events of Default or the rights of Holders of Notes to receive payments of principal of, of or premium, if any, or interest on the Notes; (g) waive a redemption or repurchase payment with respect to any Note; (h) make any change in the ranking of the Notes relative to other Indebtedness of the Company or in any Subsidiary Guarantees relative to other Indebtedness of the Guarantors, in either case in a manner adverse to the Holders of Notes; (i) release any Guarantor from any of its obligations under its Subsidiary Guarantee or the Indenture, except in accordance with Sections 10.04, 10.05 and 10.06 hereof; (j) make any change in the provisions of Section 4.19 hereof in a manner adverse to the Holders; or (fk) provide for the release of make any material Pledged Equity Interests (as such term is defined change in the Pledge Agreement) except in accordance with the terms of the Security Documentsforegoing amendment, supplement and waiver provisions.

With Consent of Holders of Notes. Except as provided below in this Section 9.028.02, the Issuer Company and the Trustee may amend or supplement this Indenture, the Notes or any of the Security other Notes Escrow Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with voting as a tender offer or exchange offer for, or purchase of, Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) single class or compliance with any provision of this Indenture, Indenture or the Notes or the Security Documents. Upon the request of the Issuer accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture or other such amendment, and upon the filing may be waived with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of at least a majority in aggregate principal amount of the documents described Notes then outstanding voting as a single class. Without the consent of each Holder, an amendment or waiver under this Section 8.02 may not (with respect to any Notes held by a non-consenting Holder): (a) reduce the principal of any Note; (b) extend the Maturity Date of any Note; or (c) amend the provisions of Section 9.01 hereof in Section 7.02 hereof, the Trustee shall join with the Issuer in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment a manner which adversely affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretionlegal rights thereunder of any such non-consenting Holder. The Company may, but shall not be obligated to, enter into fix a record date for the purpose of determining the Persons entitled to consent to any supplemental indenture. If a record date is fixed, the Holders on such amended record date, or their duly designated proxies, and only such Persons, shall be entitled to consent to such supplemental Indenture indenture, whether or other not such amendmentHolders remain Holders after such record date; provided that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 120 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect. It shall not be necessary for the consent of the Holders under this Section 9.02 8.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 8.02 becomes effective, the Issuer Company shall mail to the Holders Holder of each Note affected thereby to such Holder's address appearing in the Security Register a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding the foregoing, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereof); (c) reduce the rate of or extend the time for payment of interest, including default interest, on any Note; (d) make any Note payable in money other than that stated in the Notes; (e) make any change in the provisions of this Indenture governing waivers of past Defaults or the rights of Holders to receive payments of principal of, premium, if any, or interest on the Notes; or (f) provide for the release of any material Pledged Equity Interests (as such term is defined in the Pledge Agreement) except in accordance with the terms of the Security Documents.

With Consent of Holders of Notes. Except as provided below in this Section 9.029.02 or as provided in Section 10.13 or Section 12.13 of this Indenture, the Issuer and the Trustee may amend or supplement this Indenture, the Notes and the Subsidiary Guarantees may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount at maturity of the Notes then outstanding (including including, without limitation, consents obtained in connection with a purchase of, or a tender offer or exchange offer for, or purchase of, for Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security DocumentsSubsidiary Guarantees may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of or a tender offer or exchange offer for the Notes). Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereofan Officers' Certificate and an Opinion of Counsel, the Trustee shall join with the Issuer Company and the Guarantors in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretionmay, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders of each Note affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding Subject to Sections 6.04, 6.07, 10.13 and 12.13 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding may amend or waive compliance in a particular instance by the Company or the Guarantors with any provision of this Indenture or the Notes or the Subsidiary Guarantees. However, without the consent of each Holder affected, an amendment amendment, or waiver under this Section 9.02 may not (with respect to any Notes Note held by a non-consenting Holder): (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity of any Note Notes or alter or waive any of the provisions with respect to the redemption of the Notes (provided that this subsection (b) shall not be deemed other than provisions relating to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 Sections 3.09, 4.10 and 4.13 hereof); (c) reduce the rate of or extend change the time for payment of interest, including default interest, interest on any Note; (d) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount at maturity of the Notes and a waiver of the payment default that resulted from such acceleration); (e) make any Note payable in money other than that stated in the Notes; (ef) make any change in Section 6.04 or 6.07 hereof; (g) waive a redemption payment with respect to any Note (other than a payment described in Section 4.10 or 4.13 hereof); or (h) except as otherwise permitted herein, release any Guarantor from any of its obligations under its Subsidiary Guarantee or this Indenture, or amend the provisions herein relating to the release of Guarantors; or (i) make any change in the amendment and waiver provisions of this Indenture governing waivers of past Defaults or the rights of Holders to receive payments of principal of, premium, if any, or interest on the Notes; or (f) provide for the release of any material Pledged Equity Interests (as such term is defined in the Pledge Agreement) except in accordance with the terms of the Security DocumentsArticle 9.

With Consent of Holders of Notes. (a) Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, the Notes Notes, the Note Guarantees or any of the Security Documents may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes or the Note Guarantees or the Security Documents. Documents may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). (b) Upon the request of the Issuer Issuers accompanied by a resolution of the Board Resolution of Directors of Holdings authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section Sections 7.02 and 9.05 hereof, the Trustee shall and the Collateral Agent will join with the Issuer Issuers and the Guarantors in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall will not be obligated to, enter into such amended or supplemental Indenture or other such amendment. indenture. (c) It shall 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 shall be is sufficient if such consent approves the substance thereof. . (d) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall Issuers will mail (or transmit otherwise in accordance with the applicable procedures of DTC) to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Issuers to mail send such notice, or any defect therein, shall will not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Issuers with any provision of the Note Documents. However, without the consent of each Holder affectedaffected thereby, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (a1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b2) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver except with respect to the definition of the term "Excess Cash Flow" Sections 3.09, 4.10 or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereof4.15); (c3) reduce the rate of or extend change the time for payment of interest, including default interest, on any Note; (d4) waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, on, the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (5) make any Note payable in money other than that stated in the Notes; (e6) make any change in the provisions of this Indenture governing relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, or interest or premium, if any, or interest on on, the Notes; or; (f7) provide for the waive a redemption payment with respect to any Note (other than a payment required by Section 3.09, 4.10 or 4.15); (8) release any Guarantor from any of any material Pledged Equity Interests (as such term is defined in the Pledge Agreement) its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture; or (9) make any change in the preceding amendment, supplement and waiver provisions. (e) In addition, any amendment to, or waiver of, the provisions of this Indenture, any Security Document or the Intercreditor Agreement that has the effect of releasing all or substantially all of the Collateral from the Liens securing the Notes or subordinating Liens securing the Notes (except as permitted by the terms of this Indenture, the Security DocumentsDocuments and the Intercreditor Agreement) will require the consent of the Holders of at least 66 2/3% in aggregate principal amount of the Notes then outstanding. (f) For the avoidance of doubt, the determination of whether any amendment, supplement or waiver has been consented to shall, where applicable, include any Additional Notes that have been issued under this Indenture.

With Consent of Holders of Notes. Except as provided below in this Section ‎‎Section 9.02, the Issuer Issuers and the Trustee may amend or supplement this Indenture, the Security Documents, any Guarantee and the Notes or any of the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, for Notes), and, with such consent and subject to Sections ‎‎Section 6.04 and ‎‎Section 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of continuing Default in the payment of the principal ofinterest on, premium, if any, or interest on the Notesprincipal of, the Note, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes or the Security Documents. Upon the request of the Issuer accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture or other such amendment, and upon the filing issued hereunder may be waived with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of a majority in principal amount of the documents described then outstanding Notes (including consents obtained in Section 7.02 hereofconnection with a tender offer or exchange offer for, or purchase of, the Trustee Notes). Sections ‎2.08 and ‎2.09 hereof shall join with determine which of the Issuer in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not Notes are considered to be obligated to, enter into such amended or supplemental Indenture or other such amendment. It shall not be necessary “outstanding” for the purposes of this ‎‎Section 9.02. The consent of the Holders of Notes under this Section ‎‎Section 9.02 is not necessary under this Indenture to approve the particular form of any proposed amendment, supplement or waiver, but it shall be . It is sufficient if such consent approves the substance thereofof the proposed amendment. After an amendment, supplement or waiver under this Section ‎‎Section 9.02 becomes effective, the Issuer Issuers shall deliver electronically or mail to the Holders of the Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Issuers to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture amendment, supplement or waiver. Notwithstanding the foregoing, without Without the consent of each affected Holder affectedof Notes, an amendment or waiver under this Section 9.02 may not (not, with respect to any Notes held by a non-consenting Holder):: (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal amount of or change the fixed final maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (provided that this subsection (b) shall not be deemed other than provisions relating to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 ‎‎Section 3.09, ‎‎Section 4.10 and ‎‎Section 4.14 hereof); (c) reduce the rate of or extend change the time for payment of interest, including default interest, interest on any Note; (d) waive a Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture, the Security Documents or any Guarantee which cannot be amended or modified without the consent of all Holders; (e) make any Note payable in money other than that stated in the Notestherein; (ef) make any change in the provisions of this Indenture governing relating to waivers of past Defaults or the rights of Holders to receive payments of principal of, of or premium, if any, or interest on the Notes; (g) make any change in these amendment and waiver provisions as it relates to Notes; (h) impair the contractual right of any Holder to receive payment of principal of, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes (which, for the avoidance of doubt, shall not prohibit amendments to or waivers from ‎‎Section 4.14 or ‎‎Section 4.10 at any time prior to the occurrence of the relevant Change of Control or Asset Sale); (i) make any change to or modify the ranking of the Notes that would adversely affect the Holders in any material respect; or (f) provide for the release of any material Pledged Equity Interests (as such term is defined in the Pledge Agreementj) except in accordance with as expressly permitted by this Indenture, modify the terms of the Security DocumentsGuarantees of any Significant Subsidiary in any manner adverse to the Holders of the Notes.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, CDW, the Issuer Guarantors and the Trustee may amend or supplement this the Indenture, the Notes or any of and the Security Documents Guarantees with the consent of the Required Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereofof the Base Indenture, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this the Indenture, the Notes Guarantees or the Security DocumentsNotes may be waived with the consent of the Required Holders (including consents obtained in connection with a tender offer for, or purchase of, the Notes). Upon the request of the Issuer CDW accompanied by a Board Resolution board resolution of CDW authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereofof the Base Indenture, the Trustee shall join with the Issuer CDW in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties or immunities under this the Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Required Holders of the Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer CDW shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer CDW to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding the foregoing, without the consent of each affected Holder affectedof Notes, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (a1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; or change the definition of “Required Holders”; (b2) reduce the principal of or change the fixed maturity Maturity Date of any such Note or alter or waive any of the provisions with respect to the redemption of such Note (other than the Notes provisions of Section 4.01(c) and Article XII hereof, except as set forth in clause (provided that this subsection (b10) shall not be deemed to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereofbelow); (c3) reduce the rate of or extend change the time for payment of interest, including default interest, interest on any Note; (d4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Required Holders and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in the Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders; (5) make any Note payable in money other than that stated in the Notestherein; (e6) make any change in the provisions of this the Indenture governing relating to waivers of past Defaults or the rights of Holders to receive payments of principal of, of or premium, if any, or interest on the Notes or impact the right of any Holder of Notes to institute suit for the enforcement of any payment on or with respect to such ▇▇▇▇▇▇’s Notes; (7) make any change in the amendment and waiver provisions of Section 9.01 hereof or this Section 9.02; (8) waive a redemption payment with respect to any Note (other than a payment required by Section 4.01(c) and Article XII hereof, except as set forth in clause (10) below; (9) make any change to or modify the ranking of the Notes that would adversely affect the Holders of the Notes; (10) amend, change or modify in any material respect the obligation of CDW to make and consummate a Change of Control Offer in respect of a Change of Control Repurchase Event that has occurred; or (f11) provide for modify the release of Guarantees in any material Pledged Equity Interests (as such term is defined in manner adverse to the Pledge Agreement) except in accordance with the terms Holders of the Security DocumentsNotes.

With Consent of Holders of Notes. (a) Except as provided below otherwise in Section 9.01 and this Section 9.02, the Issuer Issuer, the Trustee and the Trustee Security Agent (as applicable) may amend or supplement this Indenture, the Notes Notes, the Guarantees, the Intercreditor Agreement, any Additional Intercreditor Agreement or any of the Security Documents Document with the consent of the Holders holders of at least a majority in aggregate principal amount of the Notes then outstanding (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security Documents. Guarantees may be waived with the consent of the holders of a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). (b) Upon the request of the Issuer accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture or other such amendment, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaidIssuer, and upon receipt by the Trustee of the documents described in Section 7.02 hereofSections 9.05 and 12.02, the Trustee shall and the Security Agent will join with the Issuer in the execution of such amended or supplemental Indenture indenture or other such amendment document unless such amended or supplemental Indenture indenture or other such amendment document directly affects the Trustee's ’s or the Security Agent’s own rights, duties duties, protections, privileges, indemnities or immunities under this Indenture Indenture, or otherwise, in which case the Trustee or the Security Agent (as the case may be) may in its discretion, but shall will not be obligated to, enter into such amended or supplemental Indenture indenture or other such amendment. document. (c) It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be is sufficient if such consent approves the substance thereof. . (d) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall will mail or otherwise deliver to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail or otherwise deliver such notice, or any defect therein, shall will not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07, the foregoingHolders of a majority in aggregate principal amount of such series of Notes then outstanding may waive compliance in a particular instance by the Issuer with any provision of this Indenture, the Notes, any Security Document or any supplemental indenture. However, unless consented to by the holders of at least ninety percent (90%) of the aggregate principal amount of the Notes outstanding affected (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), without the consent of each Holder holder of Notes affected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holderholder): (aA) reduce the principal amount of any Notes whose Holders holders must consent to an amendment, supplement or waiver; (bB) reduce the principal of or change extend the fixed maturity of any Note such Notes or alter or waive any of the provisions with respect to the redemption of the such Notes (provided that this subsection (b) shall not be deemed other than provisions relating to apply to any alteration of or waiver with respect Section 4.08 and provisions relating to the definition number of days of notice to be given in the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereofevent of a redemption); (cC) reduce the rate of or extend change the stated time for payment of interest, including default interest, interest on any Notesuch Notes; (dD) waive a Default or Event of Default in the payment of principal of, or interest or premium on such Notes (except pursuant to a rescission of acceleration of such Notes by the holders of a majority in aggregate principal amount of such Notes and a waiver of the payment default that resulted from such acceleration); (E) make any Note such Notes payable in money currency other than that stated in the such Notes; (eF) make any change in the provisions of this Indenture governing relating to waivers of past Defaults or the rights of Holders holders of such Notes to receive payments of principal of, premiumor interest or premium on such Notes; (G) waive a redemption payment with respect to any such Notes (other than a payment required by Section 4.08); (H) impair the right of any holder to receive payment of principal of and interest or Additional Amounts, if any, on such Notes on or interest after the due dates therefor or to institute suit for the enforcement of any such payment on the or with respect to such Notes; or; (fI) provide for make any change in Section 4.10 that adversely affects the release right of any Holder of such Notes in any material Pledged Equity respect or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the Issuer agrees to pay Additional Amounts, if any, in respect thereof; (J) release all or substantially all of the Security Interests (as such term is defined in the Pledge Agreement) except other than in accordance with the terms of the Security Documents, the Intercreditor Agreement, any applicable Additional Intercreditor Agreement or this Indenture; (K) release any Guarantor from any of its obligations under its Guarantee or this Indenture, except in accordance with the terms of this Indenture; or (L) make any change in the preceding amendment and waiver provisions. (e) Any amendment, supplement or waiver consented to by at least ninety percent (90%) of the aggregate principal amount of the then outstanding Notes will be binding against any non-consenting holders.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company and the Trustee may amend or supplement this IndentureAgreement (including Section 4.15 hereof), the Note Guarantees and the Notes or any of the Security Documents with the consent of the Required Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, fees and Additional Interest, if any, or interest on the Notes) under, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of of, this IndentureAgreement, the Notes Note Guarantees or the Security DocumentsNotes may be waived with the consent of the Required Holders (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's own rights, duties or immunities under this Indenture Agreement or under any Security Document or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingRequired Holders may waive compliance in a particular instance by the Company with any provision of this Agreement or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (a) reduce change the principal amount maturity of Notes whose Holders must consent to an amendment, supplement or waiverany Note; (b) reduce the amount, extend the due date or otherwise affect the terms of any scheduled payment of premium, fees or Additional Interest on, if any, or interest on or principal of or the Notes; (c) change the fixed maturity of date on which any Note Notes are subject to redemption or otherwise alter or waive any of the provisions with respect to the redemption of the Notes (provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver waive a redemption payment with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereof); (c) reduce the rate of or extend the time for payment of interest, including default interest, on any Note; (d) make any Note payable in money or currency other than that stated in the Notes; (e) make modify or change any change in the provisions provision of this Indenture governing waivers Agreement or its related definitions to affect the ranking of past Defaults the Notes or any Note Guarantee in a manner that adversely affects the Holders; (f) reduce the percentage of Holders necessary to consent to an amendment or waiver to this Agreement or the Notes; (g) impair the rights of Holders to receive payments of principal of, premium, if any, of or interest on the Notes; (h) release any Guarantor from any of its obligations under its Note Guarantee or this Agreement, other than as permitted by this Agreement; (i) make any change in these amendment and waiver provisions; (j) release Collateral other than in accordance with the procedures set forth in the Security Documents, or amend, waive or otherwise modify any provisions in the Note Documents with respect to the release of Collateral; (k) except as permitted by this Agreement and the Security Documents, create any Lien on the Collateral ranking prior to, or on parity with, the security interest created by this Agreement and the Security Documents or deprive any Holder of the benefit of the Lien of this Agreement and the Security Documents; or (fl) provide for waive a Default or Event of Default in the release payment of principal of or premium or Additional Interest, if any, interest on, or redemption payment with respect to, any Note (other than a Default in the payment of an amount due as a result of an acceleration if the Holders rescind such acceleration pursuant to Section 6.2). Any amendment to Section 4.15 or the related definitions that could adversely affect the rights of any material Pledged Equity Interests (as such term is defined in Holder shall require the Pledge Agreement) except in accordance with the terms consent of the Security DocumentsHolders of at least 66 2/3% in aggregate principal amount of the Notes then outstanding. In connection with any amendment, supplement or waiver, the Company may, but shall not be obligated to, offer any Holder who consents to such amendment, supplement or waiver, or to all Holders, consideration for such Holder's consent to such amendment, supplement or waiver.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, any Guarantee and the 2017 A Notes or any of the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the 2017 A Notes then outstanding, other than 2017 A Notes beneficially owned by the Company or any of its Affiliates, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, 2017 A Notes, and any existing Default or Event of Default or compliance with any provision of this Indenture or the 2017 A Notes issued thereunder may be waived with the consent of the Holders of a majority in principal amount of the then outstanding 2017 A Notes, other than 2017 A Notes beneficially owned by the Company or any of its Affiliates (including consents obtained in connection with a purchase of or tender offer or exchange offer for, or purchase of, for such 2017 A Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security Documents. Upon the request of the Issuer Company accompanied by a resolution of the Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of 2017 A Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof7.02(b) hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantors in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of 2017 A Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall mail to the Holders of 2017 A Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding the foregoing, without Without the consent of each affected Holder affectedof 2017 A Notes, an amendment or waiver under this Section 9.02 may not (not, with respect to any 2017 A Notes held by a non-consenting Holder):: (a1) reduce the principal amount of such 2017 A Notes whose Holders must consent to an amendment, supplement or waiver; (b2) reduce the principal amount of or change the fixed final maturity of any such 2017 A Note or alter or waive any of the provisions with respect to the redemption of the such 2017 A Notes (provided that this subsection (b) shall not be deemed other than provisions relating to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 Sections 3.09, 4.10 and 4.14 hereof); (c3) reduce the rate of or extend change the time for payment of interest, including default interest, interest on any 2017 A Note; (d4) waive a Default in the payment of principal of or premium, if any, or interest on the 2017 A Notes (except a rescission of acceleration of the 2017 A Notes by the Holders of at least a majority in aggregate principal amount of the 2017 A Notes and a waiver of the payment default that resulted from such acceleration) or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all affected Holders; (5) make any 2017 A Note payable in money other than that stated in the Notestherein; (e6) make any change in the provisions of this Indenture governing relating to waivers of past Defaults or the rights of Holders to receive payments of principal of, of or premium, if any, or interest on the 2017 A Notes; (7) make any change to this paragraph of this Section 9.02; (8) impair the right of any Holder to receive payment of principal of, or interest on such Holder’s 2017 A Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s 2017 A Notes; (9) make any change to the ranking of the 2017 A Notes that would adversely affect the Holders; (10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Party in any manner adverse to the Holders of the 2017 A Notes; or (f11) provide for after the release Issuer’s obligation to purchase 2017 A Notes arises thereunder, amend, change or modify in any respect materially adverse to the Holders of the 2017 A Notes the obligations of the Issuer to make and consummate a Change of Control Offer in the event of a Change of Control or make and consummate a 2017 A Notes Purchase Offer required to be made or, after such Change or Control has occurred or such requirement has arisen, modify any of the provisions or definitions with respect thereto in a manner that is materially adverse to the Holders of the 2017 A Notes. Notwithstanding anything in this Indenture to the contrary, (1) no amendment or supplement to this Indenture or the 2017 A Notes that modifies or waives the specific rights or obligations of any material Pledged Equity Interests Agent may be made without the consent of such Agent (it being understood that the Trustee’s execution of any such amendment or supplement shall constitute such consent if the Trustee is then also acting as such term is defined in the Pledge Agreement) except in accordance with the terms of the Security DocumentsAgent).

With Consent of Holders of Notes. Except as provided below in this Section 9.029.2, the Issuer Company and the Trustee may amend or supplement this Indenture, Indenture and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.4 and 6.7 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security Documents. Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 7.2 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.4 and 6.7 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (except as provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 4.8 hereof); (c) reduce the rate of or extend change the time for payment of interest, including default interest, interest on any Note; (d) make any Note payable in money other than that stated in the Notes; (e) make any change in the provisions of this Indenture governing waivers of past Defaults changes to Sections 6.4 or the rights of Holders to receive payments of principal of, premium, if any, or interest on the Notes6.7; or (f) provide for the release of make any material Pledged Equity Interests (as such term is defined change in the Pledge Agreement) except in accordance with the terms of the Security Documentsforegoing amendment and waiver provisions.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company and the Trustee may amend or supplement this IndentureIndenture (including Section 3.09, 4.10 and 4.15 hereof) and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for the Security DocumentsNotes). Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture Indenture. The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Holders on such record date, or other their duly designated proxies, and only such amendmentPersons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided, that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 180 days after such record date, any such consent previously given shall automatically and without further action by any Holder be canceled and of no further effect. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (except as provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver above with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 Sections 4.10 and 4.15 hereof); (c) reduce the rate of or extend change the time for payment of interest, including default interest, on any Note; (d) waive a Default or Event of Default in the payment of principal of, or premium and Additional Amounts, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (e) make any Note payable in money other than that stated in the Notes; (ef) make any change in the provisions of this Indenture governing relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, premiumof or premium and Additional Amounts, if any, or interest on the Notes; (g) waive a redemption payment with respect to any Note (other than a payment required by Sections 3.09, 4.10 and 4.15 hereof); or (fh) provide for the release of make any material Pledged Equity Interests (as such term is defined change in Section 6.04 or 6.07 hereof or in the Pledge Agreement) except in accordance with the terms of the Security Documentsforegoing amendment and waiver provisions.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company, the Guarantors and the Trustee may amend or supplement this Indenture, Indenture and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security Documents. Upon the request of the Issuer Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee shall join with the Issuer Company and the Guarantors in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption or purchase of the Notes by the Company (provided that this subsection (b) shall not be deemed to apply to any alteration except other than the provisions of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 Sections 3.09, 4.10 and 4.15 hereof); (c) reduce the rate of or extend change the time for payment of interest, including default interest, interest on any Note; (d) waive a Default or Event of Default in the payment of principal of, or premium, if any, or interest on, the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); (e) make any Note payable in money other than that stated in the Notes; (ef) make any change in the provisions of this Indenture governing relating to waivers of past Defaults or Events of Default or the rights of Holders of Notes to receive payments of principal of, or premium, if any, or interest on on, the Notes (except as permitted in clause (g) below); (g) waive a redemption or repurchase payment with respect to any Note (other than a payment required by Sections 4.10 and 4.15 hereof); (h) make any change in the ranking of the Notes relative to other Indebtedness of the Company or in any Subsidiary Guarantee relative to other Indebtedness of the Guarantors, in either case in a manner adverse to the Holders of Notes; or (fi) provide for the release of make any material Pledged Equity Interests (as such term is defined change in the Pledge Agreement) except in accordance with the terms of the Security Documentsforegoing amendment, supplement and waiver provisions.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, any Guarantee and the 2017 B Notes or any of the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the 2017 B Notes then outstanding, other than 2017 B Notes beneficially owned by the Company or any of its Affiliates, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, 2017 B Notes, and any existing Default or Event of Default or compliance with any provision of this Indenture or the 2017 B Notes issued thereunder may be waived with the consent of the Holders of a majority in principal amount of the then outstanding 2017 B Notes, other than 2017 B Notes beneficially owned by the Company or any of its Affiliates (including consents obtained in connection with a purchase of or tender offer or exchange offer for, or purchase of, for such 2017 B Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security Documents. Upon the request of the Issuer Company accompanied by a resolution of the Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of 2017 B Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof7.02(b) hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantors in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of 2017 B Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall mail to the Holders of 2017 B Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding the foregoing, without Without the consent of each affected Holder affectedof 2017 B Notes, an amendment or waiver under this Section 9.02 may not (not, with respect to any 2017 B Notes held by a non-consenting Holder):: (a1) reduce the principal amount of such 2017 B Notes whose Holders must consent to an amendment, supplement or waiver; (b2) reduce the principal amount of or change the fixed final maturity of any such 2017 B Note or alter or waive any of the provisions with respect to the redemption of the such 2017 B Notes (provided that this subsection (b) shall not be deemed other than provisions relating to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 Sections 3.09, 4.10 and 4.14 hereof); (c3) reduce the rate of or extend change the time for payment of interest, including default interest, interest on any 2017 B Note; (d4) waive a Default in the payment of principal of or premium, if any, or interest on the 2017 B Notes (except a rescission of acceleration of the 2017 B Notes by the Holders of at least a majority in aggregate principal amount of the 2017 B Notes and a waiver of the payment default that resulted from such acceleration) or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all affected Holders; (5) make any 2017 B Note payable in money other than that stated in the Notestherein; (e6) make any change in the provisions of this Indenture governing relating to waivers of past Defaults or the rights of Holders to receive payments of principal of, of or premium, if any, or interest on the 2017 B Notes; (7) make any change to this paragraph of this Section 9.02; (8) impair the right of any Holder to receive payment of principal of, or interest on such Holder’s 2017 B Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s 2017 B Notes; (9) make any change to the ranking of the 2017 B Notes that would adversely affect the Holders; (10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Party in any manner adverse to the Holders of the 2017 B Notes; or (f11) provide for after the release Issuer’s obligation to purchase 2017 B Notes arises thereunder, amend, change or modify in any respect materially adverse to the Holders of the 2017 B Notes the obligations of the Issuer to make and consummate a Change of Control Offer in the event of a Change of Control or make and consummate an Asset Sale Offer with respect to any Asset Sale that has been consummated or, after such Change or Control has occurred or such Asset Sale has been consummated, modify any of the provisions or definitions with respect thereto in a manner that is materially adverse to the Holders of the 2017 B Notes. Notwithstanding anything in this Indenture to the contrary, (1) no amendment or supplement to this Indenture or the 2017 B Notes that modifies or waives the specific rights or obligations of any material Pledged Equity Interests Agent may be made without the consent of such Agent (it being understood that the Trustee’s execution of any such amendment or supplement shall constitute such consent if the Trustee is then also acting as such term is defined in the Pledge Agreement) except in accordance with the terms of the Security DocumentsAgent).

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes or any of Notes, the Security Documents Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for the Security DocumentsNotes). Upon the written request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture indenture or such other such amendmentagreement, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee shall join with the Issuer Company and the Guarantors in the execution of such amended or supplemental Indenture indenture or such other such amendment agreement unless such amended or supplemental Indenture indenture or such other such amendment agreement affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or such other agreement or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption or purchase of the Notes (provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver with respect to by the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereof)Company; (c) reduce the rate of or extend change the time for payment of interest, including default interest, interest on any Note; (d) waive a Default or Event of Default in the payment of principal of or premium or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); (e) make any Note payable in money other than that stated in the Notes; (ef) make any change in the provisions of this Indenture governing relating to waivers of past Defaults or Events of Default or the rights of Holders of Notes to receive payments of principal of, of or premium, if any, or interest on the Notes; (g) waive a redemption or repurchase payment with respect to any Note; (h) make any change in the ranking of the Notes relative to other Financial Indebtedness of the Company or in any Note Guarantees relative to other Financial Indebtedness of the Guarantors, in either case in a manner adverse to the Holders; (i) release any Guarantor from any of its obligations under its Note Guarantee or the Indenture, except in accordance with Sections 10.04, 10.05 and 10.06 hereof; (j) release any Lien on the Collateral, except in accordance with Section 11.04 hereof; (k) make any change in the provisions of Section 4.21 or 4.22 hereof in a manner adverse to the Holders; or (fl) provide for the release of make any material Pledged Equity Interests (as such term is defined change in the Pledge Agreement) except in accordance with the terms of the Security Documentsforegoing amendment, supplement and waiver provisions.

With Consent of Holders of Notes. (a) Except as otherwise provided below in this Section 9.02, the Issuer Issuers, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes or any of the Security Documents Notes Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof6.07, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes or the Security DocumentsNotes Guarantees may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). (b) The Issuers may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Holders on such record date, or its duly designated proxies, and only such Persons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect. (c) Upon the request of the Issuer accompanied by a Board Resolution Issuers authorizing the execution of any such amended amendment or supplemental Indenture or other such amendmentsupplement to this Indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof7.02, the Trustee shall join with the Issuer Issuers in the execution of such amended amendment or supplemental Indenture or other supplement unless such amendment unless such amended or supplemental Indenture or other such amendment supplement directly affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended amendment or supplemental Indenture or other such amendment. supplement. (d) 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. . (e) After an amendment, supplement or waiver under this Section becomes effective, the Issuer Issuers shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Issuers to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture amendment, supplement or waiver. Notwithstanding Subject to Sections 6.04 and 6.07, the foregoingHolders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) may waive compliance in a particular instance by the Issuers with any provision of this Indenture, or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (ai) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (bii) reduce the principal of or change the fixed maturity of any Note the Notes or alter the provisions, or waive any of the provisions payment, with respect to the redemption of the Notes (provided that this subsection (b) shall not be deemed to apply to any the extent such alteration of or waiver with respect to reduces the definition principal amount or premium payable upon redemption of the term "Excess Cash Flow" Notes or changes the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereof)date on which the Notes may be redeemed; (ciii) reduce the rate of or extend change the time for payment of interest, including default interest, interest on any Notethe Notes; (div) waive a Default or Event of Default in the payment of principal of, or interest, or premium, if any, on, the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); (v) make any Note the Notes payable in money other than that stated in the NotesU.S. dollars; (evi) make any change in the provisions of this Indenture governing relating to waivers of past Defaults or the rights of Holders of the Notes to receive payments of principal of, or interest or premium, if any, or interest on the Notes; or; (fvii) provide for the release any Guarantor from any of any material Pledged Equity Interests (as such term is defined in the Pledge Agreement) its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture; (viii) impair the Security Documentsright to institute suit for the enforcement of any payment on or with respect to the Notes or the Note Guarantees; (ix) amend, change or modify the obligation of the Company to make and consummate an Asset Sale Offer with respect to any Asset Sale in accordance with Section 4.10(c) after the obligation to make such Asset Sale Offer has arisen, or the obligation of the Issuers to make and consummate a Change of Control Offer in the event of a Change of Control in accordance with Section 4.14 after such Change of Control has occurred, including, in each case, amending, changing or modifying any definition relating thereto; (x) except as otherwise permitted under Sections 4.18 and 5.01, consent to the assignment or transfer by the Issuers or any Guarantor of any of their rights or obligations under this Indenture; (xi) amend or modify any of the provisions of this Indenture or the related definitions affecting the ranking of the Notes or any Note Guarantee in any manner adverse to the holders of the Notes or Note Guarantee; or (xii) make any change in the preceding amendment and waiver provisions.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company, the Guarantors and the Trustee may amend or supplement this Indenture, Indenture and the Notes may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security Documents. Upon the written request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee shall join with the Issuer Company and the Guarantors in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption or purchase of the Notes (provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver with respect to by the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereof)Company; (c) reduce the rate of or extend change the time for payment of interest, including default interest, interest on any Note; (d) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); (e) make any Note payable in money other than that stated in the Notes; (ef) make any change in the provisions of this Indenture governing relating to waivers of past Defaults or Events of Default or the rights of Holders of Notes to receive payments of principal of, of or premium, if any, or interest on the Notes; (g) waive a redemption or repurchase payment with respect to any Note; (h) make any change in the ranking of the Notes relative to other Indebtedness of the Company or in any Subsidiary Guarantees relative to other Indebtedness of the Guarantors, in either case in a manner adverse to the Holders of Notes; (i) release any Guarantor from any of its obligations under its Subsidiary Guarantee or the Indenture, except in accordance with Sections 10.04, 10.05 and 10.06 hereof; (j) make any change in the provisions of Section 4.19 hereof in a manner adverse to the Holders; or (fk) provide for the release of make any material Pledged Equity Interests (as such term is defined change in the Pledge Agreement) except in accordance with the terms of the Security Documentsforegoing amendment, supplement and waiver provisions.

With Consent of Holders of Notes. (a) Except as otherwise provided below in this Section 9.02, the Issuer Issuers and the Trustee may amend or supplement this Indenture, the Indenture and any other Notes or any of the Security Documents Document with the consent of the Holders of at least Permitted Noteholders voting as a majority in aggregate principal amount of the Notes then outstanding single class (including including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, with such consent . Section 2.08 and subject Section 2.09 hereof shall determine which Notes are considered to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in be “outstanding” for 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 purposes of this Indenture, the Notes or the Security Documents. Section 9.02. (b) Upon the request of the Issuer accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture or other such amendment, Issuers and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee and Collateral Agent, if applicable, of the documents described in Section 7.02 9.06 hereof, the Trustee shall join with the Issuer Issuers and the Guarantors in the execution of such amended or supplemental Indenture indenture or other such amendment or supplement to the Collateral Documents unless such amended or supplemental Indenture indenture or other such amendment or supplement to any Collateral Document affects the Trustee's ’s own rights, duties or immunities under this Indenture Indenture, any Collateral Document or otherwise, in which case the Trustee Trustee, may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture indenture or other such amendment. amendment or supplement to any Collateral Document. (c) 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 . It shall be sufficient if such consent approves the substance thereofof the proposed amendment or supplement. A consent to any amendment, supplement or waiver under this Indenture by any Holder given in connection with a tender of such Holder’s Notes will not be rendered invalid by such tender. (d) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Issuers shall mail send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any The failure of to give such notice to all the Issuer to mail such noticeHolders, or any defect therein, shall not, however, in any way the notice will not impair or affect the validity of any such amended or supplemental Indenture amendment, supplement or waiver. Notwithstanding Furthermore, by its acceptance of the foregoingNotes, without the consent of each Holder affectedof the Notes is deemed to have consented to the terms of the Intercreditor Agreements and the Collateral Documents and to have authorized and directed each of the Trustee and Collateral Agent to execute, an deliver and perform each of the Intercreditor Agreements and Collateral Documents to which it is a party, binding the Holders to the terms thereof. (e) Except as provided in Section 9.01, no modification, amendment or waiver under of any provision of this Section 9.02 may not Indenture or any other Notes Document (other than any Account Control Agreement), and no consent to any departure by any Obligor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Permitted Noteholders (or signed by the Trustee with the written consent of the Permitted Noteholders); and, with respect to any Notes held by a non-consenting Holder):Collateral Document, subject to the restrictions contained therein, provided that no such modification, amendment or supplement shall without the prior written consent of: (ai) each Holder directly and adversely affected thereby, (A) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereof); (c) reduce the rate of or extend the time for payment of interest, including default interest, on any Note; (d) make any Note payable in money other than that stated in the Notes; (e) make any change in the provisions of this Indenture governing waivers of past Defaults or the rights of Holders to receive payments of principal of, premium, if any, or interest on if any, on, or (B) extend the Notes; orStated Maturity or interest payment periods, of the Notes or (C) modify such Holder’s ability to vote its obligations pursuant to the Collateral Agency and Accounts Agreement; (fii) provide all of the Holders, (A) amend or modify any provision of this Indenture which provides for the unanimous consent or approval of the Holders to reduce the percentage of principal amount of Notes of the Holders required thereunder or (B) release all or substantially all of the Liens granted to the Collateral Agent or the Trustee under this Indenture or under any material Pledged Equity Interests Collateral Document (other than as such term is defined in the Pledge Agreement) except in accordance with permitted under this Indenture and by the terms of the Security applicable Collateral Document and the Junior Lien Intercreditor Agreement); (iii) all of the Holders, except as referred to under Article 8, release all or substantially all of the Guarantors; (iv) the Holders holding no less than 66.67% of the outstanding principal amount of the Notes, (A) release any of the Collateral (other than as otherwise permitted under this Indenture and the Collateral Documents), (B) release any Note Guarantees of the Notes, (C) amend, modify or waive any provision of Section 4.20 or (D) effect any shortening or subordination of term or reduction in liquidated damages under any IP License; (v) the Permitted Noteholders, to make the Notes of such holder payable in money or securities other than that as stated in the Notes; (vi) the Permitted Noteholders, to impair the right of such holder to institute suit for the enforcement of any payment with respect to the Notes; (vii) all Holders, to reduce the percentage specified in the definition of “Permitted Noteholders;” and (viii) all Holders, to modify any of the foregoing Section 9.02(e)(i) through (vii).

With Consent of Holders of Notes. Except as provided below With the consent of the Holders of not less than a majority in this Section 9.02aggregate principal amount of the outstanding Notes, the Issuer Issuers, the Guarantors and the Trustee may enter into an indenture or indentures supplemental to this Indenture or amend the Security Documents and the Intercreditor Agreements (together with the other consents required thereby) for the purpose of adding any provisions to or supplement changing in any manner or eliminating any of the provisions of this Indenture or the Notes or of modifying in any manner the rights of the Holders under this Indenture, including the definitions herein; provided, however, that no such supplemental indenture or amendment shall, without the consent of the Holder of each outstanding Note affected thereby: (1) change the Stated Maturity of any Note or of any installment of interest on any Note, or reduce the amount payable in respect of the principal thereof or the rate of interest thereon or any premium payable thereon, or reduce the amount that would be due and payable on acceleration of the maturity thereof, or change the place of payment where, or the coin or currency in which, any Note or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof, or change the date on which any Notes may be subject to redemption or reduce the Redemption Price therefor, (2) reduce the percentage in aggregate principal amount of the outstanding Notes, the consent of whose Holders is required for any such supplemental indenture or amendment, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, (3) modify the obligations of the Issuers to make Offers to Purchase (a) from the Excess Proceeds of Assets Sales or Excess Loss Proceeds from an Event of Loss if such modification was done after the occurrence of such Asset Sale or Event of Loss, as applicable, or (b) upon a Change of Control if such modification was done after the occurrence of such Change of Control, (4) subordinate, in right of payment, the Notes to any other Debt of the Issuers, (5) modify any of the provisions of this paragraph or provisions relating to waiver of defaults or certain covenants, except to increase any such percentage required for such actions or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby, or (6) release any Guarantees required to be maintained under this Indenture (other than in accordance with the terms of this Indenture). In addition, any amendment to, or waiver of, the provisions of this Indenture or any Security Document that has the effect of releasing all or substantially all of the Collateral from the Liens securing the Notes or otherwise modifying the Intercreditor Agreements in any manner adverse in any material respect to the Holders of the Security Documents with Notes will require the consent of the Holders of at least 66 2/3% in aggregate principal amount of the Notes then outstanding. In addition, any changes to the provisions of the Escrow Agreement relating to the release of Escrow Proceeds or to making an Escrow Proceeds Offer and that are materially adverse to the Holders will require the consent of the Holders of at least 66 2/3% in aggregate principal amount of the Notes then outstanding. The Holders of not less than a majority in aggregate principal amount of the outstanding Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may on behalf of the Holders of all the Notes waive any existing Default or Event of Default past default under this Indenture and its consequences, except a default: (other than a Default or Event of Default 1) in the any payment in respect of the principal of, of (or premium, if any, ) or interest on the Notes, except a payment default resulting from any Notes (including any Note which is required to have been purchased pursuant to an acceleration that Offer to Purchase which has been rescindedmade by the Company), or (2) in respect of a covenant or compliance with any provision hereof which under this Indenture cannot be modified or amended without the consent of this Indenture, the Notes or the Security DocumentsHolder of each outstanding Note affected. Upon the request of the an Issuer accompanied by a Board Resolution resolution of its board of directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 7.2 hereof, the Trustee shall join with the Issuer in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 Article IX to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding the foregoing, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereof); (c) reduce the rate of or extend the time for payment of interest, including default interest, on any Note; (d) make any Note payable in money other than that stated in the Notes; (e) make any change in the provisions of this Indenture governing waivers of past Defaults or the rights of Holders to receive payments of principal of, premium, if any, or interest on the Notes; or (f) provide for the release of any material Pledged Equity Interests (as such term is defined in the Pledge Agreement) except in accordance with the terms of the Security Documents.

With Consent of Holders of Notes. Section 902 of the Original Indenture is hereby amended to read in its entirety as follows with respect to the Notes: “Except as provided above in Section 901 and below in this Section 9.02902, the Issuer Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes or any of the Security Documents Subsidiary Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, Notes), and, with such consent and subject to Sections 6.04 508 and 6.07 513 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in with respect to 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) Notes or compliance with any provision of this Indenture, the Notes or the Security DocumentsSubsidiary Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including consents obtained in connection with a purchase of, tender offer or exchange offer for Notes). Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents Opinion of Counsel described in Section 7.02 903 hereof, the Trustee shall join with the Issuer Company and the Guarantors in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 902 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 508 and 513 hereof and to the foregoinglast paragraph of this Section 902, the Holders of a majority in principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption or repurchase of the Notes (except as provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver with respect to the definition in Sections 3.04, 4.10 and 4.15 of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereofFirst Supplemental Indenture); (c) reduce the rate of or extend change the time for payment of interest, including default interest, interest on any Note; (d) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); (e) make any Note payable in money other than that stated in the Notes; (ef) make any change in the provisions of this Indenture governing relating to waivers of past Defaults or Events of Default or the rights of Holders of Notes to receive payments of principal of, of or premium, if any, or interest on the Notes; orNotes (except as permitted in clause (g) below); (fg) provide for waive a redemption or repurchase payment with respect to any Note (other than a payment required by Sections 3.04, 4.10 and 4.15 of the First Supplemental Indenture); (h) release any Guarantor from any of any material Pledged Equity Interests (as such term is defined in the Pledge Agreement) its obligations under its Subsidiary Guarantee or this Indenture, except in accordance with the terms of this Indenture; or (i) make any change in the Security Documentspreceding amendment, supplement and waiver provisions.

With Consent of Holders of Notes. (a) Except as provided below otherwise in Section 9.01 and this Section 9.02, the Issuer Issuer, the Trustee and the Trustee Security Agent (as applicable) may amend or supplement this Indenture, the Notes Notes, the Guarantees, the Intercreditor Agreement, any Additional Intercreditor Agreement or any of the Security Documents Document with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security Documents. Guarantees may be waived with the consent of the Holders of a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). (b) Upon the request of the Issuer accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture or other such amendment, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaidIssuer, and upon receipt by the Trustee of the documents described in Section 7.02 hereofSections 9.05 and 12.02, the Trustee shall and the Security Agent will join with the Issuer in the execution of such amended or supplemental Indenture indenture or other such amendment document unless such amended or supplemental Indenture indenture or other such amendment document directly affects the Trustee's or the Security Agent's own rights, duties duties, protections, privileges, indemnities or immunities under this Indenture Indenture, or otherwise, in which case the Trustee or the Security Agent (as the case may be) may in its discretion, but shall will not be obligated to, enter into such amended or supplemental Indenture indenture or other such amendment. document. (c) It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be is sufficient if such consent approves the substance thereof. . (d) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall will mail or otherwise deliver to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail or otherwise deliver such notice, or any defect therein, shall will not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07, the foregoingHolders of a majority in aggregate principal amount of such series of Notes then outstanding may waive compliance in a particular instance by the Issuer with any provision of this Indenture, the Notes, any Security Document or any supplemental indenture. However, unless consented to by the Holders of at least ninety percent (90%) of the aggregate principal amount of the Notes outstanding affected (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), without the consent of each Holder of Notes affected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (aA) reduce the principal amount of any Notes whose Holders must consent to an amendment, supplement or waiver; (bB) reduce the principal of or change extend the fixed maturity of any Note such Notes or alter or waive any of the provisions with respect to the redemption of the such Notes (provided that this subsection (b) shall not be deemed other than provisions relating to apply to any alteration of or waiver with respect Section 4.08 and provisions relating to the definition number of days of notice to be given in the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereofevent of a redemption); (cC) reduce the rate of or extend change the stated time for payment of interest, including default interest, interest on any Notesuch Notes; (dD) waive a Default or Event of Default in the payment of principal of, or interest or premium on such Notes (except pursuant to a rescission of acceleration of such Notes by the Holders of a majority in aggregate principal amount of such Notes and a waiver of the payment default that resulted from such acceleration); (E) make any Note such Notes payable in money currency other than that stated in the such Notes; (eF) make any change in the provisions of this Indenture governing relating to waivers of past Defaults or the rights of Holders of such Notes to receive payments of principal of, premiumor interest or premium on such Notes; (G) waive a redemption payment with respect to any such Notes (other than a payment required by Section 4.08); (H) impair the right of any Holder to receive payment of principal of and interest or Additional Amounts, if any, on such Notes on or interest after the due dates therefor or to institute suit for the enforcement of any such payment on the or with respect to such Notes; or; (fI) provide for make any change in Section 4.10 that adversely affects the release right of any Holder of such Notes in any material Pledged Equity respect or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the Issuer agrees to pay Additional Amounts, if any, in respect thereof; (J) release all or substantially all of the Security Interests (as such term is defined in the Pledge Agreement) except other than in accordance with the terms of the Security Documents, the Intercreditor Agreement, any applicable Additional Intercreditor Agreement or this Indenture; (K) release any Guarantor from any of its obligations under its Guarantee or this Indenture, except in accordance with the terms of this Indenture; or (L) make any change in the preceding amendment and waiver provisions. (e) Any amendment, supplement or waiver consented to by at least ninety percent (90%) of the aggregate principal amount of the then outstanding Notes will be binding against any non-consenting Holders.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, any Guarantee and the Notes or any of the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding, other than Notes beneficially owned by the Issuer or any of its Affiliates, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes, and any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes issued thereunder may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes, other than Notes beneficially owned by any of the Issuer’s Affiliates (including consents obtained in connection with a purchase of or tender offer or exchange offer for, or purchase of, for such Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security Documents. Upon the request of the Issuer accompanied by a resolution of the Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof7.02(b) hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantors in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall mail send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding the foregoing, without Without the consent of each affected Holder affectedof Notes, an amendment or waiver under this Section 9.02 may not (not, with respect to any Notes held by a non-consenting Holder):: (a1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; (b2) reduce the principal amount of or change the fixed final maturity of any such Note or alter or waive any of reduce the provisions with respect to premium payable upon the redemption of such Note or change the Notes time (except those providing when notice of redemption is to be provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" Trustee or the term "Net Proceeds" Holders) at which any Notes may be redeemed (or any in each case other defined terms used in such definitions) contained in Section 1.01 than provisions relating to Sections 3.09, 4.10 and 4.14 hereof); (c3) reduce the rate of or extend change the time for payment of interest, including default interest, interest on any Note; (d4) waive a Default in the payment of principal of or premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration) or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all affected Holders; (5) make any Note payable in money other than that stated in the Notestherein; (e6) make any change in the provisions of this Indenture governing relating to waivers of past Defaults or the rights of Holders to receive payments of principal of, of or premium, if any, or interest on the Notes; (7) make any change to this paragraph of this Section 9.02; (8) impair the right of any Holder to receive payment of principal of, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (9) make any change to the ranking of the Notes that would adversely affect the Holders of the Notes; (10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Party in any manner adverse to the Holders of the Notes; or (f11) provide for after the release Issuer’s obligation to purchase Notes arises thereunder, amend, change or modify in any respect materially adverse to the Holders of the Notes the obligations of the Issuer to make and consummate a Change of Control Offer in the event of a Change of Control or make and consummate an Asset Sale Offer with respect to any Asset Sale that has been consummated or, after such Change of Control has occurred or such Asset Sale has been consummated, modify any of the provisions or definitions with respect thereto in a manner that is materially adverse to the Holders of the Notes. Notwithstanding anything in this Indenture to the contrary, (1) no amendment or supplement to this Indenture or the Notes that modifies or waives the specific rights or obligations of any material Pledged Equity Interests Agent may be made without the consent of such Agent (it being understood that the Trustee’s execution of any such amendment or supplement shall constitute such consent if the Trustee is then also acting as such term is defined in the Pledge Agreement) except in accordance with the terms of the Security DocumentsAgent). Section 9.03 [Reserved].

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes or any of and the Security Documents Subsidiary Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Outstanding voting as a single class (including including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, with such consent and subject to Sections 6.04 508 and 6.07 hereof, may waive 513 of the Base Indenture) and any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision provisions of this Indenture, the Notes or the Security Documents. Upon the request of the Issuer accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture or other such amendment, and upon the filing Subsidiary Guarantees may be waived with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of a majority in aggregate principal amount of the documents described then Outstanding Notes (including, without limitation, consents obtained in Section 7.02 hereofconnection with a tender offer or exchange offer for, or purchase of, the Trustee shall join with the Issuer in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentNotes). It shall will not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall will be sufficient if such consent approves the substance thereofof the proposed amendment or waiver. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall mail Company will send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail send such notice, or any defect therein, shall will not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding the foregoingHowever, without the consent of each Holder of Notes affected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (a) reduce the principal amount of Notes whose the Holders of which must consent to an amendment, supplement or waiver, including the waiver of Defaults or Events of Default, or to a rescission and cancellation of a declaration of acceleration of the Notes; (b) reduce the rate of or change or have the effect of changing the time for payment of interest, including defaulted interest, on any Notes; (c) reduce the principal of or change or have the effect of changing the fixed maturity of any Note Notes or alter or waive any of the provisions with respect to the redemption of the Notes (provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver with respect including the provisions relating to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" Special Mandatory Redemption (or any other defined terms used in such definitions) contained in than provisions relating to Section 1.01 hereof3.04); (c) reduce the rate of or extend the time for payment of interest, including default interest, on any Note; (d) make any Note Notes payable in money other than that stated in the Notes; (e) make any change in the provisions of this Indenture governing relating to waivers of past Defaults or the rights of Holders to receive payments payment of principal of, or interest or premium, if any, on the Notes on or after the due date thereof or to bring suit to enforce such payment; (f) change the price payable by the Company for Notes repurchased pursuant Section 4.10 or Section 4.13 or, after the occurrence of a Change of Control, modify or change in any material respect the obligation of the Company to make and consummate a Change of Control Offer or modify any of the provisions or definitions with respect thereto; (g) waive a Default or Event of Default in the payment of principal of, or interest on or premium on, the Notes; provided that this clause (g) shall not limit the right of the Holders of at least a majority in aggregate principal amount of the Outstanding Notes to rescind and cancel a declaration of acceleration of the Notes following delivery of an acceleration notice as described in Article FIVE of the Base Indenture; (h) release any Guarantor from any of its obligations under its Subsidiary Guarantee under this Indenture, except as permitted by this Indenture; (i) contractually subordinate the Notes or the Subsidiary Guarantees to any other Indebtedness; or (fj) provide for the release of make any material Pledged Equity Interests (as such term is defined change in the Pledge Agreement) except in accordance with the terms of the Security Documentspreceding amendment and waiver provisions.

With Consent of Holders of Notes. Except as provided below in this Section 9.029.02 or as provided in Section 10.13 or Section 12.13 of this Indenture, the Issuer and the Trustee may amend or supplement this Indenture, the Notes and the Subsidiary Guarantees may be amended or any of the Security Documents supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including including, without limitation, consents obtained in connection with a purchase of, or a tender offer or exchange offer for, or purchase of, Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security DocumentsSubsidiary Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or a tender offer or exchange offer for, the Notes). Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereofan Officers' Certificate and an Opinion of Counsel, the Trustee shall join with the Issuer Company and the Guarantors in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretionmay, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders of each Note affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding Subject to Sections 6.04, 6.07, 10.13 and 12.13 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding may amend or waive compliance in a particular instance by the Company or the Guarantors with any provision of this Indenture or the Notes or the Subsidiary Guarantees. However, without the consent of each Holder affected, an amendment amendment, or waiver under this Section 9.02 may not (with respect to any Notes Note held by a non-consenting Holder): (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity of any Note Notes or alter or waive any of the provisions with respect to the redemption of the Notes (provided that this subsection (b) shall not be deemed other than provisions relating to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 Sections 3.09, 4.10 and 4.13 hereof); (c) reduce the rate of or extend change the time for payment of interest, including default interest, interest on any Note; (d) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); (e) make any Note payable in money other than that stated in the Notes; (ef) make any change in Section 6.04 or 6.07 hereof; (g) waive a redemption or repurchase payment with respect to any Note (other than a payment required by Section 4.10 or 4.13 hereof); (h) except as otherwise permitted herein, release any Guarantor from any of its obligations under its Subsidiary Guarantee or this Indenture, or amend the provisions herein relating to the release of Guarantors; or (i) make any change in the amendment and waiver provisions of this Indenture governing waivers of past Defaults or the rights of Holders to receive payments of principal of, premium, if any, or interest on the Notes; or (f) provide for the release of any material Pledged Equity Interests (as such term is defined in the Pledge Agreement) except in accordance with the terms of the Security DocumentsArticle 9.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, the Notes or any of the Security Documents with (a) With the consent of the Holders of at least not less than a majority in aggregate principal amount of the outstanding Notes, the Issuers, the Guarantors and the Trustee (and, if applicable, the Collateral Agent) may enter into an indenture or indentures supplemental to this Indenture, or amendments to the Security Documents, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Notes or Security Documents or of modifying in any manner the rights of the Holders of the Notes under this Indenture or Security Documents, including the definitions herein and therein; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each outstanding Note affected thereby: (1) change the Stated Maturity of any Note or of any installment of interest on any Note, or reduce the amount payable in respect of the principal thereof or the rate of interest thereon or any premium payable thereon, or reduce the amount that would be due and payable on acceleration of the maturity thereof, or change the place of payment where, or the coin or currency in which, any Note or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof, or change the date on which any Notes may be subject to redemption or reduce the Redemption Price therefor or amounts payable under Section 4.1(c); (2) reduce the percentage in aggregate principal amount of the outstanding Notes, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; (3) modify the obligations of the Issuers to make Offers to Purchase upon a Change of Control or from the Excess Proceeds of Asset Sales or Events of Loss if such modification was done after the occurrence of such Change of Control, such Asset Sale or such Event of Loss; provided, that prior to the occurrence of a Change of Control, the Holders of a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default the requirement to make or Event of Default complete an Offer to Purchase; (other than a Default 4) modify 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 change any provision of this Indenture, Indenture affecting the ranking of the Notes or the Security Documents. Upon the request of the Issuer accompanied by any Note Guarantee in a Board Resolution authorizing the execution of any such amended or supplemental Indenture or other such amendment, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendment. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer shall mail manner adverse to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding the foregoing, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereof); (c) reduce the rate of or extend the time for payment of interest, including default interest, on any Note; (d) make any Note payable in money other than that stated in the Notes; (e5) modify any of the provisions of this paragraph or provisions relating to waiver of defaults or certain covenants, except to increase any such percentage required for such actions or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby; (6) release any Note Guarantees required to be maintained under this Indenture (other than (a) in accordance with the terms of this Indenture and (b) releases that are required pursuant to the terms of the Intercreditor Agreement); (7) make any change in the provisions of this Indenture governing waivers of past Defaults or Section 4.1(c) that adversely affects the rights of Holders any Holder or amend the terms of the Notes or this Indenture in a way that would result in the loss to receive payments any Holder of principal of, premium, if any, or interest on an exemption from any of the NotesTaxes described thereunder; or (f) provide for 8) release all or substantially all of the release Collateral from the Liens of any material Pledged Equity Interests (as such term is defined in the Pledge Agreement) except Security Documents other than in accordance with the terms of this Indenture and the Security DocumentsDocuments (including any releases that are required pursuant to the terms of the Inter-creditor Agreement). (b) The Holders of not less than a majority in aggregate principal amount of the outstanding Notes may on behalf of the Holders of all the Notes waive any past default under this Indenture and its consequences, except a default: (1) in any payment in respect of the principal of (or premium, if any) or interest on any Notes (including any Note which is required to have been purchased pursuant to an Offer to Purchase which has been made by the Issuers), or (2) in respect of a covenant or provision hereof which under this Indenture cannot be modified or amended without the consent of the Holder of each outstanding Note affected.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, the Notes or any of the Security Documents Note Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer foroffer, or purchase of, for Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security DocumentsNote Guarantees may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with or a tender offer or exchange offer for the Notes). Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee shall join with the Issuer Company and the Subsidiary Guarantors in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretionmay, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders of each Note affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding Subject to Sections 6.02, 6.04 and 6.07, hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding may amend or waive compliance in a particular instance by the Company or the Subsidiary Guarantors with any provision of this Indenture, the Notes or the Note Guarantees. However, without the consent of each Holder affected, an amendment amendment, or waiver under this Section 9.02 may not (with respect to any Notes Note held by a non-consenting Holder): (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereof); (c) reduce the rate of or extend the time for payment of interest, including default interest, on any Note; (d) make any Note payable in money other than that stated in the Notes; (e) make any change in the provisions of this Indenture governing waivers of past Defaults or the rights of Holders to receive payments of principal of, premium, if any, or interest on the Notes; or (f) provide for the release of any material Pledged Equity Interests (as such term is defined in the Pledge Agreement) except in accordance with the terms of the Security Documents.

With Consent of Holders of Notes. Section 902 of the Original Indenture is hereby amended to read in its entirety as follows with respect to the Notes: “Except as provided above in Section 901 and below in this Section 9.02902, the Issuer Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes or any of the Security Documents Subsidiary Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount Reduced Principal Amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, Notes), and, with such consent and subject to Sections 6.04 508 and 6.07 513 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in with respect to 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) Notes or compliance with any provision of this Indenture, the Notes or the Security DocumentsSubsidiary Guarantees may be waived with the consent of the Holders of a majority in aggregate Reduced Principal Amount of the then outstanding Notes (including consents obtained in connection with a purchase of, tender offer or exchange offer for Notes). Upon the request of the Issuer Company accompanied by a resolution of its Board Resolution of Directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents Opinion of Counsel described in Section 7.02 903 hereof, the Trustee shall join with the Issuer Company and the Guarantors in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 902 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding Subject to Sections 508 and 513 hereof and to the foregoinglast paragraph of this Section 902, the Holders of a majority in Reduced Principal Amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (a) reduce the principal amount Reduced Principal Amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal Reduced Principal Amount of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption or repurchase of the Notes (except as provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver with respect to the definition in Sections 3.04, 4.10 and 4.15 of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereofSecond Supplemental Indenture); (c) reduce the rate of or extend change the time for payment of interest, including default interest, interest on any Note; (d) waive a Default or Event of Default in the payment of Reduced Principal Amount of or premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in Reduced Principal Amount of the Notes and a waiver of the payment default that resulted from such acceleration); (e) make any Note payable in money other than that stated in the Notes; (ef) make any change in the provisions of this Indenture governing relating to waivers of past Defaults or Events of Default or the rights of Holders of Notes to receive payments of principal of, Reduced Principal Amount of or premium, if any, or interest on the Notes (except as permitted in clause (g) below) or settlements due upon conversion of the Notes; or; (fg) provide for waive a redemption or repurchase payment with respect to any Note (other than a payment required by Sections 3.04, 4.10 and 4.15 of the Second Supplemental Indenture); (h) release any Guarantor from any of any material Pledged Equity Interests (as such term is defined in the Pledge Agreement) its obligations under its Subsidiary Guarantee or this Indenture, except in accordance with the terms of this Indenture; (i) reduce the Security Documentsconsideration due upon conversion or otherwise adversely affect the right of Holders to convert Notes in accordance with Article 11 of the Second Supplemental Indenture or modify the Reduction provisions or Mandatory Conversion provisions of the Second Supplemental Indenture in a manner adverse to Holders; or (j) make any change in the preceding amendment, supplement and waiver provisions. In addition, any amendment or supplement to, or waiver of, the provisions of this Indenture relating to subordination of the Notes or the Subsidiary Guarantees to Senior Debt that adversely affects the rights of the Holders of the Notes shall require the consent of the Holders of at least 75% in principal amount of Notes then outstanding.”

With Consent of Holders of Notes. Except (a) To the extent Holder consent is required, except as otherwise provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, the Notes or Indenture and any of the Security Documents Collateral Document with the consent of the Holders of at least Permitted Noteholders voting as a majority in aggregate principal amount of the Notes then outstanding single class (including including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, with such consent . Section 2.08 and subject Section 2.09 hereof shall determine which Notes are considered to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in be “outstanding” for 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 purposes of this Indenture, the Notes or the Security Documents. Section 9.02. (b) Upon the request of the Issuer accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture or other such amendment, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee and Master Collateral Agent, if applicable, of the documents described in Section 7.02 9.06 hereof, the Trustee and, if applicable, the Master Collateral Agent, shall join with the Issuer and the Guarantors in the execution of such amended or supplemental Indenture indenture or other such amendment or supplement to Collateral Documents unless such amended or supplemental Indenture indenture or other such amendment or supplement to any Collateral Document affects the Trustee's ’s or Master Collateral Agent’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee and the Master Collateral Agent, may in its their discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendment. indenture. (c) 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 . It shall be sufficient if such consent approves the substance thereofof the proposed amendment or 133 supplement. After an A consent to any amendment, supplement or waiver under this Section becomes effective, the Issuer shall mail to the Holders affected thereby Indenture by any Holder given in connection with a notice briefly describing the amendment, supplement or waiver. Any failure tender of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding the foregoing, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any ▇▇▇▇▇▇’s Notes held by a non-consenting Holder): (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (provided that this subsection (b) shall will not be deemed to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in rendered invalid by such definitions) contained in Section 1.01 hereof); (c) reduce the rate of or extend the time for payment of interest, including default interest, on any Note; (d) make any Note payable in money other than that stated in the Notes; (e) make any change in the provisions of this Indenture governing waivers of past Defaults or the rights of Holders to receive payments of principal of, premium, if any, or interest on the Notes; or (f) provide for the release of any material Pledged Equity Interests (as such term is defined in the Pledge Agreement) except in accordance with the terms of the Security Documentstender.

With Consent of Holders of Notes. (a) Except as otherwise provided below in this Section 9.02, the Issuer Company, the Guarantors and the Trustee may amend or supplement this Indenture, Indenture with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and, subject to Sections 6.04 and 6.07 hereof, any past default or compliance with any provisions may also be waived (except a default in the payment of principal, premium or interest and certain covenants and provisions of this Indenture which cannot be amended without the Security Documents consent of each Holder of an outstanding Note) with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). (b) The Company may, andbut shall not be obligated to, with fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Holders on such record date, or its duly designated proxies, and only such Persons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided that unless such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment shall have become effective by virtue of the principal ofrequisite percentage having been obtained prior to the date which is 90 days after such record date, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescindedany such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect. (c) or compliance with any provision of this Indenture, the Notes or the Security Documents. Upon the request of the Issuer Company accompanied by a Board Resolution resolution of its board of directors authorizing the execution of any such amended amendment or supplemental Indenture or other such amendmentsupplement to this Indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 and, where applicable, Section 12.07 hereof, the Trustee shall join with the Issuer Company in the execution of such amended amendment or supplemental Indenture or other supplement unless such amendment unless such amended or supplemental Indenture or other such amendment supplement directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended amendment or supplemental Indenture or other such amendment. supplement. (d) 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. . (e) After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture amendment, supplement or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) may waive compliance in a particular instance by the Company or Parent Guarantor with any provision of this Indenture, or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (ai) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (bii) reduce the principal of or change the fixed maturity of any Note or alter change the date on which any Notes may be subject to redemption or repurchase, reduce the redemption or repurchase price of the Notes, or waive any of the provisions payment with respect to the redemption of the Notes (provided that except as would otherwise be permitted under this subsection (b) shall not be deemed to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereof9.02(e)(ix)); (ciii) reduce the rate of or extend change the time for payment of interest, including default interest, interest on any Note; (div) waive a Default or Event of Default in the payment of principal, premium or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); (v) make any Note payable in money currency other than that stated in the NotesU.S. dollars; (evi) make any change in the provisions of this Indenture governing relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal ofprincipal, interest or premium, if any, or interest on the Notes; or; (fvii) provide for the release any Guarantor from any of any material Pledged Equity Interests (as such term is defined in the Pledge Agreement) its obligations under its Notes Guarantee or this Indenture, except in accordance with the terms of this Indenture; (viii) impair the Security Documentsright to institute suit for the enforcement of any payment on or with respect to the Notes or the Notes Guarantees; (ix) after the Company’s obligation to purchase the Notes arises under this Indenture, amend, change or modify the obligation of the Company to make and consummate an Asset Sale Offer with respect to any Asset Sale in accordance with Section 4.11 or the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control in accordance with Section 4.19, including, in each case, amending, changing or modifying any definition relating thereto; (x) amend or modify any of the provisions of this Indenture or the related definitions affecting the subordination or ranking of the Notes or any Notes Guarantee in any manner adverse to the Holders of the Notes or any Notes Guarantee; (xi) except as permitted by this Indenture, the Collateral Documents or the Intercreditor Agreement, release the Company or any Guarantor from the Collateral Documents or release all or substantially all the collateral granted thereunder; or (xii) make any change in the preceding amendment and waiver provisions.

With Consent of Holders of Notes. Except as provided below in this Section 9.0211.02, the Issuer Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes or any of and the Security Documents Guarantees with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes of all series then outstanding which are affected by such amendment or supplement voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Security DocumentsGuarantees may be waived with the written consent of the Holders of a majority in principal amount of the Notes of all series then outstanding which are affected by such waiver voting as a single class. Upon the written request of the Issuer Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture or other such amendmentIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of at least a majority in principal amount of the Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 11.06 hereof, the Trustee shall join with the Issuer Company and the Guarantors in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment directly affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentIndenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 11.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes of all series then outstanding which are affected by such waiver voting as a single class may waive in writing compliance in a particular instance by the Company or any Guarantor with any provision of this Indenture, the Notes or the Guarantees. However, without the written consent of each Holder affected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (a) reduce the principal amount of Notes whose Holders must consent to an amendmenta modification, supplement amendment or waiverwaiver under this Indenture or make any other change in this clause (a) or clauses (b) through (h) below; (b) reduce the principal rate of or change or have the fixed maturity effect of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereof); (c) reduce the rate of or extend changing the time for payment of interest, including default defaulted interest, on any NoteNotes; (c) reduce the principal of or change or have the effect of changing the Maturity of any Notes, or change the date on which any Notes may be subject to redemption or reduce the Redemption Price therefor; (d) make any Note Notes payable in money other than that stated in the Notes; (e) make any change in the provisions of this Indenture governing waivers protecting the right of past Defaults or the rights of Holders each Holder to receive payments payment of principal of, premium, if any, or and interest on such Note on or after the Notesdue date thereof or to bring suit to enforce such payment, or permitting Holders of a majority in principal amount of Notes to waive Defaults or Events of Default; (f) after the Company’s obligation to purchase Notes arises thereunder, amend, change or modify in any material respect the obligation of the Company to make and consummate of Change of Control Offer in the event of a Change of Control Triggering Event or, after such Change of Control Triggering Event has recurred, modify any of the provisions or definitions with respect thereto; (g) modify or change any provision of this Indenture or the related definitions affecting the seniority or ranking of the Notes in a manner which adversely affects the Holders; or (fh) provide for release all or substantially all of the release Collateral from the Lien of any material Pledged Equity Interests the Security Documents (as such term is defined in the Pledge Agreement) except other than in accordance with the terms of Article VIII and the Security Documents) or release all or substantially all of the value of the Guarantees (other than in accordance with Section 9.05 hereof).

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer The Company and the Trustee may amend or supplement this Indenture, the Pledge Agreement or the Notes or any of the Security Documents amended or supplemental indenture with the written consent of the Holders of at least Notes of not less than a majority in aggregate principal amount of the Notes then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) and its consequences or compliance with any provision of this Indenture, the Notes Pledge Agreement or the Security DocumentsNotes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for the Notes). Upon the request of the Issuer Company accompanied by a resolution of the Board Resolution of Directors of the Company authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof9.06, the Trustee shall join with the Issuer Company in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding Subject to Sections 6.04 and 6.07, the foregoingHolders of a majority in aggregate principal amount of the then outstanding Notes may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-non- consenting Holder): Holder of Notes): (ai) reduce the percentage in principal amount outstanding of Notes whose Holders must shall consent to an amendment, supplement or waiver; waiver or consent to take any action under this Indenture or the Notes; (bii) reduce the principal of or change extend the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (provided that this subsection (b) shall not be deemed to apply to any alteration of other than Section 4.11 or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 4.15 hereof); ; (ciii) reduce the rate of or extend change the time for payment of interest, including default interest, interest on any Note; Notes; (div) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); (v) make any Note Note, or any premium or accrued interest thereon, payable in money other than that stated in the Notes; ; (evi) make any change in the provisions of this Indenture governing relating to waivers of past Defaults or the rights of Holders holders of Notes to receive payments of principal of, premium, if any, or interest on the Notes; or (fvii) provide waive a redemption payment with respect to any Note (other than a payment required by Section 4.11 or Section 4.15 hereof); (viii) make any change in the foregoing amendment and waiver provisions; (ix) impair the right to institute suit for the release enforcement of any material Pledged Equity Interests payment on or with respect to the Notes; (as such term is defined x) adversely affect the ranking of the Notes in a manner adverse to the holders of the Notes; or (xi) release any Collateral from the Lien created by the Pledge Agreement) , except in accordance with the terms thereof. In addition, without the consent of the Security Documentsholders of at least 66 2/3% in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for Notes), no amendment to this Indenture may make any change in, and no waiver may be made with respect to any Default in the performance of, Section 4.11 or Section 4.15 hereof.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, the Notes or any of the Security Documents with With the consent of the Holders of at least not less than a majority in aggregate principal amount of the Notes then outstanding (including consents obtained Notes, the Issuer, the Guarantors and the Trustee may enter into an indenture or indentures supplemental to this Indenture for the purpose of adding any provisions to or changing in connection with a tender offer any manner or exchange offer for, or purchase of, Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive eliminating any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, provisions of this Indenture or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) Notes or compliance with of modifying in any provision manner the rights of the Holders of the Notes under this Indenture, including the Notes or the Security Documents. Upon the request of the Issuer accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture or other such amendment, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendment. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall notdefinitions herein; provided, however, in any way impair or affect the validity of any that no such amended or supplemental Indenture or waiver. Notwithstanding the foregoingindenture shall, without the consent of the Holder of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):outstanding Note affected thereby: (a1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity Stated Maturity of any Note or alter of any installment of interest on any Note, or waive any reduce the amount payable in respect of the principal thereof or the rate of interest thereon or any premium payable thereon, or reduce the amount that would be due and payable on acceleration of the maturity thereof, or change the place of payment where, or the coin or currency in which, any Note or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof, or change the date on which any Notes may be subject to redemption or reduce the Redemption Price therefor; (2) reduce the percentage in aggregate principal amount of the outstanding Notes, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions with respect of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; (3) modify the obligations of the Issuer to make an Offer to Purchase upon a Change of Control if such modification was done after the redemption occurrence of such Change of Control; (4) modify any provision of this Indenture affecting the ranking of the Notes (provided that this subsection (b) shall not be deemed to apply to or any alteration of or waiver with respect Note Guarantee in a manner adverse to the definition Holders of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereof); (c) reduce the rate of or extend the time for payment of interest, including default interest, on any Note; (d) make any Note payable in money other than that stated in the Notes; (e5) make modify any change in the provision specifying requirements to effect waiver of defaults or certain covenants, except to increase any such percentage required for such actions or to provide that certain other provisions of this Indenture governing waivers cannot be modified or waived without the consent of past Defaults or the rights Holder of Holders to receive payments of principal of, premium, if any, or interest on the Noteseach outstanding Note affected thereby; or (f6) provide for the release of any material Pledged Equity Interests Guarantees required to be maintained under this Indenture (as such term is defined in the Pledge Agreement) except other than in accordance with the terms of this Indenture). The Holders of not less than a majority in aggregate principal amount of the Security Documents.outstanding Notes may on behalf of the Holders of all the Notes waive any past default under this Indenture and its consequences, except a default: (1) in any payment in respect of the principal of (or premium, if any) or interest on any Notes (including any Note which is required to have been purchased pursuant to an Offer to Purchase which has been made by the Issuer), which default may only be waived in accordance with Section 6.4, or (2) in respect of a covenant or provision hereof which under this Indenture cannot be modified or amended without the consent of the Holder of each outstanding Note affected, as contemplated in the first paragraph of Section 9.2

With Consent of Holders of Notes. Except as provided below in this Section 9.02The Company, the Issuer any Guarantor and the Trustee may amend or supplement this Indenture, the Notes Notes, any Security Document or any of the Security Documents amended or supplemental indenture with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, with such consent and subject to Sections 6.04 6.7 and 6.07 hereof6.10, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) and its consequences or compliance with any provision of this IndentureIndenture or the Notes may be waived with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). However, without the consent of 90% of the Holders of outstanding Notes affected, no amendment or waiver may: (1) reduce the amount of Notes whose Holders must consent to an amendment; (2) reduce the rate of or change or have the effect of changing the time for payment of interest on any Note, including defaulted interest; (3) reduce the principal of or change or have the effect of changing the Stated Maturity of any Note or change the date on which any Notes may be subject to redemption or reduce the redemption price therefor; (4) make any Note payable in money other than that stated in the Note; (5) make any change in provisions of this Indenture protecting the right of each Holder to receive payment of principal of and interest on such Note on or after the due date thereof or to bring suit to enforce such payment, or permitting Holders of a majority in principal amount of Notes to waive Defaults or Events of Default; (6) after the Company’s obligation to purchase Notes arises thereunder, amend, change or modify in any material respect the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control or make and consummate a Net Proceeds Offer with respect to any Asset Sale that has been consummated or, after such Change of Control has occurred or such Asset Sale has been consummated, modify any of the provisions or definitions with respect thereto; (7) modify or change any provision of this Indenture or the related definitions affecting the subordination or ranking of the Notes or any Guarantee in a manner which adversely affects the Security DocumentsHolders; or (8) release any Guarantor that is a Significant Subsidiary from any of its obligations under its Guarantee or the Indenture otherwise than in accordance with the terms of the Indenture. Upon the request of the Issuer Company, accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer Company and any Guarantor in the execution of such amended or supplemental Indenture or other such amendment unless such amended or supplemental Indenture or other such amendment affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture (subject to Section 9.5). It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. A consent to any amendment or waiver under this Indenture by any Holder of Notes given in connection with a tender of such Holder’s Notes will not be rendered invalid by such tender. After an amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to the Holders affected thereby of Notes a notice briefly describing the amendment, supplement or waiver. In addition, for so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of such stock exchange so require, the Company will publish notice of any amendment, supplement and waiver in Luxembourg in a daily newspaper with general circulation in Luxembourg (which is expected to be the Luxemburger Wort). Any failure of the Issuer Company to mail or give or publish such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding the foregoing, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereof); (c) reduce the rate of or extend the time for payment of interest, including default interest, on any Note; (d) make any Note payable in money other than that stated in the Notes; (e) make any change in the provisions of this Indenture governing waivers of past Defaults or the rights of Holders to receive payments of principal of, premium, if any, or interest on the Notes; or (f) provide for the release of any material Pledged Equity Interests (as such term is defined in the Pledge Agreement) except in accordance with the terms of the Security Documents.

With Consent of Holders of Notes. Except as provided below in this Section 9.029.2, the Issuer and the Trustee may amend or supplement this Indenture, the Notes Notes, the Guarantees, the Intercreditor Agreement or any of the Security Documents Document may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including it being understood that the provisions of the Intercreditor Agreement and the Security Documents that may by their terms be amended or supplemented without the consent of the Holders do not require the consent of the Holders contemplated hereby), including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer foroffer, or purchase offor Notes, Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes, the Guarantees, the Intercreditor Agreement or any Security Document may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes or (it being understood that the provisions of the Intercreditor Agreement and the Security DocumentsDocuments that may by their terms be waived without the consent of the Holders do not require the consent of the Holders contemplated hereby), including, without limitation, consents obtained in connection with a purchase of, or a tender offer or exchange offer for, Notes. Upon the request of the Issuer AirGate accompanied by a Board Resolution authorizing the execution of any such amended amendment to this Indenture, the Guarantees, the Intercreditor Agreement, the Security Documents or supplemental Indenture or other such amendment, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaidNotes, and upon receipt by the Trustee of the documents described in Section 7.02 Sections 9.6 and 13.4 hereof, the Trustee shall join with AirGate and the Issuer Guarantors in the execution of such amended any amendment to this Indenture, the Guarantees, the Intercreditor Agreement, the Security Documents or supplemental the Notes authorized or permitted by the terms of this Indenture or other and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amendment unless such amended to this Indenture, the Guarantees, the Intercreditor Agreement, the Security Documents or supplemental Indenture or other such amendment the Notes that affects the Trustee's its own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendment. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Issuer AirGate shall mail to the Holders of each Note affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer AirGate to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding Subject to Sections 6.2, 6.4 and 6.7 hereof, the foregoingHolders of a majority in aggregate principal amount of the Notes then outstanding may amend or waive compliance in a particular instance by AirGate with any provision of this Indenture or the Notes. However, without the consent of each Holder adversely affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes Note held by a non-consenting Holder): (a) reduce the aggregate principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (provided that this subsection (b) shall not be deemed other than provisions relating to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 Sections 4.10 and 4.14 hereof); (c) reduce the rate of or extend change the time for payment of interest, including default interest, interest on any Note; (d) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); (e) make any Note payable in money other than that stated in the Notes; (ef) make any change in the provisions of this Indenture governing relating to waivers of past Defaults or the rights of Holders to receive payments of principal of, of or premium, if any, or interest on the Notes; (g) waive a redemption or repurchase payment with respect to any Note (other than a payment required by Section 4.10 or 4.14 hereof); or (fh) provide for the release of make any material Pledged Equity Interests (as such term is defined change in the Pledge Agreement) except in accordance with the terms amendment and waiver provisions of the Security Documentsthis Article IX.

With Consent of Holders of Notes. (a) Except as otherwise provided below in this Section 9.02, the Issuer Co-Issuers and the Trustee may amend or supplement this Indenture, the Indenture and any other Notes or any of the Security Documents with the consent of the Holders of at least Permitted Noteholders voting as a majority in aggregate principal amount of the Notes then outstanding single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, with such consent . Section 2.08 and subject Section 2.09 hereof shall determine which Notes are considered to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in be “outstanding” for 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 purposes of this Indenture, the Notes or the Security Documents. Section 9.02. (b) Upon the request of the Issuer accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture or other such amendment, Co-Issuers and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee and Collateral Agent, if applicable, of the documents described in Section 7.02 9.06 hereof, the Trustee shall join with the Issuer Co-Issuers and the Guarantors in the execution of such amended or supplemental Indenture indenture or other such amendment or supplement to the Collateral Documents unless such amended or supplemental Indenture indenture or other such amendment or supplement to any Collateral Document affects the Trustee's ’s own rights, duties or immunities under this Indenture Indenture, any Collateral Document or otherwise, in which case the Trustee Trustee, may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture indenture or other such amendment. amendment or supplement to any Collateral Document. (c) 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 . It shall be sufficient if such consent approves the substance thereofof the proposed amendment or supplement. A consent to any amendment, supplement or waiver under this Indenture by any Holder given in connection with a tender of such H▇▇▇▇▇’s Notes will not be rendered invalid by such tender. (d) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Co-Issuers shall mail send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any The failure of to give such notice to all the Issuer to mail such noticeHolders, or any defect therein, shall not, however, in any way the notice will not impair or affect the validity of any such amended or supplemental Indenture amendment, supplement or waiver. Notwithstanding Furthermore, by its acceptance of the foregoingNotes, without the consent of each Holder affectedof the Notes is deemed to have consented to the terms of the Intercreditor Agreements and the Collateral Documents, an confirmed that such documents entered into on the Closing Date are in form and substance satisfactory to it and to have authorized and directed each of the Trustee and Collateral Agent to execute, deliver and perform each of the Intercreditor Agreements and Collateral Documents to which it is a party, binding the Holders to the terms thereof. (e) Except as provided in Section 9.01, no modification, amendment or waiver under of any provision of this Section 9.02 may not Indenture or any other Notes Documents (other than any Account Control Agreement), and no consent to any departure by any Obligor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Permitted Noteholders (or signed by the Trustee with the written consent of the Permitted Noteholders); and, with respect to any Notes held by a non-consenting Holder):Collateral Document, subject to the restrictions contained therein, provided that no such modification, amendment or supplement shall without the prior written consent of: (ai) each Holder directly and adversely affected thereby, (A) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereof); (c) reduce the rate of or extend the time for payment of interest, including default interest, on any Note; (d) make any Note payable in money other than that stated in the Notes; (e) make any change in the provisions of this Indenture governing waivers of past Defaults or the rights of Holders to receive payments of principal of, premium, if any, or interest if any, on, (B) extend the Stated Maturity or interest payment periods, of the Notes, (C) modify such Holder’s ability to vote its obligations pursuant to the Collateral Agency and Accounts Agreement, (D) reduce the Redemption Premium (including the Make-Whole Amount) or any other fee due and payable to such Holder or (E) amend, waive or modify, or have the effect of amending, waiving or modifying, a Default or Event of Default for non-payment of principal or interest (whether in cash or paid in-kind), including the cure periods applicable to any such Default; (ii) all of the Holders, (A) amend or modify, or have the effect of amending or modifying, any provision of this Indenture which provides for the unanimous consent or approval of the Holders to reduce the percentage of principal amount of Notes of the Holders required thereunder, (B) release, or have the effect of releasing, all or substantially all of the value of the Collateral from the Liens granted to the Collateral Agent or the Trustee under this Indenture or under any Collateral Document (other than as permitted under this Indenture and by the terms of the applicable Collateral Document and the Junior Lien Intercreditor Agreement), (C) amend, waive or modify, or have the effect of amending, waiving or modifying, Section 4.01 or any other waterfall provision in the Notes Documents (whether in connection with proceeds from Collateral or otherwise), (D) amend, waive or modify, or have the effect of amending, waiving or modifying (including through amending, modifying or waiving any definition therein), Section 4.35, or (F) amend, waive or modify, or have the effect of amending, waiving or modifying, this Indenture or other Notes Documents to permit additional debt or commitments hereunder for the purpose of influencing voting thresholds; (iii) all of the Holders, release, or have the effect of releasing, all or substantially all of the value of the Guarantees; (iv) the Holders holding no less than 85% of the outstanding principal amount of the Notes, (A) subordinate the Liens in favor of the Collateral Agent securing the Obligations to Liens securing any other Indebtedness (other than the Liens on the Collateral securing Indebtedness outstanding under the Revolving Credit Agreement or refinancings or replacements thereof), (B) subordinate the Notes in right of payment to the payment of any other Indebtedness or (C) release, or have the effect of releasing, through one or a series of related transactions, the Liens in favor of the Collateral Agent securing the Obligations on Collateral having a Fair Market Value (as reasonably determined by Spirit) in excess of 20% of the total Fair Market Value of all Collateral; provided that, notwithstanding the foregoing, (x) the Liens in favor of the Collateral Agent securing the Obligations may be subordinated to Liens on the Collateral securing any other Indebtedness, (y) the Notes may be subordinated in right of payment to the payment in full of any other Indebtedness and/or (z) the Liens in favor of the Collateral Agent securing the Obligations on Collateral having a Fair Market Value in excess of 20% of the total Fair Market Value of all Collateral may be released, in each case, with the consent of Holders of not less than 67% of the Notes if each Holder is offered a bona fide opportunity to participate or provide in such other Indebtedness or such transaction on a pro rata basis on not less than ten (10) Business Days’ notice prior to the deadline to participate therein; (v) the Holders holding no less than 85% of the outstanding principal amount of the Notes, (A) amend, waive or modify, or have the effect of amending, waiving or modifying, Section 4.15 or any Event of Default for failure to comply with Section 4.15, or (B) effect any shortening or subordination of term or reduction in liquidated damages under any IP License; (vi) each Holder directly and adversely affected thereby, to make the Notes of such Holder and/or any interest or fee due in respect thereof payable in money or securities other than that as stated in the Notes; (vii) each Holder directly and adversely affected thereby, (A) to amend, waive, modify or impair, or have the effect of amending, waiving, modifying or impairing, the legal right of such Holder to receive any fee, principal or interest payment or to institute suit for the enforcement of any fee, principal or interest payment with respect to the Notes or (B) to amend, waive or modify, or have the effect of amending, waiving or modifying, any right to receive interest or any fee payable in cash when due; (viii) all Holders, to reduce the percentage specified in the definition of “Permitted Noteholders;” (ix) all Holders, amend, waive or modify, or have the effect of amending, waiving or modifying, Section 2.16(a), the definition of “Parent Change of Control”, the definition of “Public Company Transaction”, the definition of “Public Permitted Airline Business”, the redemption price set forth in the definition of “Parent Change of Control Payment” or the redemption price set forth in the first proviso of Section 3.07(a); (x) all Holders, to modify, or to have the effect of modifying, any provision of this Section 9.02; orand (xi) Holders holding no less than 85% of the outstanding principal amount of the Notes, amend, waive or modify, or have the effect of amending, waiving or modifying, any time period set forth in (A) the second sentence of Section 4.23(a) or (B) the second proviso of Section 3.07(a), in each case, that would extend such time period by more than five (5) Business Days. (f) Neither Spirit nor any of its Subsidiaries shall, directly or indirectly, pay or cause to be paid any consideration to any Holder for or as an inducement to any consent, waiver or amendment to the Notes Documents unless such consideration is offered to be paid and is paid to all Holders that consent to such transaction in the applicable time frame set forth in the solicitation documents relating to such transaction. (g) The Co-Issuers shall provide for a copy of each supplemental indenture or other applicable amendment documentation prepared pursuant to this Section 9.02 to each of the release Holders no less than three (3) Business Days prior to the proposed execution of such supplemental indenture or other applicable amendment documentation. (h) Notwithstanding anything set forth above (other than Section 9.02(e)(ix) and (xi)), no amendment or modification of the Notes Documents may be effected that would adversely change (x) the economic terms contained in Articles 2, 3 and 10, (y) the interests in the Collateral or (z) the legal remedies, in each case, of a particular Holder in a manner disproportionate to the rights or interests of any material Pledged Equity Interests (as such term is defined other Holder without the prior consent of each Holder so affected; provided that no transaction set forth in the Pledge AgreementSection 9.02(e)(iv) except in accordance with the terms of the Security Documentsabove shall constitute a disproportionate adverse change.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Sixteenth Supplemental Indenture, any Guarantee or any Security Document and the Notes or any of the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, premium or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Sixteenth Supplemental Indenture, the Notes Guarantees, the Security Documents or the Security DocumentsNotes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuer accompanied by a Board Resolution resolution of its board of directors authorizing the execution of any such amended or supplemental Indenture or other such amendmentindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer in the execution of such amended or supplemental Indenture or other such amendment indenture unless such amended or supplemental Indenture or other such amendment indenture directly affects the Trustee's ’s own rights, duties or immunities under this Sixteenth Supplemental Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture or other such amendmentindenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. The consent of the First Lien Collateral Agent shall not be necessary for any amendment, supplement or waiver to this Sixteenth Supplemental Indenture, except for any amendment, supplement or waiver to Article 10 or 11 or as to this sentence. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture indenture or waiver. Notwithstanding the foregoing, without Without the consent of each affected Holder affectedof Notes, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (a1) change the stated maturity of the principal of, or installment of interest, if any, on, the Notes, or reduce the principal amount thereof or the interest thereon or any premium payable upon redemption thereof; (2) change the currency in which the principal of (and premium, if any) or interest on such Notes are denominated or payable; (3) adversely affect the right of repayment or repurchase, if any, at the option of the Holder after such obligation arises, or reduce the amount of, or postpone the date fixed for, any payment under any sinking fund or impair the right to institute suit for the enforcement of any payment on or after the stated maturity thereof (or, in the case of redemption, on or after the Redemption Date); (4) reduce the percentage of Holders whose consent is required for modification or amendment of this Sixteenth Supplemental Indenture or for waiver of compliance with certain provisions of this Sixteenth Supplemental Indenture or certain defaults; (5) modify the provisions that require Holder consent to modify or amend this Sixteenth Supplemental Indenture or that permit Holders to waive compliance with certain provisions of this Sixteenth Supplemental Indenture or certain defaults; (6) make any change to or modify the ranking of the Notes or the subordination of the Liens with respect to the Notes that would adversely affect the Holders; or (7) except as expressly permitted by this Sixteenth Supplemental Indenture, modify the Guarantees of any Significant Subsidiary in any manner adverse to the Holders of the Notes. In addition, without the consent of at least 75% in aggregate principal amount of Notes whose Holders must consent to then outstanding, an amendment, supplement or waiver;waiver may not: (b1) reduce the principal of modify any Security Document or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (provided that this subsection (b) shall not be deemed to apply to any alteration of or waiver with respect to the definition of the term "Excess Cash Flow" or the term "Net Proceeds" (or any other defined terms used in such definitions) contained in Section 1.01 hereof); (c) reduce the rate of or extend the time for payment of interest, including default interest, on any Note; (d) make any Note payable in money other than that stated in the Notes; (e) make any change in the provisions of this Sixteenth Supplemental Indenture governing waivers dealing with the Security Documents or application of past Defaults or the rights of Holders to receive payments of principal of, premium, if anytrust moneys, or interest on otherwise release any Collateral, in any manner materially adverse to the NotesHolders other than in accordance with this Sixteenth Supplemental Indenture, the Security Documents and the Intercreditor Agreements; or (f2) provide for modify any Intercreditor Agreement in any manner materially adverse to the release of any material Pledged Equity Interests (as such term is defined in the Pledge Agreement) except Holders other than in accordance with the terms of this Sixteenth Supplemental Indenture, the Security DocumentsDocuments and the Intercreditor Agreements.