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 Company and the Trustee may amend or supplement this Indenture (including, without limitation, Section 3.09, 4.10 and 4.15 hereof) and the Notes, and the Company, the Trustee and the Subsidiary Guarantors, may amend or supplement the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or Additional Amounts, if any, or interest on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02, 9.06, 13.04 and 13.05 hereof, the Trustee, will join with the Company and the Subsidiary Guarantors in the execution of such amended or supplemental indenture authorized or permitted by the terms of this Indenture unless such amended or supplemental indenture directly affects the Trustee’s or any Agent’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee and/or each Agent may in their discretion, but will not be obligated to, enter into such amended or supplemental indenture. It is not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder (including the Additional Notes) affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes (including the Additional Notes) held by a non-consenting Holder): (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of, premium, if any, or change the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes (except as provided above with respect to Sections 3.09, 4.10, 4.21 and 4.15 hereof); (3) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4) 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; (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of, or interest or premium, if any, on, the Notes; (7) waive a redemption payment with respect to any Note (other than a payment required by Section 3.09, 4.10, 4.21 or 4.15 hereof); (8) release any Subsidiary Guarantor from any of 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 and waiver provisions. For the avoidance of doubt, no amendment to or deletion of, or actions taken in compliance with, the covenants described under Article 4 shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or premium, if any, or interest on, the Notes.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company and Company, the Trustee Trustee, each Agent, the Security Agent and/or the Intercreditor Agent, as the case may be, may amend or supplement this Indenture (including, without limitation, Section 3.09, 4.10 and 4.15 hereof) and the Notes, and the Company, the Guarantors, the Trustee and and/or the Subsidiary GuarantorsIntercreditor Agent and/or the Security Agent, after they have acceded to this Indenture, as the case may be, may amend or supplement the Note Guarantees Guarantees, the Security Documents and the Intercreditor Agreement with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections Section 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or Additional Amounts, 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 Note Guarantees, the Security Documents or the Note Guarantees Intercreditor Agreement 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, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02, 9.06, 13.04 and 13.05 hereof, the Trustee, each Agent, the Security Agent (at the direction of the Trustee, subject to receipt of the documents described in Section 7.02(b)) and/or the Intercreditor Agent (at the direction of the Trustee, subject to receipt of the documents described in Section 7.02(b)), as the case may be, will join with the Company and the Subsidiary Guarantors in the execution of such amended or supplemental indenture authorized or permitted by the terms of this Indenture and the Intercreditor Agreement unless such amended or supplemental indenture directly affects the Trustee’s, any Agent’s, the Security Agent’s or any the Intercreditor Agent’s or own rights, duties or immunities under this Indenture or the Intercreditor Agreement, as applicable, or otherwise, in which case the Trustee Trustee, each Agent, the Security Agent and/or each the Intercreditor Agent (as the case may be) may in their discretion, but will not be obligated to, enter into such amended or supplemental indenture. It is not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections Section 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder (including the Additional Notes) affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes (including the Additional Notes) held by a non-consenting Holder): (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of, premium, if any, or change the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes (except as provided above with respect to Sections Section 3.09, 4.10, 4.21 4.10 and 4.15 hereof); (3) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4) waive a Default or Event of Default in the payment of principal of, or interest interest, premium or premiumAdditional Amounts, 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; (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, or interest interest, premium or premiumAdditional Amounts, if any, on, the Notes; (7) waive a redemption payment with respect to any Note (other than a payment required by Section 3.09, 4.10, 4.21 4.10 or 4.15 hereof); (8) release any Subsidiary Guarantor from any of its Obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture; (9) release the Collateral from the Liens securing the Notes or making any changes to the priority of the Liens under the Security Documents or the Intercreditor Agreement that would adversely affect the Holders, except in accordance with the terms of this Indenture, the applicable Security Documents or the Intercreditor Agreement; or (910) make any change in the preceding amendment and waiver provisions. For the avoidance of doubt, no amendment to or deletion of, or actions taken in compliance with, the covenants described under Article 4 shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or premium, if any, or interest on, the Notes.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company Issuers, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture (including, without limitation, Section including Sections 3.09, 4.10 4.06 and 4.15 4.07 hereof) and ), the NotesGuarantees, and the Company, the Trustee and the Subsidiary Guarantors, may amend or supplement the Note Guarantees Notes with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or Additional Amounts, if any, or interest on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes Guarantees or the Note Guarantees Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, for the Notes). Upon the request of the Company Issuers accompanied by a resolution of its the Board of Directors of the General Partner (in the case of the Company) and of the Board of Directors of Finance Co and each of the Subsidiary Guarantors (in the case of Finance Co and each of the Subsidiary Guarantors) authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02, 9.06, 13.04 and 13.05 hereof7.02(b) hereof stating that any such amended or supplemental indenture complies with this Section 9.02, the Trustee, will Trustee shall join with the Company Issuers and each of the Subsidiary Guarantors in the execution of such amended or supplemental indenture authorized or permitted by the terms of this Indenture unless such amended or supplemental indenture directly affects the Trustee’s or any Agent’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee and/or each Agent may in their its discretion, but will shall not be obligated to, enter into such amended or supplemental indenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will Issuers shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuers to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company Issuers with any provision of this Indenture or the Notes. However, without the consent of each Holder (including the Additional Notes) affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes (including the Additional Notes) held by a non-consenting Holder): (1a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2b) reduce the principal of, premium, if any, 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 (Notes, except as provided above with respect to Sections 3.09, 4.10, 4.21 4.06 and 4.15 hereof)4.07 hereof so long as no obligation to make a Change of Control Offer or an Asset Sale Offer has arisen; (3c) reduce the rate of or change the time for payment of interest, including default interestinterest or Additional Interest, on any Note; (4d) waive a Default or Event of Default in the payment of principal of, or interest of or premium, if any, onor interest (including Additional Interest, if any) on the Notes (except a rescission of acceleration of the Notes by the holders 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); (5e) make any Note payable in money other than that stated in the Notes; (6f) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, or interest of or premium, if any, on, or interest on the NotesNotes (other than as permitted by clause (g) below); (7g) waive a redemption or repurchase payment with respect to any Note (other than a payment required by Section the covenants contained in Sections 3.09, 4.10, 4.21 or 4.15 4.06 and 4.07 hereof); (8) h) except as otherwise permitted by this Indenture, release any Subsidiary Guarantor from any of its Obligations under its Note Guarantee or this Indenture, except or change any Guarantee in accordance with any manner that would adversely affect the terms right of this Indenture; orHolders; (9i) make any change in the preceding amendment foregoing amendment, supplement and waiver provisions. For provisions (except to increase any percentage set forth therein); or (j) modify or change any provision of this Indenture or the avoidance related definitions affecting the ranking of doubt, no amendment to the Notes or deletion of, or actions taken any Guarantee in compliance with, a manner that adversely affects the covenants described under Article 4 shall be deemed to impair or affect any rights Holders of Holders to receive payment of principal of, or premium, if any, or interest on, the Notes.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company Issuers, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture (including, without limitation, Section including Sections 3.09, 4.10 4.06 and 4.15 4.07 hereof) and ), the NotesGuarantees, and the Company, the Trustee and the Subsidiary Guarantors, may amend or supplement the Note Guarantees Notes with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or Additional Amounts, if any, or interest on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes Guarantees or the Note Guarantees Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, for the Notes). Upon the request of the Company Issuers accompanied by a resolution of its the Board of Directors of the General Partner (in the case of the Company) and of the Board of Directors of Finance Co and each of the Subsidiary Guarantors (in the case of Finance Co and each of the Subsidiary Guarantors) authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02, 9.06, 13.04 and 13.05 hereof7.02(b) hereof stating that any such amended or supplemental indenture complies with this Section 9.02, the Trustee, will Trustee shall join with the Company Issuers and each of the Subsidiary Guarantors in the execution of such amended or supplemental indenture authorized or permitted by the terms of this Indenture unless such amended or supplemental indenture directly affects the Trustee’s or any Agent’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee and/or each Agent may in their its discretion, but will shall not be obligated to, enter into such amended or supplemental indenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will Issuers shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuers to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company Issuers with any provision of this Indenture or the Notes. However, without the consent of each Holder (including the Additional Notes) affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes (including the Additional Notes) held by a non-consenting Holder): (1a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2b) reduce the principal of, premium, if any, 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 (Notes, except as provided above with respect to Sections 3.09, 4.10, 4.21 4.06 and 4.15 4.07 hereof); (3c) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4d) waive a Default or Event of Default in the payment of principal of, or interest of or premium, if any, onor interest (including Additional Interest, if any) on the Notes (except a rescission of acceleration of the Notes by the holders 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); (5e) make any Note payable in money other than that stated in the Notes; (6f) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, or interest of or premium, if any, on, or interest on the Notes;Notes (other than as permitted by clause (g) below); Back to Contents (7g) waive a redemption or repurchase payment with respect to any Note (other than a payment required by Section the covenants contained in Sections 3.09, 4.10, 4.21 or 4.15 4.06 and 4.07 hereof); (8) h) except as otherwise permitted by this Indenture, release any Subsidiary Guarantor from any of its Obligations under its Note Guarantee or this Indenture, except or change any Guarantee in accordance with any manner that would adversely affect the terms right of this Indenture; orHolders; (9i) make any change in Section 6.04 or 6.07 hereof or in the preceding amendment foregoing amendment, supplement and waiver provisions. For provisions (except to increase any percentage set forth therein); or (j) modify or change any provision of this Indenture or the avoidance related definitions affecting the ranking of doubt, no amendment to the Notes or deletion of, or actions taken any Guarantee in compliance with, a manner that adversely affects the covenants described under Article 4 shall be deemed to impair or affect any rights Holders of Holders to receive payment of principal of, or premium, if any, or interest on, the Notes.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company and Company, the Trustee Trustee, each Agent, the Security Agent and/or the Intercreditor Agent, as the case may be, may amend or supplement this Indenture (including, without limitation, Section 3.09, 4.10 and 4.15 hereof) and the Notes, and the Company, the Guarantors, the Trustee and and/or the Subsidiary GuarantorsIntercreditor Agent and/or the Security Agent, after they have acceded to this Indenture, as the case may be, may amend or supplement the Note Guarantees Guarantees, the Security Documents and the Intercreditor Agreement with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections Section 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or Additional Amounts, 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 Note Guarantees, the Security Documents or the Note Guarantees Intercreditor Agreement 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, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02, 9.06, 13.04 and 13.05 hereof, the Trustee, each Agent, the Security Agent (at the direction of the Trustee, subject to receipt of the documents described in Section 7.02(b)) and/or the Intercreditor Agent (at the direction of the Trustee, subject to receipt of the documents described in Section 7.02(b)), as the case may be, will join with the Company and the Subsidiary Guarantors in the execution of such amended or supplemental indenture authorized or permitted by the terms of this Indenture and the Intercreditor Agreement unless such amended or supplemental indenture directly affects the Trustee’s, any Agent’s, the Security Agent’s or any the Intercreditor Agent’s or own rights, duties or immunities under this Indenture or the Intercreditor Agreement, as applicable, or otherwise, in which case the Trustee Trustee, each Agent, the Security Agent and/or each the Intercreditor Agent (as the case may be) may in their discretion, but will not be obligated to, enter into such amended or supplemental indenture. It is not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder (including the Additional Notes) affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes (including the Additional Notes) held by a non-consenting Holder): (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of, premium, if any, or change the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes (except as provided above with respect to Sections 3.09, 4.10, 4.21 4.10 and 4.15 hereof); (3) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4) waive a Default or Event of Default in the payment of principal of, or interest interest, premium or premiumAdditional Amounts, 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; (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, or interest interest, premium or premiumAdditional Amounts, if any, on, the Notes; (7) waive a redemption payment with respect to any Note (other than a payment required by Section Sections 3.09, 4.10, 4.21 4.10 or 4.15 hereof); (8) release any Subsidiary Guarantor from any of its Obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture; (9) release the Collateral from the Liens securing the Notes or making any changes to the priority of the Liens under the Security Documents or the Intercreditor Agreement that would adversely affect the Holders, except in accordance with the terms of this Indenture, the applicable Security Documents or the Intercreditor Agreement; or (910) make any change in the preceding amendment and waiver provisions. For the avoidance of doubt, no amendment to or deletion of, or actions taken in compliance with, the covenants described under Article 4 shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or premium, if any, or interest on, the Notes.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company Issuers, the Guarantors and the Trustee may amend or supplement this Indenture (including, without limitation, Section 3.094.11 hereof), 4.10 and 4.15 hereof) and the Notes, and the Company, the Trustee and the Subsidiary Guarantors, may amend or supplement the Note Guarantees and, subject to the terms of the Intercreditor Agreement and this Indenture, the Pledge Agreement, with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or Additional Amountspremium, if any, or interest on, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or Notes, the Note Guarantees or, subject to the terms of the Intercreditor Agreement and this Indenture, the Pledge Agreement, may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or a tender offer or exchange offer for, the Notes). Upon the request of the Company Issuers accompanied by a resolution of its Board their respective Boards of Directors authorizing the execution of any such amended or supplemental indentureIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02, 9.06, 13.04 and 13.05 7.02 hereof, the Trustee, will Trustee shall join with the Company Issuers and the Subsidiary Guarantors in the execution of such amended or supplemental indenture authorized or permitted by the terms of this Indenture unless such amended or supplemental indenture Indenture directly affects the Trustee’s or any Agent’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee and/or each Agent may in their its discretion, but will shall not be obligated to, enter into such amended or supplemental indentureIndenture. It is not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will Issuers shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuers to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company Issuers with any provision of this Indenture or the NotesNotes or by the Guarantors with any provision of the Note Guarantees. However, without the consent of each Holder (including the Additional Notes) affected, affected an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes (including the Additional Notes) held by a non-consenting Holder): (1a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2b) reduce the principal of, premium, if any, 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 (Notes, except as provided above with respect to Sections 3.09, 4.10, 4.21 and 4.15 Section 4.11 hereof); (3c) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4d) waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, on, on the Notes (except a rescission of acceleration of the Notes by the holders 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); (5e) make any Note payable in money other than that stated in the Notes; (6f) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, or interest or premium, if any, on, on the Notes; (7g) waive a redemption payment with respect to any Note (other than a payment required by Section 3.09, 4.10, 4.21 or 4.15 Sections 4.11 hereof); (8) h) amend or modify any Note Guarantee in a manner that would adversely affect the holders of the Notes or release any Subsidiary Guarantor from any of its Obligations obligations under its Note Guarantee or this Indenture, Indenture (except in accordance with the terms of this Indenture); (i) release all or substantially all of the Collateral, in each case, except in accordance with the provisions of this Indenture, the Pledge Agreement and the Intercreditor Agreement; (j) amend the provisions of Section 10.03 hereof; or (9k) make any change in the preceding foregoing amendment and waiver provisions. For the avoidance of doubt, no amendment to or deletion of, or actions taken in compliance with, the covenants described under Article 4 shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or premium, if any, or interest on, the Notes.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company Company, the Guarantors and the Trustee may amend or supplement this Indenture (including, without limitation, Section 3.09, including Sections 4.10 and 4.15 hereof) and the Notes), and the Company, the Trustee and the Subsidiary Guarantors, may amend or supplement the Note Guarantees and the Notes with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or and Additional AmountsInterest, if any, or interest on, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes Note Guarantees or the Note Guarantees Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02, 9.06, 13.04 and 13.05 7.02 hereof, the Trustee, will Trustee shall join with the Company and the Subsidiary Guarantors in the execution of such amended or supplemental indenture authorized or permitted by the terms of this Indenture unless such amended or supplemental indenture Indenture directly affects the Trustee’s or any Agent’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee and/or each Agent may in their its discretion, but will shall not be obligated to, enter into such amended or supplemental indentureIndenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder (including the Additional Notes) affected, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Notes (including the Additional Notes) held by a non-consenting Holder): (1a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2b) reduce the principal of, premium, if any, 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 above with respect to Sections 3.09, 4.10, 4.21 4.10 and 4.15 hereof); (3c) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4d) waive a Default or Event of Default in the payment of principal of, or interest of or premium, if any, on, or interest on the Notes (except a rescission of acceleration of the Notes by the holders 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); (5e) make any Note payable in money other than that stated in the Notes; (6f) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, or interest of or premium, if any, on, or interest on the Notes; (7g) waive a redemption payment with respect to any Note (other than a payment required by Section 3.09, 4.10, 4.21 4.10 or Section 4.15 hereof); (8) h) make any changes in Article 10 hereof if such change would adversely affect the rights of such Holder of Notes. (i) make any change in the foregoing amendment and waiver provisions; (j) release any Subsidiary Guarantor from any of its Obligations obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture; or (9) make . In addition, any change in the preceding amendment and waiver provisions. For the avoidance of doubt, no amendment to or deletion of, or actions taken Sections 4.10 and 4.15 shall require the consent of the Holders of at least 66 2/3% in compliance with, aggregate principal amount of the covenants described under Article 4 shall be deemed to impair or Notes then outstanding if such amendment would adversely affect any the rights of Holders to receive payment of principal of, or premium, if any, or interest on, the Notes.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture (including, without limitation, Section 3.09, 4.10 and 4.15 hereof) ), the Guarantees and the Notes, and the Company, the Trustee and the Subsidiary Guarantors, may amend or supplement the Note Guarantees Notes with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including including, without limitation, Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or Additional Amountspremium, if any, or interest on, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes Guarantees or the Note Guarantees Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02, 9.06, 13.04 and 13.05 7.02 hereof, the Trustee, will Trustee shall join with the Company and the Subsidiary Guarantors in the execution of such amended or supplemental indenture authorized or permitted by the terms of this Indenture unless such amended or supplemental indenture Indenture directly affects the Trustee’s or any Agent’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee and/or each Agent may in their its discretion, but will shall not be obligated to, enter into such amended or supplemental indentureIndenture. It is not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder (including the Additional Notes) affected, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Notes (including the Additional Notes) held by a non-consenting Holder): (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of, premium, if any, 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 above with respect to Sections 3.09, 4.10, 4.21 4.10 and 4.15 hereof); (3) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4) waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, on, on the Notes (except a rescission of acceleration of the Notes by the holders 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; (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, or interest or premium, if any, on, on the Notes; (7) waive a redemption payment with respect to any Note (other than a payment required by under Section 3.09, 4.10, 4.21 or 4.15 hereof4.10 and Section 4.15); (8) release (A) any Subsidiary Guarantor Collateral from any the Liens created by the Security Documents except as specifically provided in this Indenture and the Security Documents as of its Obligations under its Note Guarantee or this Indenture, except in accordance with the terms date of this IndentureIndenture or (B) all or substantially all of the Collateral or all or substantially all of the Canadian Guarantors from their obligations under the Guarantee and Collateral Agreement dated July 16, 2003 without the prior written consent of all Holders; or (9) make any change in Section 6.04 or 6.07 hereof or in the preceding foregoing amendment and waiver provisions. For the avoidance of doubt, no amendment to or deletion of, or actions taken in compliance with, the covenants described under Article 4 shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or premium, if any, or interest on, the Notes.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company Issuer, the Guarantors, the Trustee and the Trustee Collateral Agent may amend or supplement this Indenture (including, without limitation, Section 3.09, 4.10 and 4.15 hereof) and the Notes, and any Guarantee or the Company, the Trustee and the Subsidiary Guarantors, may amend or supplement the Note Guarantees Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the or purchase of, any Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in on the payment of the principal of, premium or Additional Amountson, if any, or interest interest, if any, on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes any Guarantees, the Security Documents or the Note Guarantees any Applicable Intercreditor Agreement may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, any Notes), provided that (x) if any such amendment or waiver will only affect one series of Notes (or less than all series of Notes) then outstanding under this Indenture, then only the consent of the holders of a majority in principal amount of the Notes of such series then outstanding (including, in each case, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended Notes) shall be required and (y) if any such amendment or supplemental indenture, waiver by its terms will affect a series of Notes in a manner different and upon the filing with the Trustee of evidence satisfactory materially adverse relative to the Trustee manner such amendment or waiver affects other series of Notes, then the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02, 9.06, 13.04 and 13.05 hereof, the Trustee, will join with the Company and the Subsidiary Guarantors in the execution of such amended or supplemental indenture authorized or permitted by the terms of this Indenture unless such amended or supplemental indenture directly affects the Trustee’s or any Agent’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee and/or each Agent may in their discretion, but will not be obligated to, enter into such amended or supplemental indenture. It is not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders holders of a majority in aggregate principal amount of the Notes of each such series then outstanding voting as (including, in each case, consents obtained in connection with 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 (including the Additional Notes) affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes (including the Additional Notes) held by a non-consenting Holder): (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of, premium, if any, or change the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes (except as provided above with respect to Sections 3.09, 4.10, 4.21 and 4.15 hereof); (3) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4) waive a Default or Event of Default in the payment of principal purchase of, or interest tender offer or premiumexchange offer for, 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 any such acceleration); (5Notes) make any Note payable in money other than that stated in the Notes; (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of, or interest or premium, if any, on, the Notes; (7) waive a redemption payment with respect to any Note (other than a payment required by Section 3.09, 4.10, 4.21 or 4.15 hereof); (8) release any Subsidiary Guarantor from any of 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 and waiver provisions. For the avoidance of doubt, no amendment to or deletion of, or actions taken in compliance with, the covenants described under Article 4 shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or premium, if any, or interest on, the Notesrequired.

With Consent of Holders of Notes. Except as provided below in this Section 9.027.02, the Company Issuer, the Guarantors and the Trustee may amend or supplement this Indenture (including, without limitation, Section 3.09, 4.10 and 4.15 hereof) and the Notes, and the CompanyIndenture, the Trustee and the Subsidiary Guarantors, may amend Notes or supplement the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or Additional Amounts, if any, or interest on, the Notes, except a payment default resulting from an acceleration that has been rescinded, or in the obligation to deliver the consideration due upon conversion of the Notes) or compliance with any provision of this Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Upon the request of the Company Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02, 9.06, 13.04 and 13.05 hereof6.02 of the Base Indenture, the Trustee, Trustee will join with the Company Issuer and the Subsidiary Guarantors in the execution of such amended or supplemental indenture authorized or permitted by the terms of this Indenture unless such amended or supplemental indenture directly affects the Trustee’s or any Agent’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee and/or each Agent may in their its discretion, but will not be obligated to, enter into such amended or supplemental indentureIndenture. It is not be necessary for the consent of the Holders of Notes under this Section 9.02 7.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder (including the Additional Notes) affected, an amendment, supplement or waiver under this Section 9.02 7.02 may not (with respect to any Notes (including the Additional Notes) held by a non-consenting Holder):not: (1) reduce change the Stated Maturity of the principal amount of, or the payment date of Notes whose Holders must consent to an amendmentany installment of interest or any premium on, supplement or waiverany Note; (2) reduce the principal amount of, premiumor any premium or interest on, if any, or change the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes (except as provided above with respect to Sections 3.09, 4.10, 4.21 and 4.15 hereof)Note; (3) reduce the rate of or change the time for place, manner or currency of payment of interestprincipal of, including default interestor any premium or interest on, on any Note; (4) waive a Default impair the right of any Holder to receive any payment on, or Event of Default in with respect to, or upon the payment of principal conversion of, any Note or interest or premium, if any, to institute a suit for the enforcement of any payment on, or with respect to, or upon 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)conversion of, any Note; (5) make reduce the Fundamental Change Purchase Price of any Note payable or amend or modify, in money other than that stated in a manner adverse to the Notes; (6) make any change in Holders, the provisions of this Indenture relating to waivers the right of past Defaults or the rights of Holders to receive payments require the Issuer to purchase Notes upon the occurrence of a Fundamental Change whether through an amendment or waiver of provisions in the covenants, definitions or otherwise; (6) modify the ranking provisions of this Indenture in a manner adverse to the Holders; (7) adversely affect the right of the Holders to convert their Notes in accordance with this Indenture; (8) reduce the percentage in aggregate principal of, amount of outstanding Notes whose Holders must consent to a modification or interest amendment of this Indenture or premium, if any, on, the Notes; (79) waive a redemption payment with respect to any Note (other than a payment required by Section 3.09, 4.10, 4.21 or 4.15 hereof); (8) release any Guarantor that is a Wholly Owned Domestic Subsidiary Guarantor from any of its Obligations obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture; (10) reduce the percentage in aggregate principal amount of outstanding Notes whose Holders must consent to a waiver of compliance with any provision of this Indenture or the Notes or a waiver of any Default or Event of Default; or (911) make any change in modify the preceding amendment provisions of this Indenture with respect to modification and waiver provisions. For (including waiver of a Default or Event of Default), except to increase the avoidance percentage required for modification or waiver or to provide for the consent of doubt, no amendment to or deletion of, or actions taken in compliance with, the covenants described under Article 4 shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or premium, if any, or interest on, the Noteseach affected Holder.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company Company, the Collateral Agent and the Trustee may amend or supplement this Indenture (including, without limitation, Section Sections 3.09, 4.10 4.10, 4.15 and 4.15 4.24 hereof) and the Notes, Notes and the Company, the Trustee and the Subsidiary Guarantors, may amend or supplement the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or Additional Amountspremium, if any, or interest on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). Upon the written request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee and the Collateral Agent of evidence satisfactory to the Trustee and the Collateral Agent of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee and the Collateral Agent of the documents described in Section 7.02, 9.06, 13.04 7.02 and 13.05 Section 9.05 hereof, the Trustee, Trustee will join with the Company and the Subsidiary Guarantors in the execution of such amended or supplemental indenture authorized or permitted by the terms of this Indenture unless such amended or supplemental indenture directly affects the Trustee’s 's or any the Collateral Agent’s own rights, duties or immunities under this Indenture or otherwise, in which case each of the Trustee and/or each and the Collateral Agent may in their its discretion, but will shall not be obligated to, enter into such amended or supplemental indenture. It is not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the NotesNotes or the Note Guarantees. However, without the consent of each Holder (including the Additional Notes) affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes (including the Additional Notes) held by a non-consenting Holder): (1i) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2ii) reduce the principal of, premium, if any, of or change the fixed maturity of any Note or alter any of the provisions with respect to the redemption of the Notes (except as provided above with respect to Sections 3.09, 4.10, 4.21 4.15 and 4.15 4.24 hereof); (3iii) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4iv) waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, on, on the Notes (except a rescission of acceleration of the Notes by the holders 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); (5v) make any Note payable in money other than that stated in the Notes; (6vi) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, or interest or premium, if any, on, on the Notes; (7vii) waive a redemption payment with respect to any Note (other than a payment required by Section Sections 3.09, 4.10, 4.21 or 4.15 and 4.24 hereof); (8) viii) release any Subsidiary Guarantor from any of its Obligations obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture; (ix) make any change in the ranking or priority of any Note that would adversely affect the Holders of the Notes in any material respect; (x) impair the right of any Holder of the Notes to receive payment of 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; (xi) make any change in the provisions of this Indenture described under Section 3.10 or Section 4.19 hereof that adversely affects the rights of any Holder in any material respect, or amend the terms of the Notes or this Indenture in a way that would result in the loss of an exemption from any of the Taxes described hereunder; (xii) make any change in the provisions of the Collateral Documents that would adversely affect the Holders of the Notes in any material respect; or (9xiii) make any change in the preceding amendment and waiver provisions. For the avoidance of doubt, no amendment to or deletion of, or actions taken in compliance with, the covenants described under Article 4 shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or premium, if any, or interest on, the Notes.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company and Company, the Trustee Trustee, each Agent, the Security Agent and/or the Intercreditor Agent, as the case may be, may amend or supplement this Indenture (including, without limitation, Section Sections 3.09, 4.10 and 4.15 4.16 hereof) and the Notes, and the Company, the Guarantors, the Trustee and and/or the Subsidiary GuarantorsIntercreditor Agent and/or the Security Agent, after they have acceded to this Indenture, as the case may be, may amend or supplement the Note Guarantees Guarantees, the Security Documents and the Intercreditor Agreement, in each case with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or Additional Amounts, 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 Note Guarantees, the Security Documents or the Note Guarantees Intercreditor Agreement 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, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section Sections 7.02, 9.06, 13.04 and 13.05 hereof, the Trustee, each Agent, the Security Agent (at the direction of the Trustee, subject to receipt of the documents described in Section 7.02(b)) and/or the Intercreditor Agent (at the direction of the Trustee, subject to receipt of the documents described in Section 7.02(b)), as the case may be, will join with the Company and the Subsidiary Guarantors in the execution of such amended or supplemental indenture authorized or permitted by the terms of this Indenture and the Intercreditor Agreement unless such amended or supplemental indenture directly affects the Trustee’s, any Agent’s, the Security Agent’s or any the Intercreditor Agent’s own rights, duties or immunities under this Indenture or the Intercreditor Agreement, as applicable, or otherwise, in which case the Trustee Trustee, each Agent, the Security Agent and/or each the Intercreditor Agent (as the case may be) may in their discretion, but will not be obligated to, enter into such amended or supplemental indenture. It is not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder (including the Additional Notes) affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes (including the Additional Notes) held by a non-consenting Holder): (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of, premium, if any, or change the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes (except as provided above with respect to Sections 3.09, 3.13, 4.10, 4.21 4.11 and 4.15 4.16 hereof); (3) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4) waive a Default or Event of Default in the payment of principal of, or interest interest, premium or premiumAdditional Amounts, 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; (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, or interest interest, premium or premiumAdditional Amounts, if any, on, the Notes; (7) waive a redemption payment with respect to any Note (other than a payment required by Section Sections 3.09, 3.13, 4.10, 4.21 or 4.15 4.11or 4.16 hereof); (8) release any Subsidiary Guarantor from any of its Obligations under its Note Guarantee with respect to the Notes or this Indenture, except in accordance with the terms of this Indenture; (9) release the Collateral from the Liens securing the Notes or making any changes to the priority of the Liens under the Security Documents or the Intercreditor Agreement that would adversely affect the Holders, except in accordance with the terms of this Indenture, the applicable Security Documents or the Intercreditor Agreement; or (910) make any change in the preceding amendment and waiver provisions. For the avoidance of doubt, no amendment to or deletion of, or actions taken in compliance with, the covenants described under Article 4 shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or premium, if any, or interest on, the Notes.

With Consent of Holders of Notes. Except as provided below otherwise in this Section 9.01 and Section 9.02, the Company Issuer, the Guarantors, the Trustee and the Trustee Security Agent may amend or supplement this Indenture (including, without limitation, Section 3.09, 4.10 and 4.15 hereof) and Section 4.14), the Notes, and the CompanyNote Guarantees, the Trustee and Intercreditor Agreement or the Subsidiary Guarantors, may amend or supplement the Note Guarantees Collateral Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, and subject to Sections Section 6.04 and Section 6.07 hereof, any existing Default or Event of Default (other than a continuing Default or Event of Default in the payment of the principal of, interest and premium or and Additional Amounts, if any, or interest on, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes Notes, the Note Guarantees, the Intercreditor or the Note Guarantees Collateral Documents may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes); provided that, if any amendment, waiver or other modification will only affect one series of the Notes, only the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes of such series shall be required. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaidIssuer, and upon receipt by the Trustee of the documents described in Section 7.02, 9.06, 13.04 and 13.05 hereof7.02(b), the Trustee, Trustee and the Security Agent will join with the Company Issuer and the Subsidiary Guarantors in the execution of such amended or supplemental indenture authorized or permitted by the terms of this Indenture other document unless such amended or supplemental indenture or other document directly affects the Trustee’s or any Agent’s own rights, duties or immunities under this Indenture or otherwiseIndenture, in which case the Trustee and/or each Agent may in their its discretion, but will not be obligated to, enter into such amended or supplemental indentureindenture or other document. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company Issuer 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 Company Issuer to mail or otherwise deliver such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof6.07, the Holders of a majority in aggregate principal amount of the Notes then outstanding outstanding, voting as a single class class, may waive compliance in a particular instance by the Company Issuer with any provision of this Indenture Indenture, the Notes, any Note Guarantee, the Intercreditor Agreement (or any additional intercreditor agreement entered into in accordance with the terms of this Indenture) or the NotesCollateral Documents. However, unless consented to by the Holders of at least 90% of the aggregate principal amount of then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), without the consent of each Holder (including the Additional Notes) affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes (including the Additional Notes) held by a non-consenting Holder): (1i) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2ii) reduce the principal of, premium, if any, 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 above with respect to Sections 3.09, 4.10, 4.21 4.10 and 4.15 4.14 hereof); (3iii) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4iv) impair the right of any Holder of Notes to receive payment of principal of and interest on such Holder’s Notes on or after the due dates thereof or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes or any Note Guarantee in respect thereof; (v) waive a Default or Event of Default in the payment of principal of, or interest interest, Additional Amounts or premium, if any, on, the Notes (except a rescission of acceleration of the Notes by the holders Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default Payment Default that resulted from such acceleration); (5vi) make any Note payable in money other than that stated in the Notes; (6vii) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, or interest interest, Additional Amounts or premium, if any, on, the Notes; (7viii) waive a redemption payment with respect to any Note (other than a payment required by Section 3.09, 4.10, 4.21 Sections 4.10 or 4.15 hereof4.14); (8) ix) release any Subsidiary Guarantor from any of its Obligations obligations under its Note Guarantee or this the Indenture, except in accordance with the terms of this Indenture and the Intercreditor Agreement (or any additional intercreditor agreement entered into in accordance with the terms of this Indenture; ); (x) release the Lien on Collateral granted for the benefit of the Holders of Notes, except in accordance with the terms of the Collateral Documents, this Indenture and the Intercreditor Agreement, or (9xi) make any change in the preceding amendment and waiver provisions. Notwithstanding the immediately preceding paragraph of this Section 9.02, any Note Guarantee or Lien on Collateral will be released in connection with any sale or other disposition of property or assets (including Capital Stock) that does not violate Section 4.07 or Section 4.10 of this Indenture as such provision or covenant may be amended from time to time with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding and in such case the consent of at least a majority in aggregate principal amount of the Notes then outstanding will suffice for such release. For the avoidance purposes of doubt, no amendment calculating the aggregate principal amount of Notes that have consented to or deletion ofvoted in favor of any amendment, supplement or actions taken in compliance withwaiver, the covenants described under Article 4 Euro Equivalent of the principal amount of any Dollar Notes shall be deemed to impair or affect any rights as of Holders to receive payment of principal of, or premium, if any, or interest on, the NotesIssue Date.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company Company, a Guarantor (with respect to a Guarantee or the Indenture to which it is a party) and the Trustee may amend or supplement this Indenture (including, without limitation, including Section 3.093.11, 4.10 and 4.15 hereof) ), the Notes and the Notes, and the Company, the Trustee and the Subsidiary Guarantors, may amend or supplement the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or Additional Amountspremium, if any, or interest on, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02, 9.06, 13.04 and 13.05 7.02 hereof, the Trustee, will Trustee shall join with the Company and the Subsidiary Guarantors in the execution of such amended or supplemental indenture authorized or permitted by the terms of this Indenture unless such amended or supplemental indenture directly affects the Trustee’s or any Agent’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee and/or each Agent may in their its discretion, but will shall not be obligated to, enter into such amended or supplemental indenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder (including the Additional Notes) affected, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Notes (including the Additional Notes) held by a non-non- consenting Holder): (1a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2b) reduce the principal of, premium, if any, 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 above with respect Notes, other than provisions relating to Sections 3.09, 4.10, 4.21 and 3.11 or 4.15 hereof); (3c) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4d) waive a Default or Event of Default in the payment of principal of, of or interest premium or premiumSpecial Interest, if any, on, or interest on the Notes (except a rescission of acceleration of the Notes by the holders 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); (5e) make any Note payable in money other than that stated in the Notes; (6f) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal ofof or premium, or interest or premiumSpecial Interest, if any, on, on the Notes; (7g) waive a redemption payment with respect to any Note (Note, other than a payment required by Section 3.09, 4.10, 4.21 3.11 or 4.15 hereof); (8) release any Subsidiary Guarantor from any of its Obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture; or (9h) make any change in the preceding foregoing amendment and waiver provisions. For the avoidance of doubt, no amendment to or deletion of, or actions taken in compliance with, the covenants described under Article 4 shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or premium, if any, or interest on, the Notes.

With Consent of Holders of Notes. Except as provided below in this Section 9.028.02, the Company Issuer, the Guarantors and the Trustee may amend or supplement this Indenture (including, without limitation, Section 3.09, 4.10 Sections 4.08 and 4.15 4.11 hereof) and the Notes, and the Company), the Trustee and the Subsidiary Guarantors, may amend Notes or supplement the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or Additional Amounts, if any, or interest on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Upon the request of the Company Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02, 9.06, 13.04 and 13.05 hereof6.02 of the Base Indenture, the Trustee, Trustee will join with the Company Issuer and the Subsidiary Guarantors in the execution of such amended or supplemental indenture authorized or permitted by the terms of this Indenture unless such amended or supplemental indenture directly affects the Trustee’s or any Agent’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee and/or each Agent may in their its discretion, but will not be obligated to, enter into such amended or supplemental indentureIndenture. It is not be necessary for the consent of the Holders of Notes under this Section 9.02 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. Without the consent of the Holders of at least 75% in aggregate principal amount of the Notes then outstanding, no amendment or waiver may make any change to, or extend the time for performance under, the redemption provisions described under Section 3.08. After an amendment, supplement or waiver under this Section 9.02 8.02 becomes effective, the Company Issuer will mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuer to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture amendment, supplement or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company Issuer with any provision of this Indenture or the NotesNotes or the Note Guarantees. However, without the consent of each Holder (including the Additional Notes) affected, an amendment, supplement or waiver under this Section 9.02 8.02 may not (with respect to any Notes (including the Additional Notes) held by a non-consenting Holder): (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of, premium, if any, of or change extend the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes (except as provided above with respect to Sections 3.09, 4.10, 4.21 4.08 and 4.15 4.11 hereof); (3) reduce the rate of or change extend the time for payment of interest, including default interest, on any Note; (4) waive a Default or Event of Default in the payment of principal of, or premium or interest or premium, if any, on, the Notes (except a rescission of acceleration of the Notes by the holders 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; (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or impair the rights of Holders of Notes to receive payments of principal of, or interest or premium, if any, premium on, the Notes; (7) waive a redemption payment with respect to any Note (other than a payment required by Section 3.09, 4.10, 4.21 Sections 4.08 or 4.15 4.11 hereof); (8) release any Guarantor that is a Significant Subsidiary Guarantor from any of its Obligations 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 and waiver provisions. For the avoidance of doubt, no amendment to or deletion of, or actions taken in compliance with, the covenants described under Article 4 shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or premium, if any, or interest on, the Notes.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company Issuers, the Guarantors and the Trustee may amend or supplement this Indenture (including, without limitation, Section 3.09including Sections 3.08, 4.10 and 4.15 hereof) and the Notes, Notes and the Company, the Trustee and the Subsidiary Guarantors, may amend or supplement the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or Additional Amounts, if any, or interest on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the Company Issuers accompanied by a resolution resolutions of its Board their Boards of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02, 9.06, 13.04 and 13.05 9.06 hereof, the Trustee, Trustee will join with the Company Issuers and the Subsidiary Guarantors in the execution of such amended or supplemental indenture authorized or permitted by the terms of this Indenture unless such amended or supplemental indenture directly affects the Trustee’s or any Agent’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee and/or each Agent may in their its discretion, but will not be obligated to, enter into such amended or supplemental indentureIndenture. It is not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company Issuers will mail send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuers to mail send such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder (including the Additional Notes) affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes (including the Additional Notes) held by a non-consenting Holder): (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of, premium, if any, of or change the fixed maturity of any Note or alter the provisions with respect to the redemption or repurchase of the Notes (except as provided above with respect other than provisions relating to Sections 3.093.08, 4.10, 4.21 and 4.10 or 4.15 hereof); (3) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4) waive a Default or Event of Default in the payment of principal of, or interest or premiumpremium or Additional Interest, if any, on, on the Notes (except a rescission of acceleration of the Notes by the holders 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; (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of of, principal of, or interest or premiumpremium or Additional Interest, if any, on, the NotesNotes (other than as permitted by clause (7) below); (7) waive a redemption or repurchase payment with respect to any Note (other than a payment required by Section 3.09, 4.10, 4.21 Sections 4.10 or 4.15 hereof); (8) release any Subsidiary Guarantor from any of its Obligations 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 amendment, supplement and waiver provisions. For the avoidance of doubt, no amendment to or deletion of, or actions taken in compliance with, the covenants described under Article 4 shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or premium, if any, or interest on, the Notes.

With Consent of Holders of Notes. Except as provided below otherwise in this Section 9.01 and Section 9.02, the Company Issuer, the Guarantors, the Trustee and the Trustee Security Agent may amend or supplement this Indenture (including, without limitation, Section 3.09, 4.10 and 4.15 hereof) and Section 4.14), the Notes, and the CompanyNote Guarantees, the Trustee and Intercreditor Agreement or the Subsidiary Guarantors, may amend or supplement the Note Guarantees Collateral Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, and subject to Sections Section 6.04 and Section 6.07 hereof, any existing Default or Event of Default (other than a continuing Default or Event of Default in the payment of the principal of, interest and premium or and Additional Amounts, if any, or interest on, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes Notes, the Note Guarantees, the Intercreditor Agreement or the Note Guarantees Collateral Documents may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes); provided that, if any amendment, waiver or other modification will only affect one series of the Notes, only the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes of such series shall be required. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaidIssuer, and upon receipt by the Trustee of the documents described in Section 7.02, 9.06, 13.04 and 13.05 hereof7.02(b), the Trustee, Trustee and the Security Agent will join with the Company Issuer and the Subsidiary Guarantors in the execution of such amended or supplemental indenture authorized or permitted by the terms of this Indenture other document unless such amended or supplemental indenture or other document directly affects the Trustee’s or any Agent’s own rights, duties or immunities under this Indenture or otherwiseIndenture, in which case the Trustee and/or each Agent may in their its discretion, but will not be obligated to, enter into such amended or supplemental indentureindenture or other document. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company Issuer 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 Company Issuer to mail or otherwise deliver such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof6.07, the Holders of a majority in aggregate principal amount of the Notes then outstanding outstanding, voting as a single class class, may waive compliance in a particular instance by the Company Issuer with any provision of this Indenture Indenture, the Notes, any Note Guarantee, the Intercreditor Agreement (or any additional intercreditor agreement entered into in accordance with the terms of this Indenture) or the NotesCollateral Documents. However, unless consented to by the Holders of at least 90% of the aggregate principal amount of then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), without the consent of each Holder (including the Additional Notes) affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes (including the Additional Notes) held by a non-consenting Holder): (1i) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2ii) reduce the principal of, premium, if any, 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 above with respect to Sections 3.09, 4.10, 4.21 4.10 and 4.15 4.14 hereof); (3iii) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4iv) impair the right of any Holder of Notes to receive payment of principal of and interest on such Holder’s Notes on or after the due dates thereof or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes or any Note Guarantee in respect thereof; (v) waive a Default or Event of Default in the payment of principal of, or interest interest, Additional Amounts or premium, if any, on, the Notes (except a rescission of acceleration of the Notes by the holders Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default Payment Default that resulted from such acceleration); (5vi) make any such Note payable in money other than that stated in the NotesNotes (except to the extent the currency stated in the Notes has been succeeded or replaced pursuant to applicable laws); (6vii) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of the Notes to receive payments of principal of, or interest interest, Additional Amounts or premium, if any, on, the Notes; (7viii) waive a redemption payment with respect to any Note (other than a payment required by Section 3.09, 4.10, 4.21 Sections 4.10 or 4.15 hereof4.14); (8) ix) release any Subsidiary Guarantor from any of its Obligations obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture and the Intercreditor Agreement (or any additional intercreditor agreement entered into in accordance with the terms of this Indenture; ); (x) release the Lien on Collateral granted for the benefit of the Holders of the Notes, except in accordance with the terms of the Collateral Documents, this Indenture and the Intercreditor Agreement, or (9xi) make any change in the preceding amendment and waiver provisions. For Notwithstanding the avoidance immediately preceding paragraph of doubtthis Section 9.02, no amendment any Note Guarantee or Lien on the Collateral will be released in connection with any sale or other disposition of property or assets (including Capital Stock) that does not violate Section 4.07 or Section 4.10 of this Indenture (as such provision or covenant may be amended from time to or deletion of, or actions taken time with the consent of the Holders of at least a majority in compliance withaggregate principal amount of the Notes then outstanding and in the case of any such amendment, the covenants described under Article 4 shall be deemed to impair or affect any rights consent of Holders to receive payment at least a majority in aggregate principal amount of principal of, or premium, if any, or interest on, the NotesNotes then outstanding will suffice for such release).

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture (including, without limitation, Section 3.093.07, 4.10 and 4.15 hereof) ), the Guarantees and the Notes, and the Company, the Trustee and the Subsidiary Guarantors, may amend or supplement the Note Guarantees Notes with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including including, without limitation, Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or Additional Amountspremium, if any, or interest on, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes Guarantees or the Note Guarantees Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02, 9.06, 13.04 and 13.05 7.02 hereof, the Trustee, will Trustee shall join with the Company and the Subsidiary Guarantors in the execution of such amended or supplemental indenture authorized or permitted by the terms of this Indenture unless such amended or supplemental indenture Indenture directly affects the Trustee’s or any Agent’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee and/or each Agent may in their its discretion, but will shall not be obligated to, enter into such amended or supplemental indentureIndenture. It is not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder (including the Additional Notes) affected, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Notes (including the Additional Notes) held by a non-consenting Holder): (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of, premium, if any, 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 above with respect to Sections 3.093.07, 4.10, 4.21 4.10 and 4.15 hereof); (3) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4) waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, on, on the Notes (except a rescission of acceleration of the Notes by the holders 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; (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, or interest or premium, if any, on, on the Notes; (7) waive a redemption repurchase payment with respect to any Note (other than a payment required by under Section 3.09, 4.10, 4.21 or 4.15 hereof4.10 and Section 4.15); (8) release any Subsidiary Guarantor from any of 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 and waiver provisions. For the avoidance of doubt, no amendment to or deletion of, or actions taken in compliance with, the covenants described under Article 4 shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or premium, if any, or interest on, the Notes.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture (including, without limitation, Section Sections 3.09, 4.10 and 4.15 hereof) and the Notes), and the Company, the Trustee and the Subsidiary Guarantors, may amend or supplement the Note Guarantees and the Notes with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including including, without limitation, Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or Additional AmountsSpecial 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 Note Guarantees or the Note Guarantees Notes may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes); provided, however, that any amendment to, or waiver of, the provisions of Article 10 hereof that adversely affects the rights of the Holders of the Notes will require the consent of the Holders of at least 75% in aggregate principal amount of Notes then outstanding. Upon the request of the Company accompanied by a resolution of its Board of Directors Resolution authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02, 9.06, 13.04 and 13.05 7.02 hereof, the Trustee, Trustee will join with the Company and the Subsidiary Guarantors in the execution of such amended or supplemental indenture authorized or permitted by the terms of this Indenture unless such amended or supplemental indenture directly affects the Trustee’s or any Agent’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee and/or each Agent may in their its discretion, but will not be obligated to, enter into such amended or supplemental indentureIndenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of at least 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 Indenture, the Notes, or the NotesNote Guarantees. However, without the consent of each Holder (including the Additional Notes) affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes (including the Additional Notes) held by a non-consenting Holder): (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of, premium, if any, 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 above other than with respect to Sections 3.09, 4.10, 4.21 3.09,4.10 and 4.15 hereof); (3) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4) waive a Default or Event of Default in the payment of principal of, or interest premium or premiumSpecial Interest, if any, or interest on, the Notes (except a rescission of acceleration of the Notes by the holders 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; (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, or interest or premiumpremium or Special Interest, if any, on, the Notes; (7) waive a redemption payment with respect to any Note (other than a payment required by Section Sections 3.09, 4.10, 4.21 4.10 or 4.15 hereof); (8) release any Subsidiary Guarantor from any of its Obligations obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture; or; (9) make any change covered in the preceding foregoing amendment and waiver provisions. For ; or (10) impair the avoidance right of doubt, no amendment to or deletion of, or actions taken in compliance with, the covenants described under Article 4 shall be deemed to impair or affect any rights of Holders Holder to receive payment of principal of, and interest or premiumany premium or Special Interest, if any, 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.

With Consent of Holders of Notes. (a) Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture (including, without limitation, Section Sections 3.09, 4.10 and 4.15 4.14 hereof) and the Notes, and the CompanyGuarantees and, subject to the terms of the Collateral Trust Agreement, the Trustee and the Subsidiary Guarantors, may amend or supplement the Note Guarantees Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or Additional Amountsinterest, if any, or interest on, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this IndentureIndenture or the Notes, the Notes or Guarantees or, subject to the Note Guarantees terms of the Collateral Trust Agreement, the Security Documents may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). . (b) Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02, 9.06, 13.04 and 13.05 7.02 hereof, the Trustee, Trustee will join with the Company and the Subsidiary Guarantors in the execution of such amended or supplemental indenture authorized or permitted by the terms of this Indenture unless such amended or supplemental indenture directly affects the Trustee’s or any Agent’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee and/or each Agent may in their its discretion, but will not be obligated to, enter into such amended or supplemental indenture. Indenture. (c) It is not be necessary for the consent of the Holders of Notes under this Section 9.02 Indenture to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. . (d) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail send to the Holders affected thereby Holders, or post on its website, a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail give such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or Indenture, the Notes, the Guarantees or, subject to the terms of the Collateral Trust Agreement, the Security Documents. However, without the consent of each Holder (including the Additional Notes) affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes (including the Additional Notes) held by a non-consenting Holder): (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of, premium, if any, 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 above with respect other than provisions relating to Sections Section 3.09, 4.10, 4.21 and 4.15 Section 4.10 or Section 4.14 hereof)) provided that any amendment to the notice requirements may be made with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes; (3) reduce the rate of or change the time for payment of interest, including default interest, interest on any NoteNote (other than with respect to the minimum notice period required for any redemption made in accordance with the terms of this Indenture); (4) waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, on, on the Notes (except a rescission of acceleration of the Notes by the holders Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (5) make any Note payable in money currency other than that stated in the Notes; (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, or interest or premium, if any, on, on the NotesNotes (other than as permitted in clause (7) below); (7) waive a redemption or repurchase payment with respect to any Note (other than a payment required by Section 3.09, 4.10, 4.21 Section 4.10 or 4.15 Section 4.14 hereof); (8) release any Subsidiary Guarantor from any of its Obligations 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 amendment, supplement and waiver provisions. For the avoidance provisions of doubtclauses (1) through (8) of this Section 9.02. (e) In addition, no any amendment to to, or deletion waiver of, the provisions of this Indenture or actions taken any Security Document that has the effect of releasing all or substantially all of the Collateral from the Liens securing the Notes will require the consent of the Holders of at least 66-2⁄3% in compliance with, aggregate principal amount of the covenants described under Article 4 shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or premium, if any, or interest on, the NotesNotes then outstanding.

With Consent of Holders of Notes. Except as provided below otherwise in this Section 9.029.01 hereof, the Company Issuer and the Trustee and the Security Agent may amend or supplement this Indenture (includingIndenture, without limitation, Section 3.09, 4.10 and 4.15 hereof) and the Notes, and the CompanyGuarantee, the Trustee and Security Documents, the Subsidiary GuarantorsCollateral Trust Deed, may amend the North American Intercreditor Agreement or supplement the Note Guarantees any Additional Intercreditor Agreement with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections Section 6.04 and Section 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, interest or Additional Amounts, 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 Guarantee, the Security Documents, the Collateral Trust Deed, the North American Intercreditor Agreement or the Note Guarantees any Additional Intercreditor Agreement may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes); provided that, if any amendment, supplement or waiver will only affect one series of the Notes), only the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes of such series shall be required. Upon the request of the Company Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee and the Security Agent of evidence satisfactory to the Trustee and the Security Agent of the consent of the Holders as aforesaid, and upon receipt by the Trustee and the Security Agent of the documents described in Section 7.02, 9.06, 13.04 and 13.05 7.02 hereof, the Trustee, Trustee and the Security Agent will join with the Company Issuer and the Subsidiary Guarantors in the execution of such amended or supplemental indenture authorized or permitted by the terms of this Indenture unless such amended or supplemental indenture directly affects the Trustee’s or any Security Agent’s own rights, liabilities duties or immunities under this Indenture Indenture, the Collateral Trust Deed, the North American Intercreditor Agreement, any Additional Intercreditor Agreement or otherwise, in which case the Trustee and/or each Agent may in their its discretion, but will not be obligated to, enter into such amended or supplemental indentureIndenture. It is not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company Issuer will mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver, as specified in Section 13.01 hereof. Any failure of the Company Issuer to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections Section 6.04 and Section 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class outstanding, may waive compliance in a particular instance by the Company Issuer with any provision of this Indenture or Indenture, the Notes, the Guarantee, the Security Documents, the Collateral Trust Deed, the North American Intercreditor Agreement or any Additional Intercreditor Agreement. However, unless consented to by the Holders of at least 90% of the aggregate principal amount of then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), without the consent of each Holder (including the Additional Notes) of Notes affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes (including the Additional Notes) held by a non-consenting Holder): (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of, premium, if any, of or change the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes (except as provided above with respect to Sections 3.09, 4.10, 4.21 and 4.15 4.14 hereof); (3) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4) impair the right of any Holder of Notes to receive payment of principal of and interest on such holder’s Notes on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder’s Notes or any Guarantee in respect thereof; (5) waive a Default or Event of Default in the payment of principal of, or interest interest, Additional Amounts or premium, if any, on, the Notes (except a rescission of acceleration of the Notes by the holders Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default Payment Default that resulted from such acceleration); (56) make any Note payable in money other than that stated in the Notes; (67) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, or interest interest, Additional Amounts or premium, if any, on, the Notes; (78) change the ranking of the Notes or the Guarantee; (9) waive a redemption payment with respect to any Note (other than a payment required by Section 3.09, 4.10, 4.21 4.10 or 4.15 Section 4.14 hereof); (8) 10) release any Subsidiary Guarantor from any of its Obligations obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture, the Collateral Trust Deed, the North American Intercreditor Agreement or any Additional Intercreditor Agreement; (11) release the Lien on Collateral granted for the benefit of the Holders, except in accordance with the terms of this Indenture, the Collateral Trust Deed, the North American Intercreditor Agreement, any Additional Intercreditor Agreement and the relevant Security Documents; or (912) make any change in the preceding amendment and waiver provisions; provided that, if any amendment, supplement or waiver will only affect one series of the Notes, only the consent of the Holders of at least 90% in aggregate principal amount of the then outstanding Notes of such series shall be required. For the avoidance purpose of doubt, no amendment calculating the aggregate principal amount of Notes that have consented to or deletion ofvoted in favor of any amendment, supplement or actions taken in compliance withwaiver, the covenants described under Article 4 Euro Equivalent of the principal amount of Dollar Notes shall be deemed to impair or affect any rights as of Holders to receive payment of principal of, or premium, if any, or interest on, the NotesIssue Date.

With Consent of Holders of Notes. Except as provided below in Section 9.01 and in this Section 9.02, the Company Issuer and the Trustee and Notes Collateral Agent, as applicable, may amend or supplement this Indenture (including, without limitation, Section Sections 3.09, 4.10 and 4.15 4.13 hereof) and the Notes, the Note Guarantees, and the Company, the Trustee and the Subsidiary Guarantors, may amend or supplement the Note Guarantees Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or Additional Amountsinterest, if any, or interest on, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or Notes, the Note Guarantees or the Security Documents may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). Upon the request of the Company Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended amendment or supplemental indenturesupplement, and upon the filing with the Trustee and the Notes Collateral Agent, as applicable, of evidence satisfactory to the Trustee or the Notes Collateral Agent, as applicable, of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee and Notes Collateral Agent, as applicable, of the documents described in Section 7.02, 9.06, 13.04 7.02 and 13.05 9.05 hereof, the TrusteeTrustee and Notes Collateral Agent, as applicable, will join with the Company and the Subsidiary Guarantors Issuer in the execution of such amended amendment or supplemental indenture authorized or permitted by the terms of this Indenture supplement unless such amended or supplemental indenture directly affects the Trustee’s or any and Notes Collateral Agent’s ’s, as applicable, own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee and/or each Agent and Notes Collateral Agent, as applicable, may in their its discretion, but will not be obligated to, enter into such amended or supplemental indenture. It is not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company Issuer will mail deliver to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuer to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company Issuer with any provision of this Indenture Indenture, the Notes, the Note Guarantees or the NotesSecurity Documents. HoweverNotwithstanding the foregoing, without only the consent of each Holder (including the Additional Notes) affected, Purchaser and the Issuer shall be required for the Issuer and the Trustee to affect an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes (including the Additional Notes) held by a non-consenting Holder): (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of, premium, if any, or change the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes (except as provided above with respect to Sections 3.09, 4.10, 4.21 and 4.15 hereof); (3) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4) 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; (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of, or interest or premium, if any, on, the Notes; (7) waive a redemption payment with respect to any Note (other than a payment required by Section 3.09, 4.10, 4.21 or 4.15 hereof); (8) release any Subsidiary Guarantor from any of 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 and waiver provisions. For the avoidance of doubt, no amendment to or deletion of, or actions taken in compliance with, the covenants described under Article 4 shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or premium, if any, or interest on, the Notes.Section

With Consent of Holders of Notes. Except as provided below in Section 9.01 and in this Section 9.02, the Company Issuer and the Trustee and Notes Collateral Agent, as applicable, may amend or supplement this Indenture (including, without limitation, Section Sections 3.09, 4.10 and 4.15 4.13 hereof) and the Notes, the Note Guarantees, and the Company, the Trustee and the Subsidiary Guarantors, may amend or supplement the Note Guarantees Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or Additional Amountsinterest, if any, or interest on, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or Notes, the Note Guarantees or the Security Documents may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). Upon the request of the Company Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended amendment or supplemental indenturesupplement, and upon the filing with the Trustee and the Notes Collateral Agent, as applicable, of evidence satisfactory to the Trustee or the Notes Collateral Agent, as applicable, of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee and Notes Collateral Agent, as applicable, of the documents described in Section 7.02, 9.06, 13.04 7.02 and 13.05 9.05 hereof, the TrusteeTrustee and Notes Collateral Agent, as applicable, will join with the Company and the Subsidiary Guarantors Issuer in the execution of such amended amendment or supplemental indenture authorized or permitted by the terms of this Indenture supplement unless such amended or supplemental indenture directly affects the Trustee’s or any and Notes Collateral Agent’s ’s, as applicable, own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee and/or each Agent and Notes Collateral Agent, as applicable, may in their its discretion, but will not be obligated to, enter into such amended or supplemental indenture. It is not be necessary for the consent of the Holders of Notes under this Section 9.02 Indenture to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company Issuer will mail deliver to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuer to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company Issuer with any provision of this Indenture Indenture, the Notes, the Note Guarantees or the NotesSecurity Documents. HoweverNotwithstanding the foregoing, without the consent of each Holder (including the Additional Notes) affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes (including the Additional Notes) held by a non-consenting Holder): (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of, premium, if any, 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 above with respect other than provisions relating to Sections Section 3.09, 4.10, 4.21 and 4.15 Section 4.10 or Section 4.13 hereof); (3) reduce the rate of or change the time for payment of interest, including default interest, interest on any Note; (4) waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, on, on the Notes (except a rescission of acceleration of the Notes by the holders 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 currency other than that stated in the Notes; (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, or interest or premium, if any, on, on the NotesNotes (other than as permitted in clause (7) below); (7) waive a redemption or repurchase payment with respect to any Note (other than a payment required by Section 3.09, 4.10, 4.21 Section 4.10 or 4.15 Section 4.13 hereof); (8) release any Subsidiary Guarantor from any of its Obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture[reserved]; or (9) make any change in the preceding amendment amendment, supplement and waiver provisions. For the avoidance provisions of doubt, no amendment to or deletion of, or actions taken in compliance with, the covenants described under Article 4 shall be deemed to impair or affect any rights clauses (1) through (9) of Holders to receive payment of principal of, or premium, if any, or interest on, the Notesthis Section 9.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company Issuer and the Trustee and the Security Agent may amend or supplement this Indenture (including, without limitation, Section 3.093.10, Section 4.10 and Section 4.15 hereof) and ), the Notes, and the CompanyNote Guarantees, the Trustee and Security Documents, the Subsidiary Guarantors, may amend Intercreditor Agreement or supplement the Note Guarantees any Additional Intercreditor Agreement with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections Section 6.04 and Section 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, interest or Additional Amounts, if any, or interest on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or Notes, the Note Guarantees Guarantees, the Security Documents, the Intercreditor Agreement or any Additional Intercreditor Agreement may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes); provided that, if any amendment, supplement or waiver will only affect one series of the Notes), only the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes of such series shall be required. Upon the request of the Company Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee and the Security Agent of evidence satisfactory to the Trustee and the Security Agent of the consent of the Holders as aforesaid, and upon receipt by the Trustee and the Security Agent of the documents described in Section 7.02, 9.06, 13.04 and 13.05 7.02 hereof, the Trustee, Trustee and the Security Agent will join with the Company Issuer and the Subsidiary Guarantors in the execution of such amended or supplemental indenture authorized or permitted by the terms of this Indenture unless such amended or supplemental indenture directly affects the Trustee’s or any Security Agent’s own rights, duties or immunities under this Indenture Indenture, the Intercreditor Agreement or otherwise, in which case the Trustee and/or each Agent may in their its discretion, but will not be obligated to, enter into such amended or supplemental indentureIndenture. It is not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company Issuer will mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver, as specified in Section 14.01. Any failure of the Company Issuer to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections Section 6.04 and Section 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding outstanding, voting as a single class class, may waive compliance in a particular instance by the Company Issuer with any provision of this Indenture or Indenture, the Notes, the Note Guarantees, the Security Documents, the Intercreditor Agreement or any Additional Intercreditor Agreement. However, unless consented to by the Holders of at least 90% of the aggregate principal amount of then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), without the consent of each Holder (including the Additional Notes) of Notes affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes (including the Additional Notes) held by a non-consenting Holder): (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of, premium, if any, of or change the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes (except as provided above with respect to Sections 3.093.10, 4.10, 4.21 4.10 and 4.15 hereof); (3) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4) impair the right of any Holder of Notes to receive payment of principal of and interest on such holder’s Notes on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder’s Notes or any Guarantee in respect thereof; (5) waive a Default or Event of Default in the payment of principal of, or interest interest, Additional Amounts or premium, if any, on, the Notes (except a rescission of acceleration of the Notes by the holders Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default Payment Default that resulted from such acceleration); (56) make any Note payable in money other than that stated in the Notes; (67) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, or interest interest, Additional Amounts or premium, if any, on, the Notes; (78) change the ranking of the Notes or the Note Guarantees; (9) waive a redemption payment with respect to any Note (other than a payment required by Section 3.09Sections 3.10, 4.10, 4.21 4.10 or 4.15 hereof); (8) 10) release any Subsidiary Guarantor from any of its Obligations obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture and the Intercreditor Agreement; (11) release the Lien on Collateral granted for the benefit of the Holders, except in accordance with the terms of this Indenture, the Intercreditor Agreement and the relevant Security Documents; or (912) make any change in the preceding amendment and waiver provisions; provided that, if any amendment, supplement or waiver will only affect one series of the Notes, only the consent of the Holders of at least 90% in aggregate principal amount of the then outstanding Notes of such series shall be required. For the avoidance purpose of doubt, no amendment calculating the aggregate principal amount of Notes that have consented to or deletion ofvoted in favor of any amendment, supplement or actions taken in compliance withwaiver, the covenants described under Article 4 Euro Equivalent of the principal amount of Dollar Notes shall be deemed to impair or affect any rights as of Holders to receive payment of principal of, or premium, if any, or interest on, the NotesIssue Date.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company Company, the Guarantors and the Trustee may amend or supplement this Indenture (including, without limitation, Section 3.09, including Sections 4.10 and 4.15 hereof) and the Notes), and the Company, the Trustee and the Subsidiary Guarantors, may amend or supplement the Note Guarantees and the Notes with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or Additional Amountsand Liquidated Damages, if any, or interest on, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes Note Guarantees or the Note Guarantees Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02, 9.06, 13.04 and 13.05 7.02 hereof, the Trustee, will Trustee shall join with the Company and the Subsidiary Guarantors in the execution of such amended or supplemental indenture authorized or permitted by the terms of this Indenture unless such amended or supplemental indenture Indenture directly affects the Trustee’s or any Agent’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee and/or each Agent may in their its discretion, but will shall not be obligated to, enter into such amended or supplemental indentureIndenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder (including the Additional Notes) affected, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Notes (including the Additional Notes) held by a non-consenting Holder): 68 75 (1a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of, premium, if any, or change the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes (except as provided above with respect to Sections 3.09, 4.10, 4.21 and 4.15 hereof); (3) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4) 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; (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of, or interest or premium, if any, on, the Notes; (7) waive a redemption payment with respect to any Note (other than a payment required by Section 3.09, 4.10, 4.21 or 4.15 hereof); (8) release any Subsidiary Guarantor from any of 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 and waiver provisions. For the avoidance of doubt, no amendment to or deletion of, or actions taken in compliance with, the covenants described under Article 4 shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or premium, if any, or interest on, the Notes.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture (including, without limitation, Section 3.09, 4.10 and 4.15 hereof) and the Notes, and the Company, the Trustee and the Subsidiary Guarantors, Collateral Agent may amend or supplement this Agreement (including Section 4.15 hereof), the Note Guarantees Guarantees, the Security Documents and the Notes 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, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or Additional Amounts, if any, or interest on, 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, the Security Documents or the Note Guarantees Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). 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, or purchase of, the Notes), no waiver or amendment to this Agreement may make any change in the provisions of Article XII hereof that adversely affects the rights of any Holder of Notes. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee and/or the Collateral Agent, as applicable, of the documents described in Section 7.02, 9.06, 13.04 and 13.05 7.02 hereof, the TrusteeTrustee and/or the Collateral Agent, will as applicable, shall join with the Company and the Subsidiary Guarantors in the execution of such amended or supplemental indenture authorized or permitted by the terms of this Indenture unless such amended or supplemental indenture directly affects the Trustee’s 's or any Collateral Agent’s 's own rights, duties duties, liabilities, privileges, indemnities or immunities under this Indenture Agreement or otherwise, in which case each of the Trustee and/or each and the Collateral Agent may in their its discretion, but will shall not be obligated to, enter into such amended or supplemental indenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes (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 Agreement, the Notes or the NotesSecurity Documents. However, without the consent of each Holder (including the Additional Notes) affected, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Notes (including the Additional Notes) held by a non-consenting Holder): (1a) change the maturity of any Note; (b) reduce the amount, extend the due date or otherwise affect the terms of any scheduled payment of interest on or principal amount of Notes whose Holders must consent to an amendment, supplement or waiverthe Notes; (2c) reduce the principal of, premium, if any, or change the fixed maturity of date on which any Note Notes are subject to redemption or otherwise alter the provisions with respect to the redemption of the Notes (except as provided above with respect to Sections 3.09, 4.10, 4.21 and 4.15 hereof)Notes; (3) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4) 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); (5d) make any Note payable in money or currency other than that stated in the Notes; (6e) make modify or change any change in the provisions provision of this Indenture relating Agreement or its related definitions to waivers affect the ranking of past Defaults the Notes or any Note Guarantee in a manner that adversely affects the rights of any Holder; (f) reduce the percentage of Holders necessary to consent to an amendment or waiver to this Agreement, the Notes or the Security Documents; (g) impair the rights of Holders to receive payments of principal of, of or interest or premium, if any, on, on the Notes; (7) waive a redemption payment with respect to any Note (other than a payment required by Section 3.09, 4.10, 4.21 or 4.15 hereof); (8) release any Subsidiary Guarantor from any of 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 and waiver provisions. For the avoidance of doubt, no amendment to or deletion of, or actions taken in compliance with, the covenants described under Article 4 shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or premium, if any, or interest on, the Notes.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture (including, without limitation, including Section 3.09, 4.10 and 4.15 4.14 hereof) and ), the Notes, the Pledge Agreement and the Company, the Trustee and the Subsidiary Guarantors, may amend or supplement the Note Guarantees Security Agreement with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or Additional Amountspremium, if any, or interest on, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02, 9.06, 13.04 and 13.05 7.02 hereof, the Trustee, will Trustee shall join with the Company and the Subsidiary Guarantors in the execution of such amended or supplemental indenture authorized or permitted by the terms of this Indenture unless such amended or supplemental indenture Indenture directly affects the Trustee’s or any Agent’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee and/or each Agent may in their its discretion, but will shall not be obligated to, enter into such amended or supplemental indentureIndenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder (including the Additional Notes) affected, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Notes (including the Additional Notes) held by a non-non- consenting Holder): (1a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2b) reduce the principal of, premium, if any, 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 above with respect to Sections 3.09, 4.10, 4.21 4.10 and 4.15 4.14 hereof); (3c) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4d) waive a Default or Event of Default in the payment of principal of, or interest of or premium, if any, on, or interest on the Notes (except a rescission of acceleration of the Notes by the holders 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); (5e) make any Note payable in money other than that stated in the Notes; (6f) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, of or interest or premiumpremium or Liquidated Damages, if any, on, on the Notes; (7g) waive a redemption payment with respect to any Note (other than a payment required by Section Sections 3.09, 4.10, 4.21 or 4.15 4.10 and 4.14 hereof);; or (8) h) release any Subsidiary Guarantor portion of the Collateral or the Cash Collateral from any the Lien of its Obligations under its Note Guarantee the Security Agreement or this Indenturethe Pledge Agreement, except in accordance with the terms of this Indenturethereof; or (9i) make any change in Section 6.04 or 6.07 hereof or in the preceding foregoing amendment and waiver provisions. For the avoidance of doubt, no amendment to or deletion of, or actions taken in compliance with, the covenants described under Article 4 shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or premium, if any, or interest on, the Notes.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company Issuers, the Guarantors and the Trustee may amend or supplement this Indenture (including, without limitation, Section 3.09including Sections 3.08, 4.10 and 4.15 4.14 hereof) and the Notes, Notes and the Company, the Trustee and the Subsidiary Guarantors, may amend or supplement the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or Additional Amounts, if any, or interest on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the Company Issuers accompanied by a resolution resolutions of its Board their Boards of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02, 9.06, 13.04 and 13.05 9.06 hereof, the Trustee, Trustee will join with the Company Issuers and the Subsidiary Guarantors in the execution of such amended or supplemental indenture authorized or permitted by the terms of this Indenture unless such amended or supplemental indenture directly affects the Trustee’s or any Agent’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee and/or each Agent may in their its discretion, but will not be obligated to, enter into such amended or supplemental indenture. It is not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company Issuers will mail send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuers to mail send such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder (including the Additional Notes) affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes (including the Additional Notes) held by a non-consenting Holder): (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of, premium, if any, of or change the fixed maturity of any Note or alter the provisions with respect to the redemption or repurchase of the Notes (except as provided above with respect other than provisions relating to Sections 3.09minimum required notice of optional redemption or to Section 3.08, 4.10, 4.21 and 4.15 Section 4.10 or Section 4.14 hereof); (3) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4) waive a Default or Event of Default in the payment of principal of, or interest or premiumpremium or Additional Interest, if any, on, on the Notes (except a rescission of acceleration of the Notes by the holders 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; (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of of, principal of, or interest or premiumpremium or Additional Interest, if any, on, the NotesNotes (other than as permitted by clause (7) below); (7) waive a redemption or repurchase payment with respect to any Note (other than a payment required by Section 3.09, 4.10, 4.21 4.10 or 4.15 Section 4.14 hereof); (8) release any Subsidiary Guarantor from any of its Obligations 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 amendment, supplement and waiver provisions. For the avoidance of doubt, no amendment to or deletion of, or actions taken in compliance with, the covenants described under Article 4 shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or premium, if any, or interest on, the Notes.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company Company, the Guarantors and the Trustee may amend or supplement this Indenture (including, without limitation, including Section 3.09, 4.10 and 4.15 hereof) and the Notes), and the Company, the Trustee and the Subsidiary Guarantors, may amend or supplement the Note Guarantees 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 Notes (including Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or Additional Amountspremium, if any, or interest on, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes Note Guarantees or the Note Guarantees Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Without the consent of at least 75% 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, such Notes), no waiver or amendment to this Indenture may make any change in the provisions of Article 10 of this Indenture (which relate to subordination), if such amendment would adversely affect the rights of Holders of Notes. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02, 9.06, 13.04 and 13.05 7.02 hereof, the Trustee, will Trustee shall join with the Company and the Subsidiary Guarantors in the execution of such amended or supplemental indenture authorized or permitted by the terms of this Indenture unless such amended or supplemental indenture Indenture directly affects the Trustee’s or any Agent’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee and/or each Agent may in their its discretion, but will shall not be obligated to, enter into such amended or supplemental indentureIndenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder (including the Additional Notes) affected, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Notes (including the Additional Notes) held by a non-consenting Holder): (1a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement amendment to this Indenture or waivera waiver under this Indenture; (2b) reduce the rate of or change the interest payment time of the Notes, or alter the redemption provisions with respect thereto (other than Sections 4.10 and 4.15 hereof) or the price at which the Company is required to offer to purchase the Notes; (c) reduce the principal of or change the fixed maturity of the Notes; (d) make the Notes payable in money other than stated in the Notes; (e) make any change in the provisions concerning waiver of Defaults or Events of Default by holders of the Notes, or rights of holders of the Notes to receive payment of principal or interest; (f) waive any default in the payment of principal of, premium, if any, or change the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes (except as provided above with respect to Sections 3.09, 4.10, 4.21 and 4.15 hereof); (3) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4) waive a Default or Event of Default in the payment of principal ofunpaid interest on, or interest or premiumLiquidated Damages, if any, on, the Notes (except a rescission of acceleration of the Notes by the holders of at least a majority in aggregate principal amount of the 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 with respect to the Notes; (6g) make any change in Section 6.04 or 6.07 hereof or in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of, or interest or premium, if any, on, the Notes;foregoing amendment and waiver provisions; or (7h) waive a redemption payment with respect to any Note (other than a payment required by Section 3.09, 4.10, 4.21 or 4.15 hereof); (8) release any Subsidiary Guarantor from any of its Obligations 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 and waiver provisions. For the avoidance of doubt, no amendment to or deletion of, or actions taken in compliance with, the covenants described under Article 4 shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or premium, if any, or interest on, the Notes.

With Consent of Holders of Notes. Except as provided below otherwise in this Section 9.01 and Section 9.02, the Company Issuer, the Guarantors, the Trustee and the Trustee Security Agent may amend or supplement this Indenture (including, without limitation, Section 3.09, 4.10 and 4.15 hereof) and Section 4.14), the Notes, and the CompanyNote Guarantees, the Trustee and Intercreditor Agreement or the Subsidiary Guarantors, may amend or supplement the Note Guarantees Collateral Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, and subject to Sections Section 6.04 and Section 6.07 hereof, any existing Default or Event of Default (other than a continuing Default or Event of Default in the payment of the principal of, interest and premium or and Additional Amounts, if any, or interest on, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes Notes, the Note Guarantees, the Intercreditor or the Note Guarantees Collateral Documents may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes); provided that, if any amendment, waiver or other modification will only affect one series of the Notes, only the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes of such series shall be required. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaidIssuer, and upon receipt by the Trustee of the documents described in Section 7.02, 9.06, 13.04 and 13.05 hereof7.02(b), the Trustee, Trustee and the Security Agent will join with the Company Issuer and the Subsidiary Guarantors in the execution of such amended or supplemental indenture authorized or permitted by the terms of this Indenture other document unless such amended or supplemental indenture or other document directly affects the Trustee’s or any Agent’s own rights, duties or immunities under this Indenture or otherwiseIndenture, in which case the Trustee and/or each Agent may in their its discretion, but will not be obligated to, enter into such amended or supplemental indentureindenture or other document. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company Issuer 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 Company Issuer to mail or otherwise deliver such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof6.07, the Holders of a majority in aggregate principal amount of the Notes then outstanding outstanding, voting as a single class class, may waive compliance in a particular instance by the Company Issuer with any provision of this Indenture Indenture, the Notes, any Note Guarantee, the Intercreditor Agreement (or any additional intercreditor agreement entered into in accordance with the terms of this Indenture) or the NotesCollateral Documents. However, unless consented to by the Holders of at least 90% of the aggregate principal amount of then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), without the consent of each Holder (including the Additional Notes) affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes (including the Additional Notes) held by a non-consenting Holder): (1i) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2ii) reduce the principal of, premium, if any, 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 above with respect to Sections 3.09, 4.10, 4.21 4.10 and 4.15 4.14 hereof); (3iii) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4iv) impair the right of any Holder of Notes to receive payment of principal of and interest on such Holder’s Notes on or after the due dates thereof or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes or any Note Guarantee in respect thereof; (v) waive a Default or Event of Default in the payment of principal of, or interest interest, Additional Amounts or premium, if any, on, the Notes (except a rescission of acceleration of the Notes by the holders Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default Payment Default that resulted from such acceleration); (5vi) make any Note payable in money other than that stated in the Notes; (6vii) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of the Notes to receive payments of principal of, or interest interest, Additional Amounts or premium, if any, on, the Notes; (7viii) waive a redemption payment with respect to any Note (other than a payment required by Section 3.09, 4.10, 4.21 Sections 4.10 or 4.15 hereof4.14); (8) ix) release any Subsidiary Guarantor from any of its Obligations obligations under its Note Guarantee or this the Indenture, except in accordance with the terms of this Indenture and the Intercreditor Agreement (or any additional intercreditor agreement entered into in accordance with the terms of this Indenture; ); (x) release the Lien on Collateral granted for the benefit of the Holders of the Notes, except in accordance with the terms of the Collateral Documents, this Indenture and the Intercreditor Agreement, or (9xi) make any change in the preceding amendment and waiver provisions. For Notwithstanding the avoidance immediately preceding paragraph of doubtthis Section 9.02, no amendment any Note Guarantee or Lien on the Collateral will be released in connection with any sale or other disposition of property or assets (including Capital Stock) that does not violate Section 4.07 or Section 4.10 of this Indenture (as such provision or covenant may be amended from time to or deletion of, or actions taken time with the consent of the Holders of at least a majority in compliance withaggregate principal amount of the Notes then outstanding and in the case of any such amendment, the covenants described under Article 4 shall be deemed to impair or affect any rights consent of Holders to receive payment at least a majority in aggregate principal amount of principal of, or premium, if any, or interest on, the NotesNotes then outstanding will suffice for such release).

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company and Company, the Trustee and each Agent may amend or supplement this Indenture (including, without limitation, Section 3.09, 4.10 and 4.15 hereof) and the Notes, and the Company, the Trustee Subsidiary Guarantors and the Subsidiary GuarantorsTrustee, as the case may be, may amend or supplement the Note Guarantees Guarantees, with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or Additional Amounts, if any, or interest on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Note Guarantees 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, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with delivery to the Trustee of evidence satisfactory to the Trustee of the consent of the Holders holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02, 9.06, 13.04 and 13.05 hereof, the Trustee, Trustee and each Agent will join with the Company and the Subsidiary Guarantors in the execution of such amended or supplemental indenture authorized or permitted by the terms of this Indenture unless such amended or supplemental indenture directly affects either the Trustee’s or any Agent’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee and/or and each Agent (as the case may be) may in their discretion, but will not be obligated to, enter into such amended or supplemental indenture. It is not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder Holders of 90% of the aggregate principal amount of Notes (including the Additional Notes) affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes (including the Additional Notes) held by a non-consenting Holder): (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of, premium, if any, or change the fixed maturity of any Note or alter the or waive any provisions with respect to the redemption of the Notes (except as provided above with respect to Sections 3.09, 4.10, 4.21 4.10 and 4.15 hereof); (3) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4) waive a Default or Event of Default in the payment of principal of, or interest interest, premium or premiumAdditional Amounts, 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; (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, or interest interest, premium or premiumAdditional Amounts, if any, on, the Notes; (7) waive a redemption payment with respect to any Note (other than a payment required by Section Sections 3.09, 4.10, 4.21 4.10 or 4.15 hereof); (8) release any Subsidiary Guarantor from any of 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 and waiver provisions. For the avoidance of doubt, no amendment to or deletion of, or actions taken in compliance with, the covenants described under Article 4 shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or premium, if any, or interest on, the Notes.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture (including, without limitation, Section 3.09, 4.10 and 4.15 hereof) and the Notes, and the Company, the Trustee Notes and the Subsidiary Guarantors, may amend or supplement the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or Additional AmountsSpecial Interest, if any, or interest on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes or the Note Subsidiary Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes); provided, however, that any amendment to, or waiver of, the provisions of Article 10 hereof that adversely affects the rights of the Holders of the Notes will require the consent of the Holders of at least 75% in aggregate principal amount of the Notes then outstanding. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02, 9.06, 13.04 and 13.05 7.02 hereof, the Trustee, Trustee will join with the Company Issuers and the Subsidiary Guarantors in the execution of such amended or supplemental indenture authorized or permitted by the terms of this Indenture unless such amended or supplemental indenture directly affects the Trustee’s or any Agent’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee and/or each Agent may in their its discretion, but will not be obligated to, enter into such amended or supplemental indentureIndenture. It is not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company Issuers will mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company Issuers with any provision of this Indenture or the NotesNotes or the Subsidiary Guarantees. However, without the consent of each Holder (including the Additional Notes) affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes (including the Additional Notes) held by a non-consenting Holder): (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of, premium, if any, 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 above with respect to Sections 3.09, 4.10, 4.21 4.10 and 4.15 hereof); (3) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4) waive a Default or Event of Default in the payment of principal of, or interest premium or premiumSpecial Interest, if any, or interest on, the Notes (except a rescission of acceleration of the Notes by the holders 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; (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, or interest or premiumpremium or Special Interest, if any, on, the Notes; (7) waive a redemption payment with respect to any Note (other than a payment required by Section Sections 3.09, 4.10, 4.21 4.10 or 4.15 hereof); (8) release any Subsidiary Guarantor from any of its Obligations obligations under its Note Subsidiary Guarantee or this Indenture, except in accordance with the terms of this Indenture; or (9) make any change in the preceding amendment and waiver provisions. For the avoidance of doubt, no amendment to or deletion of, or actions taken in compliance with, the covenants described under Article 4 shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or premium, if any, or interest on, the Notes.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Supplemental Indenture (including, without limitation, Section 3.09, 4.10 and 4.15 4.09 hereof) and the Notes, and the Company), the Trustee and Notes of a Series, the Subsidiary GuarantorsGuarantees, may amend the Collateral Trust Agreement or supplement the Note Guarantees Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes of such Series then outstanding Notes (including Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notesor purchase of, any Notes of such Series), and, subject to Sections Section 6.04 and Section 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or Additional Amountspremium, 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 Supplemental Indenture, the such Notes or the Note Subsidiary Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class of such Series (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the NotesNotes of such Series). Section 2.08 of the Base Indenture shall determine which Notes of such Series are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, Resolution and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes of such Series as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02an Officer’s Certificate and Opinion of Counsel certifying that such amendment, 9.06, 13.04 and 13.05 hereof, the Trustee, will join with the Company and the Subsidiary Guarantors in the execution of such amended supplement or supplemental indenture waiver is authorized or permitted by the terms of this Indenture Supplemental Indenture, the Trustee shall join with the Company and the Guarantors in the execution of such amendment, supplement or waiver unless such amended amendment, supplement or supplemental indenture waiver directly affects the Trustee’s or any Agent’s own rights, duties or immunities under this the Indenture or otherwise, in which case the Trustee and/or each Agent may in their its discretion, but will not be obligated to, enter into such amended amendment, supplement or supplemental indenturewaiver. It is not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will shall mail or deliver electronically to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail or deliver such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections Section 6.04 and Section 6.07 hereofhereof and Section 9.02 of the Base Indenture, the Holders of a majority in aggregate principal amount of the Notes of such Series then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture Supplemental Indenture, the Notes or the NotesSubsidiary Guarantees. However, without the consent of each Holder (including the Additional Notes) affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes (including the Additional Notes) of a Series held by a non-consenting Holder): (1) reduce the principal amount of Notes of such Series whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of, premium, if any, of or change the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes of such Series (except as provided above with respect other than provisions relating to Sections 3.09, 4.10, 4.21 the covenants described in Section 4.09 hereof and 4.15 hereofprovisions relating to the number of days’ notice to be given in case of redemption); (3) reduce the rate of or change the time for payment of interest, including default interest, interest on any NoteNote of such Series; (4) waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, or interest on, the Notes of such Series (except a rescission of acceleration of the such Notes by the holders Holders of at least a majority in aggregate principal amount of the then outstanding Notes of such Series and a waiver of the payment default that resulted from such acceleration); (5) make any Note payable in money currency other than that stated in the NotesNotes of such Series; (6) make any change in the provisions of this Supplemental Indenture relating to waivers of past Defaults or the rights of Holders of Notes of such Series to receive payments of principal of, or interest or premium, if any, or, interest on, the NotesNotes of such Series; (7) waive a redemption payment with respect to any Note (other than a payment required by Section 3.09, 4.10, 4.21 or 4.15 4.09 hereof); (8) release any Subsidiary Guarantor from any of its Obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture; or (9) 8) make any change in Section 9.02 hereof or Section 9.02 of the Base Indenture, as to the Notes of such Series, or in the preceding amendment and waiver provisions. For Notwithstanding the avoidance foregoing, without the consent of doubtthe Holders of at least 66 2/3% in aggregate principal amount of the Notes of a Series then outstanding, no amendment to or deletion of, or actions taken waiver may (A) make any change in compliance withany Note Security Documents, the covenants described Collateral Trust Agreement or the provisions in this Supplemental Indenture dealing with Collateral or application of trust proceeds of the Collateral with the effect of releasing the Liens on all or substantially all of the Collateral which secure the Obligations in respect of the Notes of such Series or (B) change or alter the priority of the Liens securing the Obligations in respect of the Notes of such Series in any material portion of the Collateral in any way adverse to the Holders of the Notes of such Series in any material respect, other than, in each case, as provided under Article 4 shall be deemed to impair the terms of the Note Security Documents or affect any rights of Holders to receive payment of principal of, or premium, if any, or interest onthe Collateral Trust Agreement. Other than as expressly provided in Section 9.02 above, the NotesBase Indenture may only be amended, supplemented or otherwise modified as and to the extent provided in the Base Indenture.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture (includingIndenture, without limitation, Section 3.09, 4.10 and 4.15 hereof) the Notes and the Notes, and the Company, the Trustee and the Subsidiary Guarantors, may amend or supplement the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, for the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or Additional Amountspremium, if any, or interest on, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, for the Notes). Upon Notwithstanding the request foregoing, without the consent of at least 66 2/3% in aggregate principal amount of the Company accompanied by Notes then outstanding (including consents obtained in connection with a resolution purchase of, or tender offer or exchange offer for, Notes), no waiver or amendment to this Indenture may make any change in the provisions of its Board of Directors authorizing Sections 3.09, 4.10 and 4.13 hereof that adversely affect the execution rights of any such amended or supplemental indentureHolder of Notes. In addition, and upon the filing with the Trustee of evidence satisfactory any amendment to the Trustee provisions of Article 10 of this Indenture shall require the consent of the Holders as aforesaid, and upon receipt by the Trustee of at least 66 2/3% in aggregate principal amount of the documents described in Section 7.02Notes then outstanding if such amendment would adversely affect the rights of Holders of Notes; provided that, 9.06, 13.04 and 13.05 hereof, no amendment may be made to the Trustee, will join with the Company and the Subsidiary Guarantors in the execution provisions of such amended or supplemental indenture authorized or permitted by the terms Article 10 of this Indenture unless such amended or supplemental indenture directly that adversely affects the Trustee’s rights of any holder of Senior Debt then outstanding unless the holders of such Senior Debt (or any Agent’s own rights, duties group or immunities under this Indenture or otherwise, in which case the Trustee and/or each Agent may in their discretion, but will not be obligated to, enter into representative thereof authorized to consent) consent to such amended or supplemental indenture. It is not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiverchange. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company or any Subsidiary Guarantor with any provision of this Indenture Indenture, the Notes or the NotesGuarantees. However, without the consent of each Holder (including the Additional Notes) affected, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Notes (including the Additional Notes) held by a non-consenting Holder): (1a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2b) reduce the principal of, premium, if any, of or change the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes (except as provided above with respect to Sections 3.09, 4.10, 4.21 4.10 and 4.15 4.13 hereof); (3c) reduce the rate of or change the time for payment of interest, including default interest, interest on any Note; (4d) waive a Default or Event of Default in the payment of principal of, or interest of or premium, if any, on, or interest on the Notes (except a rescission of acceleration of the Notes by the holders 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); (5e) make any Note payable in money other than that stated in the Notes; (6f) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, or interest or premium, if any, on, the Notes; (7) waive a redemption payment with respect to any Note (other than a payment required by Section 3.09, 4.10, 4.21 or 4.15 hereof); (8) release any Subsidiary Guarantor from any of 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 and waiver provisions. For the avoidance of doubt, no amendment to or deletion of, or actions taken in compliance with, the covenants described under Article 4 shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or premium, if any, or interest onon the Notes; or (g) make any change in the foregoing amendment and waiver provisions. Upon the request of the Company accompanied by a resolution of the Board of Directors of the Company and each of the Subsidiary Guarantors, as the case may be, authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the NotesTrustee shall join with the Company and the Subsidiary Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental 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. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.

With Consent of Holders of Notes. Except as provided below in Section 9.01 and in this Section 9.02, the Company Issuer and the Trustee and Notes Collateral Agent, as applicable, may amend or supplement this Indenture (including, without limitation, Section Sections 3.09, 4.10 and 4.15 4.13 hereof) and the Notes, the Note Guarantees, and the Company, the Trustee and the Subsidiary Guarantors, may amend or supplement the Note Guarantees Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or Additional Amountsinterest, if any, or interest on, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or Notes, the Note Guarantees or the Security Documents may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). Upon the request of the Company Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended amendment or supplemental indenturesupplement, and upon the filing with the Trustee and the Notes Collateral Agent, as applicable, of evidence satisfactory to the Trustee or the Notes Collateral Agent, as applicable, of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee and Notes Collateral Agent, as applicable, of the documents described in Section 7.02, 9.06, 13.04 7.02 and 13.05 9.05 hereof, the TrusteeTrustee and Notes Collateral Agent, as applicable, will join with the Company and the Subsidiary Guarantors Issuer in the execution of such amended amendment or supplemental indenture authorized or permitted by the terms of this Indenture supplement unless such amended or supplemental indenture directly affects the Trustee’s or any and Notes Collateral Agent’s ’s, as applicable, own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee and/or each Agent and Notes Collateral Agent, as applicable, may in their its discretion, but will not be obligated to, enter into such amended or supplemental indenture. It is not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company Issuer will mail deliver to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuer to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company Issuer with any provision of this Indenture or the Notes. However, without the consent of each Holder (including the Additional Notes) affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes (including the Additional Notes) held by a non-consenting Holder): (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of, premium, if any, or change the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes (except as provided above with respect to Sections 3.09, 4.10, 4.21 and 4.15 hereof); (3) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4) 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; (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of, or interest or premium, if any, onIndenture, the Notes; (7) waive a redemption payment with respect to any Note (other than a payment required by Section 3.09, 4.10, 4.21 or 4.15 hereof); (8) release any Subsidiary Guarantor from any of 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 and waiver provisions. For the avoidance of doubt, no amendment to or deletion of, or actions taken in compliance with, the covenants described under Article 4 shall be deemed to impair Note Guarantees or affect any rights of Holders to receive payment of principal of, or premium, if any, or interest on, the NotesSecurity Documents.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company Issuers, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture (includingincluding Sections 3.10, without limitation4.06 and 4.07 hereof), Section 3.09, 4.10 and 4.15 hereof) and the NotesGuarantees, and the Company, the Trustee and the Subsidiary Guarantors, may amend or supplement the Note Guarantees Notes with the consent of the Holders of at least a majority in aggregate principal amount of the then then-outstanding Notes (including Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or Additional Amounts, if any, or interest on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes Guarantees or the Note Guarantees Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then then-outstanding Notes (including Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, for the Notes). Upon the request of the Company Issuers accompanied by a resolution of its the Board of Directors of the General Partner (in the case of the Company) and of the Board of Directors of Finance Co and each of the Subsidiary Guarantors (in the case of Finance Co and each of the Subsidiary Guarantors) authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02, 9.06, 13.04 and 13.05 hereof7.02(b) hereof stating that any such amended or supplemental indenture complies with this Section 9.02, the Trustee, will Trustee shall join with the Company Issuers and each of the Subsidiary Guarantors in the execution of such amended or supplemental indenture authorized or permitted by the terms of this Indenture unless such amended or supplemental indenture directly affects the Trustee’s or any Agent’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee and/or each Agent may in their its discretion, but will shall not be obligated to, enter into such amended or supplemental indenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will Issuers shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuers to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company Issuers with any provision of this Indenture or the Notes. However, without the consent of each Holder (including the Additional Notes) affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes (including the Additional Notes) held by a non-consenting Holder): (1a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2b) reduce the principal of, premium, if any, 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 (Notes, except as provided above with respect to Sections 3.093.10, 4.10, 4.21 4.06 and 4.15 4.07 hereof); (3c) reduce the rate of or change the time for payment of interest, including default interest, interest on any Note; (4d) waive a Default or Event of Default in the payment of principal of, or interest interest, premium or premiumLiquidated Damages, if any, on, the Notes (except a rescission of acceleration of the Notes by the holders Holders of at least a majority in aggregate principal amount of the then then-outstanding Notes and a waiver of the payment default that resulted from such acceleration); (5e) make any Note payable in money other than that stated in the Notessuch Note; (6f) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, or interest interest, premium or premiumLiquidated Damages, if any, on, the NotesNotes (other than as permitted by clause (g) below); (7g) waive a redemption or repurchase payment with respect to any Note (other than a payment required by Section 3.09the covenants contained in Sections 3.10, 4.10, 4.21 or 4.15 4.06 and 4.07 hereof); (8) h) except as otherwise permitted by this Indenture, release any Subsidiary Guarantor from any of its Obligations under its Note Guarantee or this Indenture, except or change any Guarantee in accordance with any manner that would adversely affect the terms right of this Indenture; orHolders; (9i) make any change in Section 6.04 or 6.07 hereof or in the preceding amendment foregoing amendment, supplement and waiver provisions. For provisions (except to increase any percentage set forth therein); or (j) modify or change any provision of this Indenture or the avoidance related definitions affecting the ranking of doubt, no amendment to the Notes or deletion of, or actions taken any related Guarantee in compliance with, a manner that adversely affects the covenants described under Article 4 shall be deemed to impair or affect any rights Holders of Holders to receive payment of principal of, or premium, if any, or interest on, the Notes.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company Issuers, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture (including, without limitation, Section including Sections 3.09, 4.10 4.06 and 4.15 4.07 hereof) and ), the NotesGuarantees, and the Company, the Trustee and the Subsidiary Guarantors, may amend or supplement the Note Guarantees Notes with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or Additional Amounts, if any, or interest on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes Guarantees or the Note Guarantees Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, for the Notes). Upon the request of the Company Issuers accompanied by a resolution of its the Board of Directors of the General Partner (in the case of the Company) and of the Board of Directors of Finance Co and each of the Subsidiary Guarantors (in the case of Finance Co and each of the Subsidiary Guarantors) authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02, 9.06, 13.04 and 13.05 hereof7.02(b) hereof stating that any such amended or supplemental indenture complies with this Section 9.02, the Trustee, will Trustee shall join with the Company Issuers and each of the Subsidiary Guarantors in the execution of such amended or supplemental indenture authorized or permitted by the terms of this Indenture unless such amended or supplemental indenture directly affects the Trustee’s or any Agent’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee and/or each Agent may in their its discretion, but will shall not be obligated to, enter into such amended or supplemental indenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will Issuers shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuers to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company Issuers with any provision of this Indenture or the Notes. However, without the consent of each Holder (including the Additional Notes) affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes (including the Additional Notes) held by a non-consenting Holder): (1a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2b) reduce the principal of, premium, if any, 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 (Notes, except as provided above with respect to Sections 3.09, 4.10, 4.21 4.06 and 4.15 4.07 hereof); (3c) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4d) waive a Default or Event of Default in the payment of principal of, or interest of or premium, if any, onor interest (including Additional Interest, if any) on the Notes (except a rescission of acceleration of the Notes by the holders 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); (5e) make any Note payable in money other than that stated in the Notes; (6f) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, or interest of or premium, if any, on, or interest on the NotesNotes (other than as permitted by clause (g) below); (7g) waive a redemption or repurchase payment with respect to any Note (other than a payment required by Section the covenants contained in Sections 3.09, 4.10, 4.21 or 4.15 4.06 and 4.07 hereof); (8) h) except as otherwise permitted by this Indenture, release any Subsidiary Guarantor from any of its Obligations under its Note Guarantee or this Indenture, except or change any Guarantee in accordance with any manner that would adversely affect the terms right of this Indenture; orHolders; (9i) make any change in Section 6.04 or 6.07 hereof or in the preceding amendment foregoing amendment, supplement and waiver provisions. For provisions (except to increase any percentage set forth therein); or (j) modify or change any provision of this Indenture or the avoidance related definitions affecting the ranking of doubt, no amendment to the Notes or deletion of, or actions taken any Guarantee in compliance with, a manner that adversely affects the covenants described under Article 4 shall be deemed to impair or affect any rights Holders of Holders to receive payment of principal of, or premium, if any, or interest on, the Notes.

With Consent of Holders of Notes. Except as provided below otherwise in Section 9.01 and this Section 9.02, the Company Issuer, the Guarantors and the Trustee may amend or supplement this Indenture (including, without limitation, Section 3.09, 4.10 and 4.15 hereof) and the Notes, and the CompanyIndenture, the Trustee and the Subsidiary Guarantors, may amend Notes or supplement the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, and subject to Sections Section 6.04 and Section 6.07 hereof, any existing Default or Event of Default (other than a continuing Default or Event of Default in the payment of the principal of, interest and premium or and Additional Amounts, if any, on the Notes (which may only be waived with the consent of Holders of 90% in aggregate principal amount of the then outstanding Notes) or interest on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaidIssuer, and upon receipt by the Trustee of the documents described in Section 7.02, 9.06, 13.04 and 13.05 hereof7.02(b), the Trustee, Trustee will join with the Company Issuer and the Subsidiary Guarantors in the execution of such amended or supplemental indenture authorized or permitted by the terms of this Indenture other document unless such amended or supplemental indenture directly or other document adversely affects the Trustee’s or any Agent’s own rights, duties or immunities under this Indenture Indenture, or otherwise, in which case the Trustee and/or each Agent may in their its discretion, but will not be obligated to, enter into such amended or supplemental indentureindenture or other document. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company Issuer 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 Company Issuer to mail or otherwise deliver such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof6.07, the Holders of a majority in aggregate principal amount of the Notes then outstanding outstanding, voting as a single class class, may waive compliance in a particular instance by the Company Issuer with any provision of this Indenture Indenture, the Notes or any Note Guarantee. However, unless consented to by the Holders of at least 90% of the aggregate principal amount of then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes. However), without the consent of each Holder (including the Additional Notes) affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes (including the Additional Notes) held by a non-consenting Holder): (1i) change the Stated Maturity of the principal of, or any installment of or Additional Amounts on, any Note; (ii) reduce the principal amount of any Note (or Additional Amounts or premium, if any) or the rate of, or change the time for payment of, interest on any Note or change any provision relating to the redemption of the Notes; (iii) change the coin or currency in which the principal of any Note or any premium or any Additional Amounts or the interest thereon is payable; (iv) impair the right of any holder of Notes 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); (v) reduce the principal amount of Notes whose Holders must consent to an any amendment, supplement or waiver; (2) reduce the principal of, premium, if any, or change the fixed maturity waiver of any Note or alter the provisions with respect to the redemption of the Notes (except as provided above with respect to Sections 3.09, 4.10, 4.21 and 4.15 hereof); (3) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4) waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, on, the Notes this Indenture (except a rescission of acceleration of the Notes by the holders Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default Payment Default that resulted from such acceleration); (5vi) make release any Note payable in money Guarantee other than that stated in the Notes; (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of, or interest or premium, if any, on, the Notes; (7) waive a redemption payment with respect to any Note (other than a payment required by Section 3.09, 4.10, 4.21 or 4.15 hereof); (8) release any Subsidiary Guarantor from any of its Obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture; (vii) modify any of the provisions relating to supplemental indentures requiring the consent of Holders of the Notes or relating to the waiver of past defaults or relating to the waiver of certain covenants, except to increase the percentage of outstanding Notes 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 Note affected thereby; or (9viii) make any change in the preceding amendment and waiver provisions. For Any amendment, supplement or waiver consented to by at least 90% of the avoidance aggregate principal amount of doubt, no amendment to or deletion of, or actions taken in compliance with, the covenants described under Article 4 shall then outstanding Notes will be deemed to impair or affect binding against any rights of Holders to receive payment of principal of, or premium, if any, or interest on, the Notesnon-consenting Holders.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company and Issuer, the Guarantors, the Trustee and, in the case of the Security Documents, the Collateral Agent, may amend or supplement this Indenture (includingIndenture, without limitationthe Intercreditor Agreement, Section 3.09any Security Document, 4.10 and 4.15 hereof) the Notes and the Notes, and the Company, the Trustee and the Subsidiary Guarantors, may amend or supplement the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or and Additional AmountsInterest, if any, or interest on, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this IndentureIndenture (other than Section 12.03(a)(4)), the Notes Intercreditor Agreement, any Security Document, the Guarantees or the Note Guarantees Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or 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 Company Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02, 9.06, 13.04 and 13.05 7.02 hereof, the Trustee, will Trustee shall join with the Company and the Subsidiary Guarantors Issuer in the execution of such amended or supplemental indenture authorized or permitted by the terms of this Indenture unless such amended or supplemental indenture directly affects the Trustee’s or any Agent’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee and/or each Agent may in their its discretion, but will shall not be obligated to, enter into such amended or supplemental indenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will Issuer shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuer to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without Without the consent of each affected Holder (including the Additional of Notes) affected, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Notes (including the Additional Notes) held by a non-consenting Holder): (1) reduce change the Stated Maturity of the principal amount of, or any installment of Notes whose Holders must consent to an amendmentinterest on, supplement or waiverany Note; (2) reduce the principal amount of, or premium, if any, or change the fixed maturity of interest on, any Note or alter the provisions with respect to the redemption of the Notes (except as provided above with respect to Sections 3.09, 4.10, 4.21 and 4.15 hereof)Note; (3) reduce the rate of or change the time for payment optional redemption dates or optional redemption prices of interest, including default interest, on any Notethe Notes from that stated under Section 3.07; (4) waive a Default change the place or Event currency 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; (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of, or interest or premium, if any, on, the Notes; (7) waive a redemption payment with respect to any Note (other than a payment required by Section 3.09, 4.10, 4.21 or 4.15 hereof); (8) release any Subsidiary Guarantor from any of 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 and waiver provisions. For the avoidance of doubt, no amendment to or deletion of, or actions taken in compliance with, the covenants described under Article 4 shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or premium, if any, or interest on, any Note; (5) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note; (6) waive a default in the payment of principal of, premium, if any, or interest on the Notes; or (7) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with certain provisions of this Indenture or for waiver of certain defaults. Without the consent of Holders of two-thirds in aggregate principal amount of the Notes then-outstanding, an amendment, supplement or waiver may not modify any Collateral Document relating to the Notes or the provisions of this Indenture dealing with the Security Documents that has the effect of releasing all or substantially all of the Collateral, except as otherwise permitted by this Indenture or the Security Documents.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture (including, without limitation, Section 3.09, 4.10 and 4.15 hereof) and the Notes, and the Company, the Trustee and the Subsidiary Guarantors, may amend or supplement the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or Additional Amounts, if any, or interest on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Note Guarantees may be waived with With the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes issued pursuant to this Indenture (including any Additional NotesNotes issued pursuant to this Indenture after the Issue Date), if any) voting as a single class (includingclass, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02, 9.06, 13.04 and 13.05 hereof, the Trustee, will join with the Company and the Subsidiary Guarantors Trustee may amend this Indenture or enter into one or more supplemental indentures to this Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the execution of such amended or supplemental indenture authorized or permitted by the terms provisions of this Indenture unless such amended or supplemental indenture directly affects the Trustee’s Notes or of modifying in any Agent’s own rights, duties or immunities under this Indenture or otherwise, in which case manner the Trustee and/or each Agent may in their discretion, but will not be obligated to, enter into such amended or supplemental indenture. It is not be necessary for the consent rights of the Holders under this Section 9.02 to approve Indenture, including the particular form definitions herein; provided that (i) if any such amendment or supplement would by its terms disproportionately and adversely affect either Series of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver Notes under this Section 9.02 becomes effectiveIndenture, such amendment or supplement shall also require the Company will mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure consent of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as Notes of such Series issued pursuant to this Indenture (including any Additional Notes of such Series issued pursuant to this Indenture after the Issue Date) and (ii) if any such amendment or supplement would only affect the Notes of one Series, then only the consent of the Holders of a single class may waive compliance majority in aggregate principal amount of the then outstanding Notes of such affected Series issued pursuant to this Indenture (including any Additional Notes of such Series issued pursuant to this Indenture after the Issue Date) (and not the consent of a particular instance by majority in aggregate principal amount of all the then outstanding Notes issued under this Indenture) shall be required; and provided, further, that the Company with any provision of this Indenture or and the Notes. HoweverTrustee may not, without the consent of the Holder of each Holder (including the Additional Notes) affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes (including the Additional Notes) held by outstanding Note of a non-consenting Holder):Series affected thereby: (1) reduce the principal amount of Notes of such Series whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of, premium, if any, rate of (or change the fixed maturity of any Note or alter the provisions with respect to the redemption manner of the calculation of the rate of), or extend the time for payment of, interest on the Notes (except as provided above with respect to Sections 3.09, 4.10, 4.21 and 4.15 hereof)of such Series; (3) reduce the rate principal of, or extend the fixed maturity of, the Notes of or change the time for payment of interest, including default interest, on any Notesuch Series; (4) waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, on, make the Notes of such Series payable in money other than that stated in such Notes; or (except a rescission 5) impair the ability of acceleration Holders of the Notes by of such Series to institute suit to enforce the holders obligation of at least the Company to make any principal, premium or interest payment due in respect of such Notes. The Holders of a majority in aggregate principal amount of the then outstanding Notes and issued pursuant to this Indenture (including any Additional Notes issued pursuant to this Indenture after the Issue Date), voting as a waiver single class, may on behalf of the payment default that resulted from such acceleration); (5) make Holders of all the Notes issued pursuant to this Indenture waive any Note payable in money other than that stated in the Notes; (6) make past Default under this Indenture and its consequences or compliance with any change in the provisions of this Indenture relating to waivers of past Defaults or the rights Notes; provided that (i) if any such waiver would by its terms disproportionately and adversely affect either Series of Holders to receive payments of principal of, or interest or premium, if any, on, the Notes; (7) waive a redemption payment with respect to any Note (other than a payment required by Section 3.09, 4.10, 4.21 or 4.15 hereof); (8) release any Subsidiary Guarantor from any of its Obligations Notes under its Note Guarantee or this Indenture, except such waiver shall also require the consent of the Holders of a majority in accordance with aggregate principal amount of the terms then outstanding Notes of such Series issued pursuant to this Indenture (including any Additional Notes of such Series issued pursuant to this Indenture after the Issue Date) and (ii) if any such waiver would only affect the Notes of one Series, then only the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes of such affected Series issued pursuant to this Indenture (including any Additional Notes of such Series issued pursuant to this Indenture after the Issue Date) (and not the consent of a majority in aggregate principal amount of all the then outstanding Notes issued under this Indenture) shall be required; or (9) make any change and provided, further, that no waiver shall be effective without the consent of the Holder of each outstanding Note affected thereby in the preceding amendment and waiver provisions. For the avoidance case of doubt, no amendment to or deletion of, or actions taken a Default (1) in compliance with, the covenants described under Article 4 shall be deemed to impair or affect any rights of Holders to receive payment of principal ofprincipal, or premium, if any, or interest ondue in respect of any Note or (2) in respect of other provisions which under this Indenture cannot be modified or amended without the consent of the Holder of each outstanding Note affected. It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the Notessubstance thereof.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company Company, UNICCO Finance, the Guarantors and the Trustee may amend or supplement this Indenture (including, without limitation, Section including Sections 3.09, 4.10 and 4.15 hereof) and the Notes), and the Company, the Trustee and the Subsidiary Guarantors, may amend or supplement the Note Guarantees and the Notes 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, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or Additional Amounts, if any, or interest on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes Note Guarantees or the Note Guarantees Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the for Notes). Upon the request of the Company Issuers accompanied by a resolution of its the Board of Directors authorizing the execution of any such amended or supplemental indentureIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02, 9.06, 13.04 and 13.05 7.02 hereof, the Trustee, will Trustee shall join with the Company Company, UNICCO Finance and the Subsidiary Guarantors in the execution of such amended or supplemental indenture authorized or permitted by the terms of this Indenture unless such amended or supplemental indenture Indenture directly affects the Trustee’s or any Agent’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee and/or each Agent may in their its discretion, but will shall not be obligated to, enter into such amended or supplemental indenture. It is not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder (including the Additional Notes) affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes (including the Additional Notes) held by a non-consenting Holder): (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of, premium, if any, or change the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes (except as provided above with respect to Sections 3.09, 4.10, 4.21 and 4.15 hereof); (3) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4) 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; (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of, or interest or premium, if any, on, the Notes; (7) waive a redemption payment with respect to any Note (other than a payment required by Section 3.09, 4.10, 4.21 or 4.15 hereof); (8) release any Subsidiary Guarantor from any of 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 and waiver provisions. For the avoidance of doubt, no amendment to or deletion of, or actions taken in compliance with, the covenants described under Article 4 shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or premium, if any, or interest on, the Notes.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company Issuers and the Trustee may amend or supplement this Indenture (including, without limitation, Section 3.09, 4.10 and 4.15 hereof) and the Notes, Notes and the Company, the Trustee and the Subsidiary Guarantors, may amend or supplement the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or Additional Amountson, if any, interest or interest Special Interest, if any, on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Sections 2.08 and 2.09 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the Company Issuers accompanied by a resolution of its Holdings’ Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02, 9.06, 13.04 and 13.05 7.02 hereof, the Trustee, Trustee will join with the Company Issuers and the Subsidiary Guarantors in the execution of such amended or supplemental indenture authorized or permitted by the terms of this Indenture unless such amended or supplemental indenture directly affects the Trustee’s or any Agent’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee and/or each Agent may in their its discretion, but will not be obligated to, enter into such amended or supplemental indentureIndenture. It is not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company Issuers will mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuers to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company Issuers or the Guarantors with any provision of this Indenture Indenture, the Notes or the NotesNote Guarantees. However, without the consent of each Holder (including the Additional Notes) affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes (including the Additional Notes) held by a non-consenting Holder): (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of, premium, if any, of or change the fixed maturity Stated Maturity of any Note note or alter the provisions provisions, or waive any payment, with respect to the redemption of the Notes (except as provided above with respect Notes, other than provisions relating to Sections 3.09, 4.10, 4.21 4.10 and 4.15 hereof); (3) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4) waive a Default or Event of Default in the payment of principal of, or interest or premiumpremium on, if any, onand interest and Special Interest, if any, on the Notes (except a rescission of acceleration of the Notes by the holders 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 issued under this Indenture payable in money other than that stated in the NotesU.S. dollars; (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, or interest or premiumpremium on, if any, onand interest and Special Interest, if any, on the Notes; (7) waive a redemption payment with respect to any Note (other than a payment required by Section 3.09, 4.10, 4.21 or 4.15 hereof); (8) release any Subsidiary Guarantor from any of its Obligations obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture; or (9) 8) make any change in the preceding amendment and waiver provisions. For the avoidance of doubt, no amendment to or deletion of, or actions taken in compliance with, the covenants described under Article 4 shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or premium, if any, or interest on, the Notes.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture (including, without limitation, Section 3.09Sections 4.10, 4.10 4.15 and 4.15 4.16 hereof) and the Notes, Notes and the Company, the Trustee and the Subsidiary Guarantors, may amend or supplement the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal ofof or interest, premium or Additional Amountspremium, if any, or interest onAdditional Interest, if any, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02, 9.06, 13.04 and 13.05 7.02 hereof, the Trustee, Trustee will join with the Company and the Subsidiary Guarantors in the execution of such amended or supplemental indenture authorized or permitted by the terms of this Indenture unless such amended or supplemental indenture directly affects the Trustee’s or any Agent’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee and/or each Agent may in their its discretion, but will not be obligated to, enter into such amended or supplemental indentureIndenture. It is not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the NotesNotes or the Note Guarantees. However, without the consent of each Holder (including the Additional Notes) affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes (including the Additional Notes) held by a non-consenting Holder): (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of, premium, if any, 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 above with respect to other than Sections 3.09, 4.10, 4.21 4.15 and 4.15 4.16 hereof); (3) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4) waive a Default or Event of Default in the payment of principal ofof or interest, or interest or premium, if any, onor Additional Interest, if any, on the Notes (except a rescission of acceleration of the Notes by the holders 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; (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal ofof or interest, or interest or premium, if any, onor Additional Interest, if any, on the Notes; (7) waive a redemption payment with respect to any Note (other than a payment required by Section 3.09, 4.10, 4.21 4.15 or 4.15 4.16 hereof); (8) release any Subsidiary Guarantor from any of its Obligations obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indentureas set forth under Article 10 hereof; or (9) make any change in the preceding amendment and waiver provisions. For the avoidance of doubtIn addition, no any amendment to to, or deletion waiver of, the provisions of this Indenture relating to the Collateral or actions taken the Collateral Documents that has the effect of releasing all or substantially all of the Collateral from the Liens securing the Notes will require the consent of the Holders of at least 662/3% in compliance with, aggregate principal amount of the covenants described under Article 4 shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or premium, if any, or interest on, the NotesNotes then outstanding.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture (including, without limitation, including Section 3.09, 4.10 4.09, 4.14, 4.16 and 4.15 hereof4.22) and the Notes, Notes and the Company, the Trustee and the Subsidiary Guarantors, may amend or supplement the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including including, without limitation, Additional Notes, if any) voting as a single class class, or if such amendment or supplement applies to less than all series of Notes, all series affected by such amendment or supplement, of each series affected by such amendment or supplement (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or Additional AmountsInterest, if any, or interest on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02, 9.06, 13.04 and 13.05 hereof, the Trustee, Trustee will join with the Company and the Subsidiary Guarantors in the execution of such amended or supplemental indenture authorized or permitted by the terms of this Indenture unless such amended or supplemental indenture directly affects the Trustee’s or any Agent’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee and/or each Agent may in their its discretion, but will not be obligated to, enter into such amended or supplemental indentureIndenture. It is not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof6.07, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the NotesNotes or the Note Guarantees. However, without the consent of each Holder (including the Additional Notes) of each series of Notes affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes (including the Additional Notes) held by a non-consenting Holder): (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of, premium, if any, 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 above with respect Notes; provided, however, that any purchase or repurchase of Notes, including pursuant to Sections 3.094.09, 4.104.14, 4.21 and 4.15 hereof)4.16 or 4.22 shall not be deemed a redemption of the Notes; (3) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4) waive a Default or Event of Default in the payment of principal of, or interest or premiumpremium or Additional Interest, if any, on, on the Notes (except a rescission of acceleration of the Notes by the holders 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; (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, or interest or premiumpremium or Additional Interest, if any, on, on the Notes; (7) waive a redemption payment with respect to any Note (other than Note; provided, however, that any purchase or repurchase of Notes, including pursuant to Sections 4.09, 4.14, 4.16 or 4.22, shall not be deemed a payment required by Section 3.09, 4.10, 4.21 or 4.15 hereof)redemption of the Notes; (8) release any Subsidiary Guarantor from any of its Obligations 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 and waiver provisions. For the avoidance of doubt, no amendment to or deletion of, or actions taken in compliance with, the covenants described under Article 4 shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or premium, if any, or interest on, the Notes.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company Company, the Guarantors, the Trustee and the Collateral Trustee (if applicable with respect to the Security Documents) may amend or supplement this Indenture (including, without limitation, Section Sections 3.09, 4.10 4.11, 4.14 and 4.15 hereof) and 4.15), the Notes, and the Company, the Trustee and the Subsidiary Guarantors, may amend or supplement the Note Guarantees and the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or Additional Amountspremium, if any, or interest on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or Notes, the Note Guarantees and the Security Documents may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureCompany, and upon the 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, 13.04 and 13.05 hereof, the Trustee, Trustee will join with the Company and the Subsidiary Guarantors in the execution of such amended or supplemental indenture authorized and will direct the Collateral Trustee to execute any amendment or permitted by supplement to the terms of this Indenture Security Documents unless such amended or supplemental indenture directly or such Security Document amendment or supplement affects the Trustee’s or any Agent’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee and/or each Agent may in their its discretion, but will not be obligated to, enter into such amended or supplemental indentureIndenture and may but shall not be obligated to direct the Collateral Trustee to enter into such amendment or supplement to the Security Documents. It is not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without Without the consent of each Holder (including the Additional Notes) affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes (including the Additional Notes) held by a non-consenting Holder): (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of, premium, if any, 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 above with respect to Sections 3.09, 4.10, 4.21 4.11 and 4.15 hereof4.14); (3) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4) waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, premium on, the Notes (except a rescission of acceleration of the Notes by the holders 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; (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive bring suit for the enforcement of payments of principal of, or interest or premium, if any, premium on, the Notes; (7) waive a redemption payment with respect to any Note (other than a payment required by Section 3.09, 4.10, 4.21 4.11 or 4.15 hereof4.14); (8) release any Subsidiary Guarantor from any of its Obligations 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 and waiver provisions. For the avoidance of doubtIn addition, no any amendment to or deletion supplement to, or waiver of, the provisions of this Indenture or actions taken any Note Document that has the effect of releasing all or substantially all of the Collateral from the Liens securing the Notes will require the consent of the Holders of at least 66-2/3% in compliance with, aggregate principal amount of the covenants described under Article 4 shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or premium, if any, or interest on, the NotesNotes then outstanding.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture (including, without limitation, Section Sections 3.09, 4.10 and 4.15 hereof) ), the Subsidiary Guarantees and the Notes, and the Company, the Trustee and the Subsidiary Guarantors, may amend or supplement the Note Guarantees Notes with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including including, without limitation, Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the or purchase of, Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or Additional AmountsSpecial Interest, if any, or interest on, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes Subsidiary Guarantees or the Note Guarantees Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the or purchase of, Notes). Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02, 9.06, 13.04 and 13.05 7.02 hereof, the Trustee, Trustee will join with the Company and the Subsidiary Guarantors in the execution of such amended or supplemental indenture authorized or permitted by the terms of this Indenture unless such amended or supplemental indenture Indenture directly affects the Trustee’s or any Agent’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee and/or each Agent may in their its discretion, but will not be obligated to, enter into such amended or supplemental indentureIndenture. It is not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder (including the Additional Notes) affected, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Notes (including the Additional Notes) held by a non-consenting Holder): (1) reduce the principal amount of Notes whose the Holders of which must consent to an amendment, supplement or waiver; (2) reduce the principal of, premium, if any, 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 above with respect to Sections 3.09, 4.10, 4.21 4.10 and 4.15 hereof); (3) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4) waive a Default or Event of Default in the payment of principal of, or interest or premiumpremium or Special Interest, if any, on, on the Notes (except a rescission of acceleration of the Notes by the holders 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; (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, or interest or premiumpremium or Special Interest, if any, on, on the Notes; (7) waive a redemption payment with respect to make any Note (other than a payment required by change in Section 3.09, 4.10, 4.21 6.04 or 4.15 6.07 hereof); (8) make any change in the foregoing amendment and waiver provisions; or (9) release any Subsidiary Guarantor from any of its Obligations obligations under its Note Subsidiary Guarantee or this Indenture, except in accordance with the terms of this Indenture; or (9) make . In addition, any change in the preceding amendment and to, or waiver provisions. For the avoidance of doubt, no amendment to or deletion of, or actions taken in compliance with, the covenants described under Article 4 shall be deemed provisions of this Indenture relating to impair or affect any subordination that adversely affects the rights of the Holders to receive payment of the Notes will require the consent of the Holders of at least 75% in aggregate principal of, or premium, if any, or interest on, amount of the NotesNotes then outstanding.

With Consent of Holders of Notes. Except as provided below in Section 9.01 and in this Section 9.02, the Company Partnership and the Trustee and Collateral Trustee, as applicable, may amend or supplement this Indenture (including, without limitation, Section Sections 3.09, 4.10 and 4.15 hereof) and the Notes, the Note Guarantees, the Intercreditor Agreement and the Company, the Trustee and the Subsidiary Guarantors, may amend or supplement the Note Guarantees Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or Additional Amountsinterest, if any, or interest on, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this IndentureIndenture or the Notes, the Notes or the Note Guarantees or the Security Documents may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Upon the request of the Company Partnership accompanied by a resolution of its Board of Directors authorizing the execution of any such amended amendment or supplemental indenturesupplement, and upon the 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 Collateral Trustee, as applicable, of the documents described in Section 7.02, 9.06, 13.04 and 13.05 7.02 hereof, the Trustee and Collateral Trustee, as applicable, will join with the Company Partnership and the Subsidiary Guarantors in the execution of such amended amendment or supplemental indenture authorized or permitted by the terms of this Indenture supplement unless such amended or supplemental indenture directly affects the Trustee’s or any Agent’s and Collateral Trustee’s, as applicable, own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee and/or each Agent and Collateral Trustee, as applicable, may in their its discretion, but will not be obligated to, enter into such amended or supplemental indenture. It is not be necessary for the consent of the Holders of Notes under this Section 9.02 Indenture to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company Partnership will mail deliver to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Partnership to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company Partnership with any provision of this Indenture Indenture, the Notes, the Note Guarantees or the NotesSecurity Documents. HoweverNotwithstanding the foregoing, without the consent of each Holder (including the Additional Notes) affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes (including the Additional Notes) held by a non-consenting Holder): (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of, premium, if any, 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 above with respect other than provisions relating to Sections Section 3.09, 4.10, 4.21 and Section 4.10 or Section 4.15 hereof); (3) reduce the rate of or change the time for payment of interest, including default interest, interest on any Note; (4) waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, on, on the Notes (except a rescission of acceleration of the Notes by the holders 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 currency other than that stated in the Notes; (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, or interest or premium, if any, on, on the NotesNotes (other than as permitted in clause (7) below); (7) waive a redemption or repurchase payment with respect to any Note (other than a payment required by Section 3.09, 4.10, 4.21 Section 4.10 or Section 4.15 hereof); (8) release any Subsidiary Guarantor from any of its Obligations 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 amendment, supplement and waiver provisions. For the avoidance provisions of doubt, no amendment to or deletion of, or actions taken in compliance with, the covenants described under Article 4 shall be deemed to impair or affect any rights clauses (1) through (9) of Holders to receive payment of principal of, or premium, if any, or interest on, the Notesthis Section 9.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company Issuers and the Trustee may amend or supplement this Indenture (including, without limitation, Section 3.09, 4.10 and 4.15 hereof) and the Notes, Notes and the Company, the Trustee and the Subsidiary Guarantors, may amend or supplement the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or Additional Amountson, if any, or interest interest, if any, on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Sections 2.08 and 2.09 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the Company Issuers accompanied by a resolution of its Holdings’ Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02, 9.06, 13.04 and 13.05 7.02 hereof, the Trustee, Trustee will join with the Company Issuers and the Subsidiary Guarantors in the execution of such amended or supplemental indenture authorized or permitted by the terms of this Indenture unless such amended or supplemental indenture directly affects the Trustee’s or any Agent’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee and/or each Agent may in their its discretion, but will not be obligated to, enter into such amended or supplemental indenture. It is not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company Issuers will mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuers to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company Issuers or the Guarantors with any provision of this Indenture Indenture, the Notes or the NotesNote Guarantees. However, without the consent of each Holder (including the Additional Notes) affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes (including the Additional Notes) held by a non-consenting Holder): (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of, premium, if any, of or change the fixed maturity Stated Maturity of any Note note or alter the provisions provisions, or waive any payment, with respect to the redemption of the Notes (except as provided above with respect Notes, other than provisions relating to Sections 3.09, 4.10, 4.21 4.10 and 4.15 hereof); (3) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4) waive a Default or Event of Default in the payment of principal of, or interest or premiumpremium on, if any, onand interest, if any, on the Notes (except a rescission of acceleration of the Notes by the holders 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 issued under this Indenture payable in money other than that stated in the NotesU.S. dollars; (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, or interest or premiumpremium on, if any, onand interest, if any, on the Notes; (7) waive a redemption payment with respect to any Note (other than a payment required by Section 3.09, 4.10, 4.21 or 4.15 hereof); (8) release any Subsidiary Guarantor from any of its Obligations obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture; or (9) 8) make any change in the preceding amendment and waiver provisions. For the avoidance of doubtAny amendment to, no amendment to or deletion waiver of, the provisions of this Indenture or actions taken any Security Document that has the effect of releasing all or substantially all of the Collateral from the Liens securing the Notes will require the consent of the holders of 100% in compliance with, aggregate principal amount of the covenants described under Article 4 shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or premium, if any, or interest on, the NotesNotes then outstanding.

With Consent of Holders of Notes. Except as provided below in this Section 9.0211.2, the Company and the Trustee may amend or supplement this Indenture (including, without limitation, Section 3.09, 4.10 and 4.15 hereof) and or the NotesSecurities may be amended, and noncompliance in any particular instance with any provision of this Indenture or the CompanySecurities may be waived, the Trustee and the Subsidiary Guarantors, may amend or supplement the Note Guarantees in each case with the consent or affirmative vote of the Holders of at least a majority in aggregate of the principal amount of the then outstanding Notes at the time outstanding. Without the consent or the affirmative vote of each Holder of Notes affected thereby (including Additional Notesin addition to the consent or the affirmative vote of the Holders of at least a majority of the principal amount of the Securities at the time outstanding), if anyan amendment or waiver under this Section 11.2 may not: (a) voting as a single class (including, without limitation, consents obtained in connection with a purchase change the maturity of the principal amount of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment date of the principal ofany installment of interest, premium Additional Amounts or Additional AmountsInterest, if any, or interest on, any Security; (b) reduce the Notesprincipal amount of, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indentureinterest, the Notes Additional Amounts or Additional Interest, if any, on, or the Redemption Price, Purchase Price or Fundamental Change Purchase Price of, any Note; (c) change the currency of payment of principal amount of, or interest, Additional Amounts or Additional Interest, if any, on, or the Redemption Price, Purchase Price or Fundamental Change Purchase Price of, any Note Guarantees from U.S. Dollars; (d) impair or adversely affect the manner of calculation or rate of accrual of interest, Additional Amounts or Additional Interest, if any, on any Note; (e) impair the right of any Holder to institute suit for the enforcement of any payment or with respect to, or conversion of, any Note; (f) modify the Company's obligation to maintain a Registrar, Paying Agent, Conversion Agent and an office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be waived with served in the consent Borough of Manhattan, New York City; (g) impair or adversely affect the conversion rights of the Holders of the Notes as provided in ARTICLE XII; (h) impair or adversely affect the purchase rights of the Holders of the Notes as provided in ARTICLE IV or ARTICLE V; (i) modify the redemption provisions of ARTICLE III in a majority in aggregate manner adverse to the Holders of Notes; (j) reduce the percentage of the principal amount of the then outstanding Notes the consent or affirmative vote of whose Holders is required for any such amendment; (including Additional Notesk) reduce the percentage of the principal amount of the outstanding Notes the consent or affirmative vote of whose Holders is required for any waiver of any past Default provided for in this Indenture; or (l) waive any matter set forth in Section 8.4(a), if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase ofSection 8.4(b), or tender offer or exchange offer for, the NotesSection 8.4(c). Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02, 9.06, 13.04 and 13.05 hereof, the Trustee, will join with the Company and the Subsidiary Guarantors in the execution of such amended or supplemental indenture authorized or permitted by the terms of this Indenture unless such amended or supplemental indenture directly affects the Trustee’s or any Agent’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee and/or each Agent may in their discretion, but will not be obligated to, enter into such amended or supplemental indenture. It is shall not be necessary for the consent of the Holders under this Section 9.02 11.2 to approve the particular form of any proposed amendment, supplement or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver amendment under this Section 9.02 11.2 becomes effective, the Company will shall mail to the Holders affected thereby each Holder a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder (including the Additional Notes) affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes (including the Additional Notes) held by a non-consenting Holder): (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of, premium, if any, or change the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes (except as provided above with respect to Sections 3.09, 4.10, 4.21 and 4.15 hereof); (3) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4) 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; (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of, or interest or premium, if any, on, the Notes; (7) waive a redemption payment with respect to any Note (other than a payment required by Section 3.09, 4.10, 4.21 or 4.15 hereof); (8) release any Subsidiary Guarantor from any of 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 and waiver provisions. For the avoidance of doubt, no amendment to or deletion of, or actions taken in compliance with, the covenants described under Article 4 shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or premium, if any, or interest on, the Notes.

With Consent of Holders of Notes. Except as provided below in this Section 9.0210.02, the Company and the Trustee may amend or supplement this Indenture (including, without limitation, Section 3.094.09, 4.10 5.10 and 4.15 hereof5.15) and the Notes, Notes and the Company, the Trustee and the Subsidiary Guarantors, may amend or supplement the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 7.04 and 6.07 hereof7.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or Additional Amountson, if any, or interest on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Sections 4.08 and 4.09 shall determine which Notes are considered to be “outstanding” for purposes of this Section 10.02. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02, 9.06, 13.04 and 13.05 hereof8.02, the Trustee, Trustee will join with the Company and the Subsidiary Guarantors in the execution of such amended or supplemental indenture authorized or permitted by the terms of this Indenture unless such amended or supplemental indenture directly affects the Trustee’s or any Agent’s own rights, duties or immunities under this Indenture hereunder or otherwise, in which case the Trustee and/or each Agent may in their its discretion, but will not be obligated to, enter into such amended or supplemental indentureIndenture. It is not be necessary for the consent of the Holders of Notes under this Section 9.02 10.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 10.02 becomes effective, the Company will mail send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture amendment, supplement or waiver. Subject to Sections 6.04 7.04 and 6.07 hereof7.07, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture Indenture, the Notes or the NotesNote Guarantees. However, without the consent of each Holder (including the Additional Notes) affected, an amendment, supplement or waiver under this Section 9.02 10.02 may not (with respect to any Notes (including the Additional Notes) held by a non-consenting Holder): (1) reduce the principal amount of Notes whose Holders holders must consent to an amendment, supplement or waiver; (2) reduce the principal of, premium, if any, 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 above with respect those provisions relating to Sections 3.09, 4.10, 4.21 and 4.15 hereofSection 5.10 or Section 5.15); (3) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4) waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, on, 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); (5) make any Note payable in money currency other than that stated in the Notes; (6) make any change in the provisions of this Indenture hereof relating to waivers of past Defaults or the rights of Holders holders of Notes to receive payments of principal of, or interest or premium, if any, on, or interest on, the NotesNotes (other than as permitted by clause (7) below); (7) waive a redemption or repurchase payment with respect to any Note (other than a payment required by Section 3.09, 4.10, 4.21 5.10 or 4.15 hereofSection 5.15); (8) release any Subsidiary Guarantor from any of its Obligations obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenturehereof; or (9) make any change in the preceding amendment amendment, supplement and waiver provisions. For the avoidance of doubt, no amendment to or deletion of, or actions taken in compliance with, the covenants described under Article 4 shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or premium, if any, or interest on, the Notes.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company Issuers, the Guarantors and the Trustee may amend or supplement this Indenture (including, without limitation, Section including Sections 3.09, 4.10 and 4.15 4.14 hereof) and the Notes, Notes and the Company, the Trustee and the Subsidiary Guarantors, may amend or supplement the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class of each series affected thereby (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or Additional Amounts, if any, or interest on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class of each series affected thereby (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the Company Issuers accompanied by a resolution resolutions of its Board their Boards of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02, 9.06, 13.04 and 13.05 9.06 hereof, the Trustee, Trustee will join with the Company Issuers and the Subsidiary Guarantors in the execution of such amended or supplemental indenture authorized or permitted by the terms of this Indenture unless such amended or supplemental indenture directly affects the Trustee’s or any Agent’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee and/or each Agent may in their its discretion, but will not be obligated to, enter into such amended or supplemental indenture. It is not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company Issuers will mail send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuers to mail send such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder (including the Additional Notes) affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes (including the Additional Notes) held by a non-consenting Holder): (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of, premium, if any, of or change the fixed maturity of any Note or alter the provisions with respect to the redemption or repurchase of the Notes (except as provided above with respect other than provisions relating to Sections minimum required notice of optional redemption or to Section 3.09, 4.10, 4.21 and 4.15 Section 4.10 or Section 4.14 hereof); (3) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4) waive a Default or Event of Default in the payment of principal of, or interest or premiumpremium or Additional Interest, if any, on, on the Notes (except a rescission of acceleration of the Notes by the holders 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; (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of of, principal of, or interest or premiumpremium or Additional Interest, if any, on, the NotesNotes (other than as permitted by clause (7) below); (7) waive a redemption or repurchase payment with respect to any Note (other than a payment required by Section 3.09, 4.10, 4.21 4.10 or 4.15 Section 4.14 hereof); (8) release any Subsidiary Guarantor from any of its Obligations 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 amendment, supplement and waiver provisions. For the avoidance of doubt, no amendment to or deletion of, or actions taken in compliance with, the covenants described under Article 4 shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or premium, if any, or interest on, the Notes.

With Consent of Holders of Notes. Except as provided below in this Section 9.029.02 with respect to the Notes, the Company and Issuer, any Guarantor (with respect to a Note Guarantee), or the Trustee and/or the Collateral Trustee may modify, amend or supplement this Indenture (includingIndenture, without limitation, Section 3.09, 4.10 and 4.15 hereof) and the Notes, the Note Guarantees, the Intercreditor Agreements and the Company, the Trustee and the Subsidiary Guarantors, may amend or supplement the Note Guarantees Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class then outstanding and affected thereby (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), ) and, subject to Sections 6.04 and 6.07 hereof6.07, any existing Default or Event of Default with respect to the Notes (other than a Default or Event of Default in the payment of the principal of, premium or Additional Amounts, if any, or interest on, on the Notes, except a payment default resulting from an acceleration that has been rescindedrescinded or annulled) or compliance in respect of the Notes with any provision of this Indenture, Security Documents, the Notes or Intercreditor Agreements, the Note Guarantees of the Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 and Section 2.09 shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Company Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02, 7.02 and Section 9.06, 13.04 and 13.05 hereof, the Trustee, will Trustee and/or the Collateral Trustee shall join with the Company and the Subsidiary Guarantors Issuer in the execution of such amended or supplemental indenture authorized indenture, Intercreditor Agreements or permitted by the terms of this Indenture Security Documents unless such amended or supplemental indenture indenture, Intercreditor Agreements or Security Documents directly affects the Trustee’s or any Agentand/or the Collateral Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee and/or each Agent the Collateral Trustee may in their its discretion, but will shall not be obligated to, enter into such amended or supplemental indenture, Intercreditor Agreement or Security Document. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail Issuer shall deliver to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuer to mail deliver such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without Without the consent of each Holder (including the Additional Notes) affectedof Notes affected thereby, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Notes (including the Additional Notes) held by a non-consenting Holder): (1) reduce change the Stated Maturity of the principal amount of, or any installment of Notes whose Holders must consent principal of or interest on, any such Note (or implement a grace period with respect to an amendment, supplement or waiverany such Stated Maturity); (2) reduce the principal amount of, or the rate of interest on, any such Note; (3) reduce any premium, if any, or alter the time at which Notes may be redeemed (or implement a grace period with respect to any such Stated Maturity) or the Redemption Price payable upon the redemption of any such Note pursuant to Section 3.07; (4) reduce the amount of the principal of an original discount Note that would be due and payable upon a declaration of acceleration of the Maturity thereof; (5) change any place of payment where, or the coin or currency in which, the principal of, premium, if any, or change the fixed maturity of interest on any such Note or alter the provisions with respect to the redemption of the Notes (except as provided above with respect to Sections 3.09, 4.10, 4.21 and 4.15 hereof)is payable; (36) reduce eliminate the rate contractual right expressly set forth in this Indenture or any Note of or change any Holder to institute suit for the time for enforcement of any payment of interestprincipal of, including default interestpremium, if any, or interest on such Note on or after the Stated Maturity or Redemption Date of any such Note; (47) reduce the percentage in principal amount of the outstanding Notes, the consent of whose Holders is required to approve any such modification or amendment or for any waiver of compliance with, or Defaults under, this Indenture; (8) modify or amend any of the provisions of Section 6.04 or this Section 9.02, except to increase any percentage vote required or to provide that certain other provisions of this Indenture may not be modified or waived without the consent of the Holder of each Note affected thereby; (9) waive a Default or Event of Default in the payment of principal of, or interest of or premium, if any, on, the Notes or interest on any Note (except a rescission or annulment of acceleration of the Notes such Note by the holders 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), or in respect of a covenant or provision contained in this Indenture or any Note Guarantee that cannot be amended or modified without the consent of all Holders of such Note; (510) make modify or amend the ranking as to the right of payment of any Note payable in money other than a manner that stated in would adversely affect the NotesHolders of such Note; (611) except as expressly permitted by this Indenture, modify or amend the Note Guarantees of any Parent Guarantor or Significant Subsidiary in any manner materially adverse to the Holders of any Note; or (12) modify or amend any of the provisions of this Section 9.02 (except as provided for herein). Notwithstanding the foregoing, without the consent of the Holders of at least 90% in aggregate principal amount of the Notes then-outstanding, no amendment or waiver may (a) (i) make any change or have the effect of making any change in any Security Document, the Intercreditor Agreements or the provisions of in this Indenture relating to waivers dealing with Collateral or application of past Defaults trust proceeds of the Collateral with the effect of releasing the Liens on all or substantially all of the Collateral which secure the Obligations in respect of the Notes and the Note Guarantees or (ii) change, alter or have the effect of changing or otherwise altering the priority of the Liens securing the Obligations in respect of the Notes or the rights Note Guarantees or the priority of Holders the Notes or the Note Guarantees as to receive payments the application of principal proceeds with respect to, and distributions made on account of, or interest or premiumany Collateral, if anyin each case, onin any material portion of the Collateral in any way adverse to the Holders of the Notes in any material respect, the Notes; (7) waive a redemption payment with respect to any Note (other than a payment required by Section 3.09than, 4.10in each case, 4.21 or 4.15 hereof); (8) release any Subsidiary Guarantor from any of its Obligations as provided under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture; or the Security Documents or the Intercreditor Agreements, (9b) make amend, otherwise modify or have the effect of amending or otherwise modifying Section 4.17 or the definition of the term “Priming Financing/Liability Management Transaction” or “Permitted LM Transaction” in any change way adverse to the Holders of the Notes in any material respect or (c) amend, otherwise modify or have the preceding amendment effect of amending or otherwise modifying the provisions set forth in clause (1) of Section 4.07(e), except where all Holders are provided an opportunity to provide a pro rata share of any “senior” Indebtedness (including any Priming Debt) on the same terms and waiver provisions. For for the avoidance of doubt, no amendment to or deletion of, or actions taken in compliance with, the covenants described under Article 4 shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or premium, if any, or interest on, the Notessame fees and benefits.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company Company, the Collateral Agent and the Trustee may amend or supplement this Indenture (including, without limitation, Section Sections 3.09, 4.10 and 4.15 hereof) and the Notes, Notes and the Company, the Trustee and the Subsidiary Guarantors, may amend or supplement the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or Additional Amountspremium, if any, or interest on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). Upon the written request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee and the Collateral Agent of evidence satisfactory to the Trustee and the Collateral Agent of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee and the Collateral Agent of the documents described in Section 7.02, 9.06, 13.04 7.02 and 13.05 Section 9.05 hereof, the Trustee, Trustee will join with the Company and the Subsidiary Guarantors in the execution of such amended or supplemental indenture authorized or permitted by the terms of this Indenture unless such amended or supplemental indenture directly affects the Trustee’s or any the Collateral Agent’s own rights, duties or immunities under this Indenture or otherwise, in which case each of the Trustee and/or each and the Collateral Agent may in their its discretion, but will shall not be obligated to, enter into such amended or supplemental indenture. It is not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the NotesNotes or the Note Guarantees. However, without the consent of each Holder (including the Additional Notes) affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes (including the Additional Notes) held by a non-consenting Holder): (1i) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2ii) reduce the principal of, premium, if any, of or change the fixed maturity of any Note or alter any of the provisions with respect to the redemption of the Notes (except as provided above with respect to Sections 3.09, 4.10, 4.21 4.10 and 4.15 hereof); (3iii) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4iv) waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, on, on the Notes (except a rescission of acceleration of the Notes by the holders 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); (5v) make any Note payable in money other than that stated in the Notes; (6vi) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, or interest or premium, if any, on, on the Notes; (7vii) waive a redemption payment with respect to any Note (other than a payment required by Section Sections 3.09, 4.10, 4.21 or 4.10 and 4.15 hereof); (8) viii) release any Subsidiary Guarantor from any of its Obligations obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture; (ix) make any change in the ranking or priority of any Note that would adversely affect the Holders of the Notes in any material respect; (x) impair the right of any Holder of the Notes to receive payment of 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; (xi) make any change in the provisions of this Indenture described under Section 4.19 hereof that adversely affects the rights of any Holder in any material respect, or amend the terms of the Notes or this Indenture in a way that would result in the loss of an exemption from any of the Taxes described hereunder; (xii) make any change in the provisions of the Collateral Documents that would adversely affect the Holders of the Notes in any material respect; or (9xiii) make any change in the preceding amendment and waiver provisions. For the avoidance of doubt, no amendment to or deletion of, or actions taken in compliance with, the covenants described under Article 4 shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or premium, if any, or interest on, the Notes.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture (including, without limitation, including Section 3.09, 4.10 and 4.15 hereof) and the Notes), and the Company, the Trustee and the Subsidiary Guarantors, may amend or supplement the Note Guarantees and the Notes with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or Additional Amountspremium, if any, or interest on, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes Note Guarantees or the Note Guarantees Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02, 9.06, 13.04 and 13.05 7.02 hereof, the Trustee, will Trustee shall join with the Company and the Subsidiary Guarantors in the execution of such amended or supplemental indenture authorized or permitted by the terms of this Indenture unless such amended or supplemental indenture Indenture directly affects the Trustee’s or any Agent’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee and/or each Agent may in their its discretion, but will shall not be obligated to, enter into such amended or supplemental indentureIndenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereofhereof and except as otherwise provided below in this Section 9.02, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder (including the Additional Notes) affected, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Notes (including the Additional Notes) held by a non-consenting Holder): (1a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2b) reduce the principal of, premium, if any, of or change the fixed maturity of any Note or alter any of the provisions with respect to the redemption of the Notes (except as provided above with respect to Sections 3.09, 4.10, 4.21 4.10 and 4.15 hereof); (3c) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4d) waive a Default or Event of Default in the payment of principal of, or interest or premium, or Liquidated Damages, if any, on, on the Notes (except a rescission of acceleration of the Notes by the holders 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); (5e) make any Note payable in money other than that stated in the Notes; (6f) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, of or interest or premiumpremium or Liquidated Damages, if any, on, on the Notes; (7g) waive a redemption payment with respect to any Note note (other than a payment required by Section Sections 3.09, 4.10, 4.21 4.10 or 4.15 hereof4.15); (8) h) release any Subsidiary Guarantor from any of its Obligations obligations under its Note Subsidiary Guarantee or this Indenture, except in accordance with the terms of this Indenture; or (9i) make any change in the preceding amendment and waiver provisions. For the avoidance of doubt, no amendment to or deletion of, or actions taken in compliance with, the covenants described under Article 4 shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or premium, if any, or interest on, the Notes.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company and Company, the Subsidiary Guarantors, the Trustee and, in the case of the Security Documents, the Collateral Agent, may amend or supplement this Indenture (including, without limitation, Section 3.09, 4.10 and 4.15 hereof) and the Notes, and the CompanyIndenture, the Trustee Intercreditor Agreement, any Security Document, the Notes and the Subsidiary Guarantors, may amend or supplement the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or and Additional AmountsInterest, if any, or interest on, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes Intercreditor Agreement, any Security Document, the Subsidiary Guarantees or the Note Guarantees Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or 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 Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02, 9.06, 13.04 and 13.05 7.02 hereof, the Trustee, will Trustee shall join with the Company and the Subsidiary Guarantors in the execution of such amended or supplemental indenture authorized or permitted by the terms of this Indenture unless such amended or supplemental indenture directly affects the Trustee’s or any Agent’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee and/or each Agent may in their its discretion, but will shall not be obligated to, enter into such amended or supplemental indenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will shall mail or electronically transmit to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without Without the consent of each affected Holder (including the Additional of Notes) affected, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Notes (including the Additional Notes) held by a non-consenting Holder): (1a) change the Stated Maturity of the principal of, or any installment of interest on, any Note; (b) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of, or premium, if any, or change the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes (except as provided above with respect to Sections 3.09interest on, 4.10, 4.21 and 4.15 hereof); (3) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4c) waive a Default change the optional redemption dates or Event of Default in the payment of principal of, or interest or premium, if any, on, the Notes (except a rescission of acceleration optional redemption prices 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 from that resulted from such acceleration)stated under Section 3.07; (5d) make any Note payable in money other than that stated in change the Notes; (6) make any change in the provisions place or currency of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of, or interest or premium, if any, on, the Notes; (7) waive a redemption payment with respect to any Note (other than a payment required by Section 3.09, 4.10, 4.21 or 4.15 hereof); (8) release any Subsidiary Guarantor from any of 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 and waiver provisions. For the avoidance of doubt, no amendment to or deletion of, or actions taken in compliance with, the covenants described under Article 4 shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or premium, if any, or interest on, any Note; (e) impair the Notesright to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note; (f) waive a default in the payment of principal of, premium, if any, or interest on the Notes or modify any provision of the Indenture relating to modification or amendment thereof; (g) reduce the percentage or aggregate principal amount of outstanding Notes the consent of the Holders of which is necessary to modify or amend this Indenture; (h) release any Subsidiary Guarantor from its Subsidiary Guarantee, except as provided in the Indenture; (i) reduce the percentage or aggregate principal amount of outstanding Notes the consent of the Holders of which is necessary for waiver of compliance with the Indenture or for waiver of Defaults; or (j) release all or substantially all of the Collateral, other than in accordance with the Indenture and the Security Documents.

With Consent of Holders of Notes. Except as provided below in clauses (i) through (viii) of this Section 9.021.01(17)(b), the Company and the Trustee may amend or supplement this Supplemental Indenture (including, without limitation, Section 3.09, 4.10 including Sections 1.01(15)(a) and 4.15 hereof(b) of this Supplemental Indenture) and the Notes, and the Company, the Trustee and the Subsidiary Guarantors, Notes may amend be amended or supplement the Note Guarantees supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 6.8 and 6.07 hereof6.13 of the Indenture, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or Additional Amountspremium, if any, or interest on, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this the Indenture, this Supplemental Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). The definition of Outstanding in Section 1.1 of the Indenture shall determine which Notes are considered to be "outstanding" for purposes of this Section 1.01(17)(b). Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02, 9.06, 13.04 and 13.05 hereof10.3 of the Indenture, the Trustee, will Trustee shall join with the Company and the Subsidiary Guarantors in the execution of such amended or supplemental indenture authorized or permitted by the terms of this Indenture unless such amended or supplemental indenture directly adversely affects the Trustee’s or any Agent’s 's own rights, duties or immunities under the Indenture, this Supplemental Indenture or otherwise, in which case the Trustee and/or each Agent may in their its discretion, but will shall not be obligated to, enter into such amended or supplemental indenture. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 1.01(17)(b) to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 1.01(17) becomes effective, the Company will shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 6.8 and 6.07 hereof6.13 of the Indenture, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of the Indenture, this Supplemental Indenture or the Notes. However, without the consent of each Holder (including the Additional Notes) affected, an amendment, supplement amendment or waiver under this Section 9.02 1.01(17)(b) may not (with respect to any Notes (including the Additional Notes) held by a non-consenting Holder): (1i) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2ii) reduce the principal of, premium, if any, 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 above with respect to Sections 3.09, 4.10, 4.21 1.01(15)(a) and 4.15 hereof)(b) of this Supplemental Indenture; (3iii) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4iv) waive a Default or Event of Default in the payment of principal of, or interest of or premium, if any, on, or interest on the Notes (except a rescission of acceleration of the Notes by the holders 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); (5v) make any Note payable in money other than that stated in the Notes; (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of, or interest or premium, if any, on, the Notes; (7vi) waive a redemption payment with respect to any Note (other than a payment required by Section 3.09, 4.10, 4.21 Sections 1.01(15)(a) and (b) or 4.15 hereof(18) of this Supplemental Indenture); (8) release any Subsidiary Guarantor from any of its Obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture; or (9vii) make any change in the preceding amendment and waiver provisions. For provisions of the avoidance Indenture or this Supplemental Indenture relating to waivers of doubt, no amendment to past Defaults or deletion of, or actions taken in compliance with, the covenants described under Article 4 shall be deemed to impair or affect any rights of Holders of Notes to receive payment payments of principal of, of or premium, if any, or interest on, on the Notes; or (viii) make any change in Section 6.8 or 6.13 of the Indenture or in the foregoing provisions of this Section 1.01(17).

With Consent of Holders of Notes. Except as provided below in Section 9.01 and in this Section 9.02, the Company Partnership and the Trustee and Collateral Trustee, as applicable, may amend or supplement this Indenture (including, without limitation, Section Sections 3.09, 4.10 and 4.15 hereof) and the Notes, the Note Guarantees, the Intercreditor Agreement and the Company, the Trustee and the Subsidiary Guarantors, may amend or supplement the Note Guarantees Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or Additional Amountsinterest, if any, or interest on, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this IndentureIndenture or the Notes, the Notes or the Note Guarantees or the Security Documents may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Upon the request of the Company Partnership accompanied by a resolution of its Board of Directors authorizing the execution of any such amended amendment or supplemental indenturesupplement, and upon the 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 Collateral Trustee, as applicable, of the documents described in Section 7.02, 9.06, 13.04 and 13.05 7.02 hereof, the Trustee and Collateral Trustee, as applicable, will join with the Company and the Subsidiary Guarantors Partnership in the execution of such amended amendment or supplemental indenture authorized or permitted by the terms of this Indenture supplement unless such amended or supplemental indenture directly affects the Trustee’s or any Agent’s and Collateral Trustee’s, as applicable, own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee and/or each Agent and Collateral Trustee, as applicable, may in their its discretion, but will not be obligated to, enter into such amended or supplemental indenture. It is not be necessary for the consent of the Holders of Notes under this Section 9.02 Indenture to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company Partnership will mail deliver to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Partnership to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company Partnership with any provision of this Indenture Indenture, the Notes, the Note Guarantees or the NotesSecurity Documents. HoweverNotwithstanding the foregoing, without the consent of each Holder (including the Additional Notes) affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes (including the Additional Notes) held by a non-consenting Holder): (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of, premium, if any, 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 above with respect other than provisions relating to Sections Section 3.09, 4.10, 4.21 and Section 4.10 or Section 4.15 hereof); (3) reduce the rate of or change the time for payment of interest, including default interest, interest on any Note; (4) waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, on, on the Notes (except a rescission of acceleration of the Notes by the holders 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 currency other than that stated in the Notes; (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, or interest or premium, if any, on, on the NotesNotes (other than as permitted in clause (7) below); (7) waive a redemption or repurchase payment with respect to any Note (other than a payment required by Section 3.09, 4.10, 4.21 Section 4.10 or Section 4.15 hereof); (8) release any Subsidiary Guarantor from any of its Obligations 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 amendment, supplement and waiver provisionsprovisions of clauses (1) through (9) of this Section 9.02. For the avoidance of doubtIn addition, no any amendment to to, or deletion waiver of, the provisions of this Indenture or actions taken any Security Document that has the effect of releasing all or substantially all of the Collateral from the Liens securing the Notes will require the consent of the Holders of at least 66 2/3% in compliance with, aggregate principal amount of the covenants described under Article 4 shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or premium, if any, or interest on, the NotesNotes then outstanding.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture (including, without limitation, Section 3.09, 4.10 and 4.15 hereof) and the Notes, and the Company, the Trustee and the Subsidiary Guarantors, may amend or supplement the Note Guarantees Notes with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including Additional including, without limitation, PIK Interest Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or Additional Amountspremium, if any, or interest on, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional including, without limitation, PIK Interest Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). Upon the written request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02, 9.06, 13.04 7.02 and 13.05 Section 9.05 hereof, the Trustee, Trustee will join with the Company and the Subsidiary Guarantors in the execution of such amended or supplemental indenture authorized or permitted by the terms of this Indenture unless such amended or supplemental indenture directly affects the Trustee’s or any Agent’s own rights, duties or immunities under this Indenture or otherwise, in which case each of the Trustee and/or each Agent may in their its discretion, but will shall not be obligated to, enter into such amended or supplemental indenture. It is not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder (including the Additional Notes) affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes (including the Additional Notes) held by a non-consenting Holder): (1i) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2ii) reduce the principal of, premium, if any, or change the fixed maturity of any Note or alter any of the provisions with respect to the redemption of the Notes (except as provided above with respect to Sections 3.09, 4.10, 4.21 and 4.15 hereof)Notes; (3iii) reduce the rate of or change the time for payment of interest, including default interest, PIK Interest on any Note; (4iv) waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, on, on the Notes (except a rescission of acceleration of the Notes by the holders 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); (5v) make any Note payable in money other than that stated in the Notes; (6vi) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, or interest or premium, if any, on, on the Notes; (7vii) waive a redemption payment with respect to any Note (other than a payment required by Section 3.09, 4.10, 4.21 or 4.15 hereof)Note; (8) release viii) make any Subsidiary Guarantor change in the ranking or priority of any Note that would adversely affect the Holders of the Notes in any material respect; (ix) impair the right of any Holder of the Notes to receive payment of principal of 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; (x) make any change in the provisions of this Indenture described under Section 4.04 hereof that adversely affects the rights of any Holder in any material respect, or amend the terms of the Notes or this Indenture in a way that would result in the loss of an exemption from any of its Obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this IndentureTaxes described hereunder; or (9xi) make any change in the preceding amendment and waiver provisions. For the avoidance of doubt, no amendment to or deletion of, or actions taken in compliance with, the covenants described under Article 4 shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or premium, if any, or interest on, the Notes.

With Consent of Holders of Notes. Except as provided below in this Section 9.029.02 with respect to the Notes, the Company and Issuer, any Guarantor (with respect to a Note Guarantee), or the Trustee and/or the Collateral Trustee may modify, amend or supplement this Indenture (includingIndenture, without limitation, Section 3.09, 4.10 and 4.15 hereof) and the Notes, the Note Guarantees, the Intercreditor Agreements and the Company, the Trustee and the Subsidiary Guarantors, may amend or supplement the Note Guarantees Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class then outstanding and affected thereby (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), ) and, subject to Sections 6.04 and 6.07 hereof6.07, any existing Default or Event of Default with respect to the Notes (other than a Default or Event of Default in the payment of the principal of, premium or Additional Amounts, if any, or interest on, on the Notes, except a payment default resulting from an acceleration that has been rescindedrescinded or annulled) or compliance in respect of the Notes with any provision of this Indenture, Security Documents, the Notes or Intercreditor Agreements, the Note Guarantees of the Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 and Section 2.09 shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Company Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02, 7.02 and Section 9.06, 13.04 and 13.05 hereof, the Trustee, will Trustee and/or the Collateral Trustee shall join with the Company and the Subsidiary Guarantors Issuer in the execution of such amended or supplemental indenture authorized indenture, Intercreditor Agreements or permitted by the terms of this Indenture Security Documents unless such amended or supplemental indenture indenture, Intercreditor Agreements or Security Documents directly affects the Trustee’s or any Agentand/or the Collateral Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee and/or each Agent the Collateral Trustee may in their its discretion, but will shall not be obligated to, enter into such amended or supplemental indenture, Intercreditor Agreement or Security Document. It is shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it is shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail Issuer shall deliver to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuer to mail deliver such notice, or any defect therein, will shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without Without the consent of each Holder (including the Additional Notes) affectedof Notes affected thereby, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Notes (including the Additional Notes) held by a non-consenting Holder): (1) reduce change the Stated Maturity of the principal amount of, or any installment of Notes whose Holders must consent principal of or interest on, any such Note (or implement a grace period with respect to an amendment, supplement or waiverany such Stated Maturity); (2) reduce the principal amount of, or the rate of interest on, any such Note; (3) reduce any premium, if any, or alter the time at which Notes may be redeemed (or implement a grace period with respect to any such Stated Maturity) or the Redemption Price payable upon the redemption of any such Note pursuant to Section 3.07; (4) reduce the amount of the principal of an original discount Note that would be due and payable upon a declaration of acceleration of the Maturity thereof; (5) change any place of payment where, or the coin or currency in which, the principal of, premium, if any, or change the fixed maturity of interest on any such Note or alter the provisions with respect to the redemption of the Notes (except as provided above with respect to Sections 3.09, 4.10, 4.21 and 4.15 hereof)is payable; (36) reduce eliminate the rate contractual right expressly set forth in this Indenture or any Note of or change any Holder to institute suit for the time for enforcement of any payment of interestprincipal of, including default interestpremium, if any, or interest on such Note on or after the Stated Maturity or Redemption Date of any such Note; (47) reduce the percentage in principal amount of the outstanding Notes, the consent of whose Holders is required to approve any such modification or amendment or for any waiver of compliance with, or Defaults under, this Indenture; (8) modify or amend any of the provisions of Section 6.04 or this Section 9.02, except to increase any percentage vote required or to provide that certain other provisions of this Indenture may not be modified or waived without the consent of the Holder of each Note affected thereby; (9) waive a Default or Event of Default in the payment of principal of, or interest of or premium, if any, on, the Notes or interest on any Note (except a rescission or annulment of acceleration of the Notes such Note by the holders 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), or in respect of a covenant or provision contained in this Indenture or any Note Guarantee that cannot be amended or modified without the consent of all Holders of such Note; (510) make modify or amend the ranking as to the right of payment of any Note payable in money other than a manner that stated in would adversely affect the NotesHolders of such Note; (611) except as expressly permitted by this Indenture, modify or amend the Note Guarantees of any Parent Guarantor or Significant Subsidiary in any manner materially adverse to the Holders of any Note; or (12) modify or amend any of the provisions of this Section 9.02 (except as provided for herein). Notwithstanding the foregoing, without the consent of the Holders of at least 90% in aggregate principal amount of the Notes then-outstanding, no amendment or waiver may (a) (i) make any change or have the effect of making any change in any Security Document, the Intercreditor Agreements or the provisions in this Indenture dealing with Collateral or application of trust proceeds of the Collateral with the effect of releasing the Liens on all or substantially all of the Collateral which secure the Obligations in respect of the Notes and the Note Guarantees or (ii) change, alter or have the effect of changing or otherwise altering the priority of the Liens securing the Obligations in respect of the Notes or the Note Guarantees or the priority of the Notes or the Note Guarantees as to the application of proceeds with respect to, and distributions made on account of, any Collateral, in each case, in any material portion of the Collateral in any way adverse to the Holders of the Notes in any material respect, other than, in each case, as provided under the terms of the Security Documents or the Intercreditor Agreements, (b) amend, otherwise modify or have the effect of amending or otherwise modifying Section 4.17 or the definition of the term “Priming Financing/Liability Management Transaction” or “Permitted LM Transaction” in any way adverse to the Holders of the Notes in any material respect or (c) amend, otherwise modify or have the effect of amending or otherwise modifying the provisions set forth in clause (1) of Section 4.07(e), except where (i) all Holders are provided an opportunity to provide a pro rata share of any “senior” Indebtedness (including any Priming Debt) on the same terms and for the same fees and benefits, (ii) in the provisions case of this Indenture relating to waivers of past Defaults clause (a) above, where a corresponding amendment, modification, release or the rights of Holders to receive payments of principal of, or interest or premium, if any, on, the Notes; (7) waive a redemption payment waiver has been made with respect to any Note (other than a payment required by Section 3.09, 4.10, 4.21 or 4.15 hereof); (8) release any Subsidiary Guarantor from any of its Obligations under its Note Guarantee or this Indenture, except the Collateral and Liens securing the Second-Out Senior Credit Facilities Indebtedness in accordance with the terms relevant provisions of this Indenture; or the New Credit Agreement (9in which case such amendment, modification, release or waiver may be effected without the consent of any of the Holders being required), or (iii) make any change in the preceding amendment and case of clause (b) or (c) above, where a corresponding amendment, modification, release or waiver provisions. For has been made, in accordance with the avoidance relevant provisions of doubtthe New Credit Agreement, no amendment with respect to or deletion ofthe corresponding covenants or provisions in the New Credit Agreement that are applicable to the Second-Out Senior Credit Facilities Indebtedness (in which case such amendment, modification, release or actions taken waiver may be effected without the consent of any of the Holders being required unless such amendment, modification, release or waiver would be effected in compliance with, connection with or in furtherance of a Priming Financing/Liability Management Transaction in which all Holders are not provided an opportunity to have the covenants described principal amount of their Notes treated in such Priming Financing/Liability Management Transaction in substantially the same manner as the principal amount of loans under Article 4 the Second-Out Senior Credit Facilities). The Issuer shall be deemed to impair have provided notice of any such amendment, waiver or affect any rights modification pursuant to clause (ii) or (iii) of Holders the preceding sentence in the annual or quarterly report furnished pursuant to receive payment of principal ofSection 4.03(a) for the period in which such amendment, modification, release or waiver occurs, or premiumotherwise by delivering notice of such amendment, if anymodification, release or interest onwaiver to the Trustee and the Holders in a manner consistent with that for making available information and reports under Section 4.03 or providing a description of such amendment, modification, release or waiver in a current report filed with the NotesSEC.