Common use of With Consent of Holders Clause in Contracts

With Consent of Holders. Subject to Sections 6.04 and 6.07 and without prior notice to the Holders, the Company, when authorized by its Board of Directors (as evidenced by a Board Resolution), and the Trustee may amend this Indenture and the Notes with the written consent of the Holders of a majority in principal amount of the Notes then outstanding, and the Holders of a majority in principal amount of the Notes then outstanding by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture and the Notes. Notwithstanding the provisions of this Section 9.02, without the consent of each Holder affected, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (i) change the Stated Maturity of the principal of, or any installment of interest on, any Note, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or adversely affect any right of repayment at the option of any Holder of any Note, or change any place of payment where, or the currency in which, any Note or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage in principal amount of outstanding Notes the consent of whose Holders is required for any such supplemental indenture, for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this Indenture; (iii) waive a Default in the payment of principal of, premium, if any, or interest on, any Note; (iv) modify Section 4.20 in a manner adverse to the Holders; or (v) modify any of the provisions of this Section 9.02, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07 and without prior notice to the Holders, the Company, when authorized by its Board of Directors (as evidenced by a Board Resolution), The Company and the Trustee may amend this Indenture and or the Notes of a series without notice to any Noteholder but with the written consent of the Holders of a majority in principal amount of the Notes then outstanding, and the Holders of at least a majority in principal amount of the Notes then outstanding by written notice to the Trustee may waive future compliance by the Company of such series (including consents obtained in connection with any provision of this Indenture and the a tender offer or exchange for Notes). Notwithstanding the provisions of this Section 9.02However, without the consent of each Holder affectedaffected Noteholder of a series, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (ia) change the Stated Maturity of the principal of, or any installment of interest on, any Note, or Note of such series; (b) reduce the principal amount thereof of, or the rate of interest thereon or on, any Notes of such series; (c) reduce any premium payable upon on the redemption thereof, or adversely affect any right of repayment at the option required repurchase of any Holder Note of any Note, such series or change any place of payment where, or the currency in which, date on which any Note of such series may or any premium must be redeemed, repaid or the interest thereon is payable, or impair the right required to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date)be repurchased; (iid) reduce change the percentage coin or currency in principal amount of outstanding Notes which the consent of whose Holders is required for any such supplemental indenture, for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this Indenture; (iii) waive a Default in the payment of principal of, premium, if any, or interest on, on any NoteNote of such series is payable; (ive) modify Section 4.20 in a manner adverse impair the right of any Holder of such series to institute suit for the Holders; orenforcement of any payment on or after the Stated Maturity of any Note of such series; (vf) reduce the percentage in principal amount of the outstanding Notes of such series, the consent of whose Holders is required in order to take certain actions; (g) reduce the requirements for quorum or voting by Holders in this Indenture or the Notes of such series; (h) modify any of the provisions of this Section 9.02, Indenture regarding the waiver of past defaults and the waiver of certain covenants by Holders except to increase any such percentage vote required or to provide that certain other provisions of this the Indenture cannot be modified or waived without the consent of the Holder holder of each outstanding Note affected thereby; or (i) modify any of the above provisions of this Section 9.02. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver amendment under this Section 9.02 becomes effective, the Company shall mail to Noteholders of the Holders affected thereby series a notice briefly describing the such amendment, supplement or waiver. The Company will mail supplemental indentures failure to Holders upon request. Any failure give such notice to all Noteholders of the Company to mail such noticeaffected series, or any defect therein, shall not, however, in any way not impair or affect the validity of any such supplemental indenture or waiveran amendment under this Section 9.02.

With Consent of Holders. Subject to Sections 6.04 and 6.07 and without prior notice to This Indenture or the Holders, Notes may be amended with the Company, when authorized by its Board consent (which may include consents obtained in connection with a tender offer or exchange offer for Notes) of Directors (as evidenced by the Holders of at least a Board Resolution)majority in principal amount of the Notes then outstanding, and the Trustee may amend any existing Default under, or compliance with any provision of, this Indenture and may be waived (other than any continuing Default in the Notes payment of the principal or interest on the Notes) with the written consent (which may include consents obtained in connection with a tender offer or exchange offer for Notes) of the Holders of a majority in principal amount of the Notes then outstanding; provided that: (a) no such amendment may, and without the consent of the Holders of a majority two-thirds in aggregate principal amount of the Notes then outstanding by written notice to outstanding, amend the Trustee may waive future compliance by obligation of the Company with Parent or the Issuer under Section 4.20 or the related definitions that could adversely affect the rights of any provision of this Indenture and the Notes. Notwithstanding the provisions of this Section 9.02, Holder; and (b) without the consent of each Holder affected, an amendment or waiverthe Issuer, including a waiver pursuant to Section 6.04, the Guarantors and the Trustee may not: (i1) change the Stated Maturity maturity of any Note; (2) reduce the amount, extend the due date or otherwise affect the terms of any scheduled payment of interest on or principal of the principal of, or any installment of interest on, any Note, or Notes; (3) reduce the principal amount thereof or the rate of interest thereon or any premium payable upon optional redemption of the Notes, change the date on which any Notes are subject to redemption or otherwise alter the provisions with respect to the redemption thereof, of the Notes; (4) make any Note payable in money or adversely affect any right of repayment at currency other than that stated in the option of any Holder of any Note, Notes; (5) modify or change any place provision of payment where, this Indenture or the currency in which, related definitions to subordinate the Notes or any Note or any premium or Guarantee to other Indebtedness in a manner that adversely affects the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date)Holders; (ii6) reduce the percentage of Holders necessary to consent to an amendment or waiver to this Indenture or the Notes; (7) impair the rights of Holders to receive payments of principal of or interest on the Notes; (8) release the Parent from any of its obligations under its Note Guarantee or this Indenture, except as permitted by this Indenture; or (9) make any change in principal amount this Section 8.02. After an amendment, supplement or waiver under this Section 8.02 becomes effective, the Issuer shall mail to the Holders a notice briefly describing the amendment, supplement or waiver. Upon the written request of outstanding Notes the consent Issuer, accompanied by a Board Resolution authorizing the execution of whose Holders is required for any such supplemental indenture, for any waiver and upon the receipt by the Trustee of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this Indenture; (iii) waive a Default in the payment of principal of, premium, if any, or interest on, any Note; (iv) modify Section 4.20 in a manner adverse evidence reasonably satisfactory to the Holders; or (v) modify any Trustee of the provisions of this Section 9.02, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder Holders as aforesaid and upon receipt by the Trustee of each outstanding Note affected therebythe documents described in Section 8.06, the Trustee shall join with the Issuer and the Guarantors in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture, in which case the Trustee may, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Holders under this Section 9.02 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07 and without prior notice to the Holders, the Company, when authorized by its Board of Directors (as evidenced by a Board Resolution), the Subsidiary Guarantors and the Trustee may May amend this Indenture and the Notes with the written consent of the Holders of not less than a majority in aggregate principal amount of the Notes then outstanding, and the Holders of a majority in principal amount of the Notes then outstanding by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture and the Notes. Notwithstanding the provisions of this Section 9.02, without the consent of each Holder affected, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (i) change the Stated Maturity of the principal of, or any installment of interest on, any Note, or ; (ii) reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereofof, or adversely affect any right of repayment at the option of any Holder of premium, if any, or interest on, any Note; (iii) change the place or currency of payment of principal of, or change any place of payment wherepremium. if any, or the currency in whichinterest on, any Note or any premium or the interest thereon is payable, or Note; (iv) impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of a redemption, on or after the Redemption Date)) of any Note; (iiv) reduce the above-stated percentage in principal amount of outstanding Notes the consent of whose Holders is required for any such supplemental indenture, for any waiver of compliance with certain provisions of this Indenture necessary to modify or certain Defaults and their consequences provided for in this amend the Indenture; (iiivi) waive a Default default in the payment of principal of, premium, if any, or interest on, any Noteon the Notes; (ivvii) modify Section 4.20 in a manner adverse to reduce the Holderspercentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with certain provisions of the Indenture or for waiver of certain defaults; or (vviii) modify any of release the provisions of this Guarantors from their Note Guarantees except pursuant to Section 9.02, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby4.02. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the such amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07 and without prior notice to the Holders, the Company, when authorized by its Board of Directors (as evidenced by a Board Resolution), The Company and the Trustee may modify or amend this Indenture and or the Notes Securities without notice to any Holder but with the written consent of the Holders of not less than a majority in aggregate principal amount of the Notes then outstanding, and the Holders of a majority in principal amount of the Notes Securities then outstanding by written notice to (including consents obtained in connection with a tender offer or exchange offer for the Trustee may waive future compliance by the Company with any provision of this Indenture and the NotesSecurities). Notwithstanding the provisions of this Section 9.02However, without the consent of each Holder affectedaffected thereby, an a modification or amendment or waiver, including a waiver pursuant to Section 6.04, may not: (ia) change the Stated Maturity of the principal of, or any installment of interest (including Special Interest) on, any NoteSecurity, or reduce the principal amount thereof or the rate of interest (including Special Interest, if any) thereon or any premium payable upon the redemption thereof, or adversely affect any right of repayment at change the option coin or currency in which the principal of any Holder of any Note, or change any place of payment where, or the currency in which, any Note Security or any premium or the interest (including Special Interest) thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Dateredemption date); (iib) reduce the amount of, or change the coin or currency of, or impair the right to institute suit for the enforcement of, the Change of Control Purchase Price; (c) reduce the percentage in principal amount of the outstanding Notes Securities, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain Defaults defaults hereunder and their consequences consequences) provided for in this Indenture; (iii) waive a Default in the payment of principal of, premium, if any, or interest on, any Note; (iv) modify Section 4.20 in a manner adverse to the Holders; or (vd) modify any of the provisions of this Section 9.02or Sections 6.04, 6.07 and 4.13, except to increase any the percentage of outstanding Securities the consent of whose Holders is required for such percentage actions or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note Security affected thereby; or (e) modify any of the provisions of this Indenture relating to the subordination of the Securities in a manner adverse to any Holder. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver An amendment under this Section 9.02 may not make any change that adversely affects the rights under Article Ten of any Holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or their Representative) consent to such change. After an amendment under this Section becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the such amendment, supplement or waiver. The Company will mail supplemental indentures failure to Holders upon request. Any failure of the Company give such notice to mail such noticeall Holders, or any defect therein, shall not, however, in any way not impair or affect the validity of any such supplemental indenture or waiveran amendment under this Section.

With Consent of Holders. Subject to Sections 6.04 and 6.07 and without prior notice to With the Holders, the Company, when authorized by its Board of Directors (as evidenced by a Board Resolution), and the Trustee may amend this Indenture and the Notes with the written consent of the Holders of not less than a majority in aggregate principal amount of the Notes then at the time outstanding, the Company and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture with respect to the Notes or any supplemental indenture or modifying in any manner the rights of the Holders of a majority in principal amount of the Notes then outstanding by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture and the Notes. Notwithstanding the provisions of this Section 9.02; provided that no such supplemental indenture will, without the consent of each Holder so affected, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (ia) change the Stated Maturity of the principal of, or premium, if any, or any installment of interest interest, if any, on, any Notethe Notes, or reduce the principal amount thereof or the premium, if any, thereon or the rate (or modify the calculation of such rate) of interest thereon thereon, or any premium reduce the amount payable upon redemption thereof at the redemption thereofoption of the Company, or adversely affect any the right of repayment at of the option of any Holder of any NoteHolder, or change any the place of payment where, where or the coin or currency in whichwhich the principal of, any Note or any premium or interest on the interest thereon Notes is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date);) in each case as such Stated Maturity, Redemption Date or date for repayment may, if applicable, be extended in accordance with the terms of the Notes, or (iib) reduce the percentage in aggregate principal amount of outstanding Notes the Notes, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this the Indenture or certain Defaults hereunder and their consequences consequences) provided for in this Section 6.13 of the Base Indenture; (iii) waive a Default in the payment of principal of, premium, if any, or interest onreduce the requirements of Section 14.4 for quorum or voting, any Note; (iv) modify Section 4.20 in a manner adverse to the Holders; or (vc) modify any of the provisions of this Section 9.02, or Section 6.13 of the Base Indenture except to increase any such percentage or to provide that certain other provisions of this the Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby, or (d) modify or affect in any manner adverse to the Holders the terms and conditions of the Company’s obligations in respect of the payment of principal, premium and interest on the Notes, including the ranking of the Notes. Upon the written request of the Company, accompanied by a copy of the resolutions of the Board of Directors certified by the Company’s Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid and the documents required by Sections 9.7 and 10.4 of the Base Indenture, the Trustee will join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under the Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such supplemental indenture. It shall will not be necessary for the consent of the Holders under this Section 9.02 12.2 to approve the particular form of any proposed amendment, supplement or waiversupplemental indenture, but it shall will be sufficient if such consent approves will approve the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07 and without prior notice to the Holders, the Company, when authorized by its Board of Directors (as evidenced by a Board ResolutionResolution delivered to the Trustee), the Subsidiary Guarantors and the Trustee may amend this Indenture and the Notes with the written consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, and the Holders of a majority in aggregate principal amount of the Notes then outstanding by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture and or the Notes. Notwithstanding the provisions of this Section 9.02, without the consent of each Holder affected, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (i) change the Stated Maturity of the principal of, or any installment of interest on, any Note, or ; (ii) reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereofof, or adversely affect any right of repayment at the option of any Holder of premium, if any, or interest on, any Note, ; (iii) change the optional redemption dates or optional redemption prices of the Notes from that stated in Section 3.01; (iv) change any place or currency of payment whereof principal of, or the currency in whichpremium, if any, or interest on, any Note or any premium or the interest thereon is payable, or Note; (v) impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date)) of any Note; (ii) reduce the percentage in principal amount of outstanding Notes the consent of whose Holders is required for any such supplemental indenture, for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this Indenture; (iiivi) waive a Default in the payment of principal of, premium, if any, or interest on, any Note; (iv) modify Section 4.20 in a manner adverse to the Holders; or (vvii) modify any of the provisions of this Section 9.02, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby; (viii) release any Subsidiary Guarantor from its Note Guarantee, except as provided in this Indenture; (ix) amend, change or modify the obligation of the Company to make and consummate an Offer to Purchase under Section 4.05 after a Change of Control has occurred, including amending, changing or modifying any definition relating thereto; or (x) 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 the Indenture or for waiver of certain Defaults. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07 and without prior notice to Except as provided below in this Section 9.02, this Indenture or the Holders, the Company, when authorized by its Board of Directors (as evidenced by a Board Resolution)Notes may be amended or supplemented, and noncompliance by the Trustee may amend Company in any particular instance with any provision of this Indenture and or the Notes may be waived, in each case (i) with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstandingOutstanding or (ii) by the adoption of a resolution, and at a meeting of Holders of the Notes then Outstanding at which a quorum is present, by the Holders of a majority in aggregate principal amount of the Outstanding Notes then outstanding by represented at such meeting. Without the written notice to consent or the Trustee may waive future compliance by the Company with any provision of this Indenture and the Notes. Notwithstanding the provisions of this Section 9.02, without the consent affirmative vote of each Holder affectedof an affected Note, an amendment amendment, supplement or waiver, including a waiver pursuant to Section 6.04, this Indenture or the Notes may not: (ia) change the Stated Maturity stated maturity of the principal of, or the time of payment of any installment of interest on, any Note, or ; (b) reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or adversely affect any right of repayment at the option of any Holder of any Note, or change any place of payment where, or the currency in which, any Note or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date); (iic) reduce the percentage in principal amount of outstanding Notes the consent of whose Holders is required for interest rate or interest on any such supplemental indenture, for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this IndentureNote; (iiid) waive a Default in change the currency of payment of principal of, premium, if any, or interest onon any Note; (e) impair the right to institute suit for the enforcement of any payment with respect to, or the conversion of, any Note; (ivf) modify except as otherwise permitted by Section 4.20 13.10 hereof, adversely affect the right to convert any Note as provided in a manner adverse to the Holders; orArticle 13 hereof; (vg) adversely affect the right of Holders to require the Company to purchase the Notes in the event of a Fundamental Change; (h) modify any of the provisions of this Section 9.02, Section 6.04 or Section 6.12, except to increase any such percentage contained herein or therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby; or (i) reduce the percentage in aggregate principal amount of the Outstanding Notes required for the adoption of a resolution or the quorum required at any meeting of Holders of Notes at which a resolution is adopted. 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 amendmentmodification, supplement amendment or waiver, but it shall be sufficient if such consent approves act shall approve the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company Company, or, at the written request of the Company, the Trustee, shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture amendment, supplement or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07 and without prior notice to Except as provided below in this Section 9.02, this Indenture or the Holders, the Company, when authorized by its Board of Directors (as evidenced by a Board Resolution)Notes may be amended or supplemented, and noncompliance by the Trustee may amend Company in any particular instance with any provision of this Indenture and or the Notes may be waived, in each case (i) with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstandingOutstanding or (ii) by the adoption of a resolution, and at a meeting of Holders of the Notes then Outstanding at which a quorum is present, by the Holders of a majority in aggregate principal amount of the Outstanding Notes then outstanding by represented at such meeting. Without the written notice to consent or the Trustee may waive future compliance by the Company with any provision of this Indenture and the Notes. Notwithstanding the provisions of this Section 9.02, without the consent affirmative vote of each Holder affectedof an affected Note, an amendment amendment, supplement or waiver, including a waiver pursuant to Section 6.04, this Indenture or the Notes may not: (ia) change the Stated Maturity stated maturity of the principal of, or the time of payment of any installment of interest on, any Note, or ; (b) reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or adversely affect any right of repayment at the option of any Holder of any Note, ; (c) reduce the interest rate or interest on any Note; (d) change any place the currency of payment where, of principal of or interest on any Note; (e) change the currency in which, any Note or any premium or ranking of the interest thereon is payable, or Notes; (f) impair the right to receive, or institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage in principal amount of outstanding Notes the consent of whose Holders is required for any such supplemental indenture, for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this Indenture; (iii) waive a Default in the payment of principal of, premium, if anyrespect to, or interest onthe conversion of, any Note; (ivg) modify except as otherwise permitted by Section 4.20 13.11 hereof, adversely affect the right to convert any Note as provided in a manner adverse to the Holders; orArticle 13 hereof; (vh) reduce the Fundamental Change Repurchase Price or otherwise adversely affect the right of Holders to require the Company to repurchase the Notes in the event of a Fundamental Change; (i) modify any of the provisions of this Section 9.02, Section 6.04 or Section 6.12, except to increase any such percentage contained herein or therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby; or (j) reduce the percentage in aggregate principal amount of the Outstanding Notes required for the adoption of a resolution or the quorum required at any meeting of Holders of Notes at which a resolution is adopted. 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 amendmentmodification, supplement amendment or waiver, but it shall be sufficient if such consent approves act shall approve the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company Company, or, at the written request of the Company, the Trustee, shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture amendment, supplement or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07 and without prior notice to (a) With the Holders, the Company, when authorized by its Board of Directors (as evidenced by a Board Resolution), and the Trustee may amend this Indenture and the Notes with the written consent of the Holders of not less than a majority in principal amount of the Notes then outstandingoutstanding Notes, the Issuer and the Holders of a majority in principal amount of the Notes then outstanding by written notice to the Trustee may waive future compliance by enter into an indenture or indentures supplemental hereto for the Company with purpose of adding any provision provisions to or changing in any manner or eliminating any of this Indenture and the Notes. Notwithstanding the provisions of this Section 9.02Indenture or of modifying in any manner the rights of the Holders of Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of each the Holder affected, an amendment or waiver, including a waiver pursuant to Section 6.04, may notof the Notes affected thereby: (i) change the Stated Maturity stated maturity of the principal of, of or any installment of interest on, any Note, or ; (ii) reduce the principal amount thereof or of any Note; (iii) reduce the rate of interest thereon or change the time of payment for of interest any Note; (iv) reduce any additional amounts payable on any Note; (v) reduce any premium payable upon the redemption thereof, or adversely affect any right of repayment at the option of any Holder of any Note, Note or change the time at which such Note may be redeemed; (vi) change any place of payment where, or the currency in which, which any Note or any premium or the interest thereon on that Note is payable, or ; (vii) impair the right to institute suit for the enforcement of any such payment of principal of or premium or any interest on any Note on or after the Stated Maturity thereof (its stated maturity, or, in the case of redemption, on or after the Redemption Date)redemption date; (iiviii) make any change to or modify the ranking of the Notes as to contractual right of payment in a manner that would adversely affect the holders thereof; (ix) reduce the percentage in principal amount of the outstanding Notes Notes, the consent of whose holders is required for such supplemental indenture; (x) reduce the percentage in principal amount of the Notes, the consent of whose Holders is required for any such supplemental indenture, for any waiver of compliance with certain provisions of this Indenture or certain Defaults defaults under this Indenture and their consequences provided for in this Indenture; (iii) waive a Default in the payment of principal of, premium, if any, or interest on, any Note; (iv) modify Section 4.20 in a manner adverse to the Holdersconsequences; or (vxi) modify extend any of the provisions relating to supplemental indentures, waiver of this Section 9.02past defaults or waiver of certain covenants, except to increase any such the percentage in principal amount of the outstanding Notes required for the consent of holders to approve a supplemental indenture or a waiver of a past default or compliance with certain covenants or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder holder of each outstanding Note that would be affected thereby. It by such a modification or waiver. (b) The consent of the Holders shall not be necessary for the consent of the Holders under this Section 9.02 Indenture to approve the particular form of any proposed amendment, supplement modification, supplement, waiver or waiver, but it shall be consent. It is sufficient if such consent approves the substance thereof. After an of the proposed amendment, supplement modification, supplement, waiver or consent. A consent to any amendment or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby Indenture by any Holder given in connection with a notice briefly describing the amendment, supplement or waiver. The Company tender of such Holder’s Notes will mail supplemental indentures to Holders upon request. Any failure of the Company to mail not be rendered invalid by such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waivertender.

With Consent of Holders. Subject to Sections 6.04 and 6.07 and 6.07, without prior notice to the any Holders, the Company, when authorized by its Board of Directors (as evidenced by a Board Resolution), Company and the Trustee may amend this Indenture and the Notes Securities of any series with the written consent of the Holders of a majority in principal Principal amount of the Notes then outstandingoutstanding Securities of each series affected by such amendment, and the Holders of a majority in principal Principal amount of the Notes then outstanding Securities of each series affected thereby by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture and or the NotesSecurities of such series. Notwithstanding the provisions of this Section 9.02, without the consent of each Holder affectedaffected thereby, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (ia) change extend the Stated Maturity stated maturity date of the principal Principal of, or any installment of Principal of or interest on, any Notesuch Security, or reduce the principal amount thereof of or the rate (or extend the time for payment) of interest thereon on (including any amount in respect of original issue discount), or any premium payable upon the redemption of, any such Security; (b) reduce the amount of Principal payable upon acceleration of the maturity thereof; (c) change the place or currency of payment of Principal of, or adversely affect any right of repayment at the option of any Holder of any Notepremium, if any, or change any place of payment where, or the currency in whichinterest on, any Note or any premium or the interest thereon is payable, or such Security; (d) impair the right to institute suit for the enforcement of any payment on, or with respect to, any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date)Security; (iie) reduce the above stated percentage in principal amount of outstanding Notes Securities the consent of whose Holders holders is required for any such supplemental indenture, for any waiver necessary to modify or amend the Indenture with respect to the Securities of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this Indenturethe relevant series; (iii) waive a Default in the payment of principal of, premium, if any, or interest on, any Note; (iv) modify Section 4.20 in a manner adverse to the Holders; or (vf) modify any of the provisions of this Section 9.02waiver provision, except to increase any such required percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note Security of the series affected thereby; (g) cause any such Security to become subordinate in right of payment to any other debt, except to the extent provided in the terms of such Security; (h) if such Security provides that the holder may require us to repurchase or convert such Security, impair such Holder’s right to require repurchase or conversion of such Security on the terms provided therein; or (i) make any changes to this paragraph of Section 9.02. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of Holders of Securities of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series or of the coupons appertaining to such Securities. It shall not be necessary for the consent of the Holders any Holder under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07 and without prior notice to the Holders, the CompanyCompany and the Guarantors, when authorized by its Board their respective Boards of Directors (as evidenced by a Board Resolution), and the Trustee may amend this Indenture and the Notes with the written consent of the Holders of not less than a majority in principal amount of the Notes then outstanding, and the Holders of not less than a majority in principal amount of the Notes then outstanding by written notice to the Trustee may waive future compliance by the Company or the Guarantors with any provision of this Indenture and or the Notes. Notwithstanding the provisions of this Section 9.02, without the consent of each Holder affected, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (i) change the Stated Maturity of the principal of, or any installment of interest on, any Note, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or adversely affect any right of repayment at the option of any Holder of any Note, or change any place of payment where, or the currency in which, any Note or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage in principal amount of outstanding Notes the consent of whose Holders is required for of, or premium, if any, or interest on, any such supplemental indenture, for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this IndentureNote; (iii) waive a Default in change the place or currency of payment of principal of, or premium, if any, or interest on, any Note; (iv) 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; (v) reduce the above-stated percentage of outstanding Notes the consent of whose Holders is necessary to modify Section 4.20 or amend this Indenture; (vi) waive a default in the payment of principal of, premium, if any, or interest on the Notes; (vii) 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; (viii) release any Guarantor from its Note Guarantee or otherwise modify the terms of the Note Guarantees in a manner material respect adverse to the Holders; or (vix) modify any of the provisions of this Section 9.02, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject Except as provided below in this Section 9.02, the Company, the Guarantors (solely with respect to the Guarantee to which it is a party) and the Trustee may amend or supplement this Indenture, the Notes and the Guarantees with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including consents obtained in connection with a purchase of, tender offer or exchange offer for, the Notes), and, subject to Sections 6.04 and 6.07 and without prior notice hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any), other than Notes beneficially owned by the Company or its Affiliates, voting as a single class (including consents obtained in connection with a tender offer or exchange offer or offer to purchase with respect to the HoldersNotes); provided that (x) if any such amendment or waiver will only affect one series of Notes (or less than all series of Notes) then outstanding hereunder, then only the Company, when authorized by its Board of Directors (as evidenced by a Board Resolution), and the Trustee may amend this Indenture and the Notes with the written consent of the Holders of a majority in principal amount of the Notes of such series then outstandingoutstanding (including, in each case, consents obtained in connection with a tender offer or exchange offer or offer to purchase with respect to the Notes) shall be required and (y) if any such amendment or waiver by its terms will affect a series of Notes in a manner different and materially adverse relative to the manner such amendment or waiver affects other series of Notes, then the consent of the Holders of a majority in principal amount of the Notes of such adversely affected series then outstanding by written notice (including, in each case, consents obtained in connection with a tender offer or exchange offer or offer to purchase with respect to the Trustee may waive future compliance by Notes) shall be required. Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the Company with any provision of this Indenture and the Notes. Notwithstanding the provisions purposes of this Section 9.02, without . Upon the consent of each Holder affected, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (i) change the Stated Maturity request of the principal of, or any installment Company accompanied by a resolution of interest on, any Note, or reduce its Board of Directors authorizing the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or adversely affect any right of repayment at the option of any Holder of any Note, or change any place of payment where, or the currency in which, any Note or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement execution of any such payment on amended or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage in principal amount of outstanding Notes the consent of whose Holders is required for any such supplemental indenture, for any waiver and upon the filing with the Trustee of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this Indenture; (iii) waive a Default in the payment of principal of, premium, if any, or interest on, any Note; (iv) modify Section 4.20 in a manner adverse evidence satisfactory to the Holders; or (v) modify any Trustee of the provisions of this Section 9.02, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder Holders as aforesaid, and upon receipt by the Trustee of each outstanding Note affected therebythe documents described in Section 7.02 hereof, the Trustee shall join with the Company and the Guarantors (solely with respect to the Guarantee to which it is a party) in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties 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 under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail deliver to the Holders affected thereby (with a copy to the Trustee) a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail deliver such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Without the consent of each affected Holder (including, for the avoidance of doubt, any Notes held by Affiliates), an amendment or waiver under this Section 9.02 may not, with respect to any Notes held by a non-consenting Holder: (1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of or change the fixed final maturity of any such Note or reduce the premium payable upon the redemption of such Notes on any date (other than the provisions relating to Section 3.09, Section 4.10 and Section 4.14); provided that any amendment to the notice requirements may be made with the consent of the Holders of a majority in aggregate principal amount of then outstanding Notes; (3) reduce the rate of or change the time for payment of interest on any Note; (4) waive a Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all affected Holders; (5) make any Note payable in money other than that stated therein; (6) make any change in the provisions of this Indenture relating to waivers of past Defaults; (7) make any change in this Article IX that is materially adverse to the Holders; (8) modify the contractual right hereunder of any Holder to institute suit for the payment of principal, interest or premium (if any) on or with respect to such Holder’s Notes on or after the respective due dates; (9) make any change to or modify the ranking of the Notes that would adversely affect the Holders; or (10) except as expressly permitted by this Indenture, modify the Guarantees of any Guarantor, in any manner materially adverse to the Holders. For the avoidance of doubt, no amendment to, or deletion of any of the covenants described under, Article IV (other than Section 4.01) or Article V or action taken in compliance with such provisions in effect at the time of such action, shall be deemed to impair or affect any legal rights of any Holders of the Notes to receive payment of principal of or premium, if any, or interest on the Notes or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes.

With Consent of Holders. Subject to Sections 6.04 and 6.07 and without prior notice With the consent of the Holders of not less than a majority in aggregate principal amount of the Securities of all series at the time Outstanding affected by such amendment or supplemental indenture (voting as one class), by Act of said Holders delivered to the HoldersCompany and the Trustee, the Company, when authorized by its Board of Directors (as evidenced by a Board Resolution), and the Trustee may amend this Indenture and or enter into an indenture or indentures supplemental hereto for the Notes with purpose of adding any provisions to or changing in any manner or eliminating any of the written consent provisions of this Indenture or of modifying in any manner the rights of the Holders of a majority in principal amount Securities of the Notes then outstandingsuch series under this Indenture; provided, and the Holders of a majority in principal amount of the Notes then outstanding by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture and the Notes. Notwithstanding the provisions of this Section 9.02however, that no such amendment or supplemental indenture shall, without the consent of the Holder of each Holder affected, an amendment or waiver, including a waiver pursuant to Section 6.04, may not:Outstanding Security affected thereby, (i) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Notesuch affected Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or adversely affect any right reduce the amount of repayment at the option principal of any Holder an Original Issue Discount Security that would be due and payable upon a declaration of any Noteacceleration of the Maturity thereof pursuant to Section 702, or change any place Place of payment Payment where, or the coin or currency in which, any Note such Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemptionredemption or repayment, on or after the Redemption DateDate or any repayment date);, or (ii) reduce the percentage in principal amount of outstanding Notes the Outstanding Securities of any series, the consent of whose Holders is required for any modifications or amendments to the Indenture with respect to such series or to the terms and conditions of such series or to approve a supplemental indentureindenture with respect to such series, or the consent of whose Holders is required for any waiver with respect to such series of compliance with certain provisions of this Indenture or certain Defaults defaults hereunder and their consequences provided for in this Indenture;, or (iii) waive a Default in the payment of principal of, premium, if any, or interest on, any Note; (iv) modify Section 4.20 in a manner adverse to the Holders; or (v) modify any of the provisions of Sections 704 or 707 or this Section 9.021002 or Article 8, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note Outstanding Security affected thereby; provided however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section 1002 and Article 8, or the deletion of this proviso, in accordance with the requirements of Sections 810(b) and 1001(viii). A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for the consent any Act of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiversupplemental indenture, but it shall be sufficient if such consent approves Act shall approve the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07 and without prior notice to the Holders, the Company, when authorized by its Board of Directors (as evidenced by a Board Resolution), and the Trustee may amend this Indenture and the Notes Securities with the written consent of the Holders of a majority in principal amount of the Notes Securities then outstanding, and the Holders of a majority in principal amount of the Notes Securities then outstanding by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture and or the NotesSecurities. Notwithstanding the provisions of this Section 9.02, without the consent of each Holder affected, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (i) change the Stated Maturity of the principal of, or any installment of interest on, any NoteSecurity, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or adversely affect any right of repayment at the option of any Holder of any Note, or change any place of payment whereSecurity, or the currency in which, any Note Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage in principal amount of outstanding Notes Securities the consent of whose Holders is required for any such supplemental indenture, for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this Indenture; (iii) waive a Default in the payment of principal of, premium, if any, or interest on, any Note; (iv) modify Section 4.20 in a manner adverse to the HoldersSecurity; or (viv) modify any of the provisions of this Section 9.02, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note Security affected thereby. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07 and without prior notice to With the Holdersconsent of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes, the CompanyIssuers, when authorized by its Board of Directors (as evidenced by a Board Resolution)the Guarantors, if any, and the Trustee may amend enter into an indenture or indentures supplemental to this Indenture and for the Notes with the written consent purpose of the Holders adding any provisions to or changing in any manner or eliminating any of a majority in principal amount of the Notes then outstanding, and the Holders of a majority in principal amount of the Notes then outstanding by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture and the Notes. Notwithstanding the provisions of this Section 9.02Indenture or of modifying in any manner the rights of the Holders under this Indenture, including the definitions herein; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Holder affected, an amendment or waiver, including a waiver pursuant to Section 6.04, may notoutstanding Note affected thereby: (i1) change the Stated Maturity of the principal of, any Note or of any installment of interest on, on any Note, or reduce the amount payable in respect of the principal amount thereof or the rate of interest thereon or any premium payable upon thereon, or reduce the redemption amount that would be due and payable on acceleration of the maturity thereof, or adversely affect any right of repayment at change the option of any Holder of any Note, or change any place of payment where, or the coin or currency in which, any Note or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (thereof; or, in the case of redemption, on or after the Redemption Date); (ii2) reduce the percentage in aggregate principal amount of the outstanding Notes Notes, the consent of whose Holders if required for any such supplemental indenture, or the consent of whose Holders is required for any such supplemental indenture, for any waiver (of compliance with certain provisions of this Indenture or certain Defaults defaults thereunder and their consequences consequences) provided for in this Indenture; (iii) waive a Default in the payment of principal of, premium, if any, or interest on, any Note; (iv) modify Section 4.20 in a manner adverse to the Holders; or (v3) modify the obligations of the Issuers to make Offers to Purchase upon a Change of Control or from the Excess Proceeds of Asset Sales if such modification was done after or in contemplation of such Change of Control or such Asset Sale; or (4) subordinate, in right of payment, the Notes to any other Debt of the Issuers; or (5) modify any of the provisions of this proviso to Section 9.028.2 or provisions relating to waiver of defaults or certain covenants contained in Section 6.2, 6.4 or 6.7 hereof, except to increase any such percentage required for such actions or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby. It shall not ; or (6) release any Guarantees required to be necessary for the consent of the Holders maintained under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereofIndenture. After an a modification, amendment, supplement or waiver under this Section 9.02 8.2 becomes effective, the Company Issuers shall mail to the Holders affected thereby a notice briefly describing the modification, amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company Issuers to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture modification, amendment, supplement or waiver. It shall not be necessary for the consent of the Holders under this Section 8.2 to approve the particular form of any proposed amendment, modification, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof.

With Consent of Holders. Subject to Sections 6.04 and 6.07 and without prior notice to the Holders(a) Except as provided below in this Section 8.02, the Company, when authorized by its Board of Directors (as evidenced by a Board Resolution)each Guarantor, if any, any other obligor under the Notes and the Trustee may modify, amend or supplement the Indenture (including this Indenture and Supplemental Indenture) or the Notes with the written consent of the Holders of a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and, subject to Section 6.04 and Section 6.07, any existing Default or Event of Default or compliance with any provision of this Supplemental Indenture, the Base Indenture (as it relates to the Notes) or the Notes may be waived with the consent of the Holders of a majority in principal amount of the Notes then outstanding, and the Holders of a majority in principal amount of the Notes then outstanding by written notice to the Trustee may waive future compliance by the Company Notes (including Additional Notes, if any) (including consents obtained in connection with any provision of this Indenture and the a purchase of, or tender offer or exchange offer for, Notes). Notwithstanding the provisions of this Section 9.02However, without the consent of the Holder of each Holder affectedoutstanding Note affected thereby, an amendment a modification, amendment, supplement or waiver, including a waiver pursuant to under this Section 6.04, 8.02 may not: (i1) change the Stated Maturity of the principal of, or any installment of interest on, or change to an earlier date any Noteredemption date of, or waive a default in the payment of the principal of, premium, if any, or interest on, any such Note or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or adversely affect any right of repayment at change the option coin or currency in which the principal of any Holder of any Note, or change any place of payment where, or the currency in which, any such Note or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Dateredemption date); (ii2) amend, change or modify, (a) after the obligation of the Company to make a Prepayment Offer with respect to an Asset Sale has arisen, in accordance with Section 4.11, the obligation of the Company, to make such Prepayment Offer or (b) the obligation of the Company, after the occurrence of a Change of Control, to make a Change of Control Offer in accordance with Section 4.17; (3) reduce the percentage in principal amount of such outstanding Notes Notes, the consent of whose Holders is required for any such supplemental indentureamendment of the Indenture (including this Supplemental Indenture), or the consent of whose Holders is required for any waiver of or compliance with certain provisions of the Base Indenture (as it relates to the Notes) or this Indenture or certain Defaults and their consequences provided for in this Supplemental Indenture; (iii) waive a Default in the payment of principal of, premium, if any, or interest on, any Note; (iv) modify Section 4.20 in a manner adverse to the Holders; or (v4) modify any of the provisions of this Section 9.02the Indenture requiring the consent of Holders or relating to the waiver by Holders of past defaults or relating to the waiver by Holders of certain covenants, except to increase any the percentage of such percentage outstanding Notes required for such actions or to provide that certain other provisions of this the Indenture cannot be modified or waived without the consent of the Holder of each outstanding such Note affected thereby. ; (5) voluntarily release, other than in accordance with this Supplemental Indenture, the Guarantee of any Guarantor; or (6) amend or modify any of the provisions of the Indenture in any manner which subordinates the Notes issued hereunder in right of payment to any other Indebtedness of the Company or which subordinates any Guarantee with respect to the Notes in right of payment to any other Indebtedness of the Guarantor issuing any such Guarantee. (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 reasonably satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 8.06 and Section 11.02, the Trustee shall join with the Company in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Supplemental Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. (c) It shall not be necessary for the consent of the Holders under this Section 9.02 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. . (d) After an amendment, supplement or waiver under this Section 9.02 8.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures However, the failure to Holders upon request. Any failure of the Company to mail give such notice, or any defect thereinin the notice, shall not, however, in any way will not impair or affect the validity of any such supplemental indenture the amendment, supplement or waiver. (e) For purposes of Article IX of the Base Indenture, a supplemental indenture which changes or eliminates any covenant or other provision of the Indenture which has been expressly included solely for the benefit of one or more particular series of Securities other than the Notes or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision shall be deemed not to affect the rights under the Indenture of the Holders.

With Consent of Holders. Subject to Sections 6.04 and 6.07 and without prior notice to the Holders, the Company, when authorized by its Board of Directors (as evidenced by a Board Resolution), and the Trustee may amend this Indenture and the Notes with With the written consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes then outstanding(including, without limitation, Additional Notes, if any) delivered to the Company and the Holders of a majority in principal amount of the Notes then outstanding by written notice to the Trustee may waive future compliance by Trustee, the Company when authorized by a Board Resolution, together with the Trustee, may amend, waive, modify or supplement any other provision of this Indenture and or the Notes. Notwithstanding the provisions of this Section 9.02; provided, however, that no such amendment, waiver, modification or supplement may, without the written consent of the Holder of each Holder affected, an amendment or waiver, including a waiver pursuant to Section 6.04, may notOutstanding Note affected thereby: (ia) change the Stated Maturity of the principal of, or any installment of interest on, on any Note, or ; (b) reduce the principal amount thereof of or the rate of interest thereon or any premium payable upon the redemption thereof, or adversely affect any right of repayment at the option of any Holder of any Note, or change any place of payment where, or the currency in which, on any Note payable at Stated Maturity or any premium or the interest thereon is payable, or repurchase; (c) impair the Holder’s right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date)Notes; (iid) reduce modify the provisions with respect to a Holder’s rights to require the Company to repurchase Notes upon a Fundamental Change in a manner adverse to the Holders of the Notes, including the Company’s obligations to repurchase the Notes following a Fundamental Change; (e) adversely affect the rights of Holders under the conversion provisions of the Notes; (f) change the place or currency of payment of principal of or interest on any Note; (g) make any change in the percentage of principal amount of Notes necessary to waive compliance with provisions of this Indenture; (h) make any change to this Section 10.02 or Section 10.03 (other than to increase the percentage in principal amount of outstanding Notes the required for modification or waiver or to provide for consent of whose Holders is required for any such supplemental indenture, for any waiver each affected Holder of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this IndentureNotes); (iiii) waive a Default or Event of Default in the payment of principal of, premium, if any, or interest on, any Note;on the Notes (except a rescission of acceleration of the Notes by the Holders thereof as provided in Section 7.02(b) of this Indenture and a waiver of the payment default that resulted from such acceleration); or (ivj) modify Section 4.20 the ranking or priority of any Note in a any manner adverse to the Holders; or (v) modify any Holders of the provisions Notes. Upon the written request of this Section 9.02, except to increase the Company accompanied by a copy of a Board Resolution authorizing the execution of any such percentage supplemental indenture or to provide that certain other provisions agreement, instrument or waiver, and upon the filing with the Trustee of this Indenture cannot be modified or waived without evidence of the consent of Holders as aforesaid, the Holder Trustee shall join with the Company in the execution of each outstanding Note affected therebysuch supplemental indenture or other agreement, instrument or waiver. It shall not be necessary for the consent any act of the Holders under this Section 9.02 to approve the particular form of any proposed amendmentsupplemental indenture or other agreement, supplement instrument or waiver, but it shall be sufficient if such consent approves act shall approve the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07 and without prior notice to the Holders, the Company, when authorized by its Board of Directors (as evidenced by a Board ResolutionResolution delivered to the Trustee), and the Trustee may amend this Indenture and the Notes with the written consent of the Holders of a majority in principal amount of the Notes then outstanding, and the Holders of a majority in principal amount of the Notes then outstanding by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture and or the Notes. Notwithstanding the provisions of this Section 9.02, without the consent of each Holder affected, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (i) change the Stated Maturity of the principal of, or any installment of interest on, any Note, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or adversely affect any right of repayment at the option of any Holder of any Note, or change any place of payment where, or the currency in which, any Note or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage in principal amount of outstanding Notes the consent of whose Holders is required for any such supplemental indenture, for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this Indenture; (iii) waive a Default in the payment of principal of, premium, if any, or interest on, any Note; (iv) modify Section 4.20 in a manner adverse to the Holders; or (viv) modify any of the provisions of this Section 9.02, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07 and without prior notice to (a) With the Holdersconsent of the Required Consenting Holders (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), the Company, when authorized by its Board of Directors (as evidenced by the Guarantors and, to the extent it is a Board Resolution)party thereto, and the Trustee and/or the Collateral Trustee may amend this Indenture, the Collateral Trust Agreement, the other Collateral Documents and/or any Intercreditor Agreement for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture and or the Notes with or modifying in any manner the written consent rights of the Holders of a majority in principal amount of the Notes then outstandingunder this Indenture, and including the Holders of a majority in principal amount of the Notes then outstanding by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture and the Notes. Notwithstanding the provisions of this Section 9.02definitions set forth herein; provided, however, that no such amendment shall, without the consent of the Holder of each Holder affected, an amendment or waiver, including a waiver pursuant to Section 6.04, may notoutstanding Note affected thereby: (i1) change the Stated Maturity of the principal ofany Note, or of any installment of interest on, on any Note, or reduce the amount payable in respect of the principal amount thereof or the rate of interest thereon or any premium payable upon thereon, reduce the redemption amount that would be due and payable on acceleration of the maturity thereof, or adversely affect any right of repayment at change the option of any Holder of any Note, or change any place of payment where, or the coin or currency in which, any Note or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in or change the case of redemption, date on which any Notes may be subject to redemption or after reduce the Redemption Date)Price therefor; (ii2) reduce the percentage in aggregate principal amount of the outstanding Notes Notes, the consent of whose Holders is required for any such supplemental indenture, amendment or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain Defaults defaults hereunder and their consequences consequences) provided for in this Indenture; (iii3) waive modify the obligations of the Company to make Offers to Purchase upon a Default in Change of Control or from the payment Excess Proceeds of principal ofAsset Sales or Casualty Events, premiumas the case may be, if anysuch modification is made after the time that the Company is required to make an Offer to Purchase in connection with a Change of Control, Asset Sale or interest on, any NoteCasualty Event; (iv4) modify Section 4.20 or change any provision of this Indenture, the Collateral Trust Agreement,the other Collateral Documents or any Intercreditor Agreement affecting the ranking of the Notes or any Note Guarantee in a manner adverse to the Holders; orHolders of the Notes; (v5) make any change in the provisions of the Collateral Trust Agreement, any Intercreditor Agreement, the other Collateral Documents or this Indenture dealing with the application of proceeds of the Collateral that would adversely affect the Holders of the Notes in any material respect; (6) make any change to the Priority Waterfall or any other “waterfall” provisions of the Notes Documents, except as otherwise provided by the Notes Documents; (7) make any change to Section 4.1(a) or 7.1 of the Collateral Trust Agreement; (8) modify any of the provisions of this Section 9.029.02(a) or the definitions of “Required Consenting Holders” and “Applicable Voting Percentage” or provisions relating to waiver of Defaults or covenants, except to increase any percentage required for such percentage actions or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby. ; or (9) release any Note Guarantees required to be maintained under this Indenture (other than in accordance with the terms of this Indenture. (b) In addition, without the consent of the Holders of at least 85.0% in aggregate principal amount of the then outstanding Notes (provided that such percentage shall be reduced to 66.66% at any time the Applicable Voting Percentage is 50.1%), no amendment, supplement or waiver may (1) increase the maximum principal amount of the Credit Facility permitted under clause (23) of the definition of “Permitted Debt” on the Issue Date, (2) subordinate the Liens on Collateral securing the Notes to Liens securing any other Debt or increase the amount of Debt that is permitted to be secured by Liens that rank senior to the Liens of Holders of the Notes or (3) modify any Collateral Document or the provisions of this Indenture dealing with the Collateral Documents or application of trust monies under the Collateral Documents in a manner that would release all or substantially all of the Collateral from the Liens securing the Notes and the Note Guarantees, other than in accordance with this Indenture, the Collateral Trust Agreement, the other Collateral Documents and any Intercreditor Agreement. (c) Section 2.08 and Section 2.09 shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. (d) Upon the written request of the Company, and upon the filing with the Trustee and/or the Collateral Trustee, as applicable, of evidence satisfactory to the Trustee and/or the Collateral Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee and/or the Collateral Trustee, as applicable, of the documents described in Section 13.03, the Trustee and/or the Collateral Trustee, as applicable, shall join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture affects their respective rights, duties or immunities under this Indenture or otherwise, in which case the Trustee and/or the Collateral Trustee, as applicable, may in their discretion, but shall not be obligated to, enter into such amended or supplemental indenture. (e) It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it . It shall be sufficient if such consent approves the substance thereof. . (f) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture amendment, supplement or waiver. (g) A consent to any amendment, supplement or waiver of this Indenture, the Notes or any Note Guarantee by any Holder given in connection with a tender of such Holder’s Notes shall not be rendered invalid by such tender.

With Consent of Holders. Subject Except as provided above in Section 9.01 and below in this Section 9.02, the Issuers, the Guarantors and the Trustee may amend or supplement this Indenture and the Securities of any series or the terms thereof (whether contained in a supplemental indenture, Board Resolution or otherwise) may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Securities of each series affected by such amendment or supplement (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities of any such series), and, subject to Sections 6.04 and 6.07 and without prior notice hereof, any existing Default or Event of Default with respect to the Holders, the Company, when authorized by its Board Securities of Directors (as evidenced by a Board Resolution), and the Trustee may amend any series or compliance with any provision of this Indenture and or Securities of any such series or the Notes terms thereof (whether contained in a supplemental indenture, Board Resolution or otherwise) may be waived with the written consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, and the Holders of a majority in principal amount of the Notes then outstanding by written notice to the Trustee may waive future compliance by the Company Securities of each series affected thereby (including consents obtained in connection with a purchase of, tender offer or exchange offer for Securities of any provision of this Indenture and the Notessuch series). Notwithstanding the provisions of this Section 9.02However, without the consent of each Holder affected, an amendment amendment, supplement or waiver may not (with respect to any Securities held by a non-consenting Holder): (a) reduce the principal amount of Securities whose Holders must consent to an amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may not:; (ib) change the Stated Maturity of any Security or alter any of the provisions with respect to the required repurchase of the Securities of any such series; (c) reduce the premium, if any, payable upon the redemption of any Security or change the fixed date after which any Security may or shall be redeemed; (d) change any obligation of the Company or any Guarantor to pay Additional Amounts with respect to any Security; (e) reduce the rate of or change the time for payment of interest on any Security; (f) adversely affect the conversion rights of any Security that is convertible in accordance with the applicable provisions of such Security; (g) waive a continuing Default or Event of Default in the payment of principal of, or any installment of interest onpremium, any Noteif any, or reduce interest on or Additional Amounts with respect to the Securities of any series (except a rescission of acceleration of such Securities by the Holders of at least a majority in principal amount thereof of the Securities of such series and a waiver of the payment default that resulted from such acceleration); (h) make any Security payable in a currency other than that stated in such Security; (i) make any change in the provisions of this Indenture relating to waivers of past Defaults or Events of Default or the rate rights of interest thereon Holders to receive payments of principal of or any premium payable upon the redemption thereof, or adversely affect any right of repayment at the option of any Holder of any Note, or change any place of payment where, or the currency in which, any Note or any premium or interest on the interest thereon is payable, Securities; (j) waive a redemption or repurchase payment with respect to any Security; (k) impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage in principal amount of outstanding Notes the consent of whose Holders is required for any such supplemental indenture, for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this Indenture; (iii) waive a Default in the payment of principal of, or premium, if any, or interest onon or any Additional Amounts with respect to any Security pursuant to Sections 6.07 and 6.08, any Noteexcept as limited by Section 6.06; (ivl) release any Guarantor from any of its obligations under its Subsidiary Guarantee or this Indenture or modify Section 4.20 the related Guarantee in a any manner materially adverse to the Holders, except in accordance with the terms of this Indenture; or (vm) modify make any change in the preceding amendment, supplement and waiver provisions. Upon the request of the provisions Issuers, and upon the filing with the Trustee of this Section 9.02, except evidence satisfactory to increase any such percentage or to provide that certain other provisions the Trustee of this Indenture cannot be modified or waived without the consent of the Holder Holders as aforesaid, and upon receipt by the Trustee of each outstanding Note affected therebythe documents described in Section 9.06 hereof, the Trustee shall join with the Issuers and the Guarantors in the execution of such amended or supplemental indenture, unless such amended or supplemental indenture affects the Trustee’s own rights, duties 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 under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. 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. An amendment, supplement or waiver which changes, waives or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be conclusively deemed not to affect the rights under this Indenture of the Holders of Securities of any other series.

With Consent of Holders. Subject to Sections 6.04 and 6.07 and without prior notice to the Holders, the Company, when authorized by its Board of Directors (as evidenced by a Board Resolution), and the Trustee may amend this Indenture and the Notes with the written consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, and the Holders of a majority in aggregate principal amount of the Notes then outstanding by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture and or the Notes. Notwithstanding the provisions of this Section 9.02, without the consent of each Holder affectedaffected thereby, an amendment or waiver, including a waiver pursuant to Section 6.046.04 hereof, may not: (ia) change the Stated Maturity of the principal of, or any installment of interest on, any Note, or ; (b) reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereofof, or adversely affect any right of repayment at the option of any Holder of premium, if any, or interest on, any Note; (c) change the place or currency of payment of principal of, or change any place of payment wherepremium, if any, or the currency in whichinterest on, any Note or any premium or the interest thereon is payable, or Note; (d) impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of a redemption, on or after the Redemption Date)) of any Note; (iie) reduce the above-stated percentage in principal amount of outstanding Notes Notes, the consent of whose Holders is required for any such supplemental indenture, for any waiver of compliance with certain provisions of this Indenture necessary to modify or certain Defaults and their consequences provided for in amend this Indenture; (iiif) waive a Default default in the payment of principal of, premium, if any, or interest on, any Note; (iv) modify Section 4.20 in a manner adverse to on the HoldersNotes; or (vg) modify any of reduce the provisions of this Section 9.02, except to increase any such percentage or to provide that aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with certain other provisions of this Indenture cannot be modified or waived without the consent for waiver of the Holder of each outstanding Note affected therebycertain defaults. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company Trustee shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. (a) Subject to Sections 6.04 and 6.07 and without prior notice to the HoldersSection 6.07, the Company, when authorized by its Board of Directors (as evidenced by a Board Resolution), and the Trustee and (if applicable) any Subsidiary Guarantor may amend or supplement this Indenture and or the Notes with the written consent of the Holders of not less than a majority in aggregate principal amount of the Notes then outstandingOutstanding Notes, and any past Default or compliance with any provisions may also be waived with the written consent of the Holders of not less than a majority in aggregate principal amount of the Notes then outstanding by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture and the Outstanding Notes. . (b) Notwithstanding the provisions of this Section 9.02, without the consent of each Holder affected, an amendment or waiver, including a waiver pursuant to Section 6.04, may not:not (with respect to any Notes held by a non- consenting Holder): (i) change the Stated Maturity of the principal of, or any installment of interest on, any Note, or , (ii) reduce the principal amount thereof of or premium, if any, or interest or Liquidated Damages, if any, on any Note, (iii) reduce any amount payable on redemption of the Notes or upon the occurrence of an Event of Default or reduce the Change of Control Payment or the rate amount to be paid in connection with an Asset Sale Offer, (iv) change the place or currency of interest thereon payment of principal of or any premium payable upon the redemption thereofpremium, if any, or adversely affect any right of repayment at the option of any Holder of interest or Liquidated Damages, if any, on any Note, or change any place of payment where, or the currency in which, any Note or any premium or the interest thereon is payable, or , (v) impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of a redemption, on or after the Redemption Date);) of any Note, (iivi) reduce the above-stated percentage of outstanding Notes the consent of whose Holders is necessary to modify or amend the Indenture, (vii) waive a default in the payment of principal of or premium, if any, or interest or Liquidated Damages, if any, on the Notes (except as set forth in Section 6.04), (viii) reduce the percentage in or aggregate principal amount of outstanding Notes the consent of whose Holders is required necessary for any such supplemental indenture, for any waiver of compliance with certain provisions of this the Indenture or certain Defaults and their consequences provided for in this Indenture;waiver of Defaults, (iii) waive a Default in the payment of principal of, premium, if any, or interest on, any Note; (ivix) modify Section 4.20 or change any provision of the Indenture affecting the ranking of the Notes or the Subsidiary Guarantees in a manner adverse to the Holders; Holders of the Notes, (x) release any Subsidiary Guarantor from any of its obligations under its Subsidiary Guarantee or the Indenture other than in accordance with the provisions of the Indenture, or amend or modify any provision relating to such release, or (vxi) modify any directly or indirectly release the Liens created by the Security Documents on all or substantially all the Collateral (other than in accordance with the terms of the provisions of this Section 9.02, except to increase any such percentage Existing Credit Facility or to provide that certain other provisions of this Indenture cannot be modified the Security Documents or waived without with the consent of the Holder of each outstanding Note affected thereby. requisite lenders under the Existing Credit Facility if, after such consent, the Company is in compliance with Section 4.12). (c) It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. . (d) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders of each Note affected thereby thereby, with a copy to the Trustee, a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or the effectiveness of any such amendment, supplement or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07 and without prior notice With the written consent of the Holders of at least a majority of the aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a repurchase of, or tender offer or exchange offer for, Notes), by Act of such Holders delivered to the HoldersCompany and the Trustee, the Company, when authorized by its Board of Directors (as evidenced by a Board Resolution), and the Trustee may amend or supplement this Indenture and or the Notes with the written consent of the Holders of a majority in principal amount of the Notes then outstanding, and the Holders of a majority in principal amount of the Notes then outstanding by written notice to the Trustee may or waive future compliance by the Company with any provision of this Indenture and or the Notes. Notwithstanding the provisions of this Section 9.02; provided, however, that, without the consent of each Holder affectedaffected Holder, an no amendment or waiversupplement to this Indenture or the Notes, including a or waiver pursuant to Section 6.04of any provision of this Indenture or the Notes, may notmay: (ia) change the Stated Maturity of the principal of, or any installment of interest on, any Note, or reduce the principal amount thereof of, or change the Maturity Date of, any Note; (b) reduce the rate of, or extend the stated time for payment of, interest on any Note; (c) reduce the Fundamental Change Repurchase Price or the rate Redemption Price of interest thereon any Note or any premium payable upon change the redemption thereoftime at which, or adversely affect any the circumstances under which, the Notes may, or will be, redeemed or repurchased; (d) impair the right of repayment at the option of any Holder of any Note, or change any place of payment where, or the currency in which, any Note or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (orany Note, in the case including with respect to any consideration due upon conversion of redemption, on or after the Redemption Date)a Note; (iie) make any Note payable in a currency other than that stated in the Note; (f) make any change that impairs the conversion rights of any Holder under Article X hereof or otherwise reduces the number of shares of Common Stock, amount of cash or any other property receivable by a Holder upon conversion; (g) change the ranking of the Notes; (h) reduce the percentage in principal amount of outstanding Notes the consent of whose Holders is required for any such supplemental indenture, for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for voting requirements included in this Indenture; (iiii) waive a Default in make any change to any amendment, modification or waiver provision of this Indenture that requires the payment consent of principal of, premium, if any, or interest on, any Note; (iv) modify Section 4.20 in a manner adverse to the Holderseach affected Holder; or (vj) modify any reduce the percentage of the provisions aggregate principal amount of this Section 9.02, except then outstanding Notes whose Holders must consent to increase any such percentage or to provide that certain other provisions an amendment of this Indenture cannot be modified or waived without the consent a waiver of the Holder of each outstanding Note affected therebya past default. It shall will not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall will be sufficient if such consent approves the substance thereof. After an of such proposed amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07 and without prior notice to the Holders, the Company, when authorized by its Board of Directors (as evidenced by a Board Resolution), and the Trustee may amend this Indenture and Supplemental Indenture, the Notes or the Guarantees with the written consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, and the Holders of a majority in aggregate principal amount of the Notes then outstanding by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture and Supplemental Indenture, the NotesNotes or the Guarantees. Notwithstanding the foregoing provisions of this Section 9.02, without the consent of each Holder affected, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (i1) reduce the amount of Notes whose Holders must consent to an amendment; (2) reduce the rate of or change or have the effect of changing the time for payment of interest, including defaulted interest, on any Notes; (3) reduce the principal of or change or have the effect of changing the fixed maturity of any Notes, or change the Stated Maturity of the principal of, or date on which any installment of interest on, any Note, Notes may be subject to redemption or reduce the principal amount thereof or redemption price therefor; (4) make any Notes payable in money other than that stated in the rate Notes; (5) make any change in provisions of interest thereon or any premium payable upon this Supplemental Indenture protecting the redemption thereof, or adversely affect any right of repayment at the option each Holder to receive payment of any Holder principal of any Note, or change any place of payment where, or the currency in which, any and interest on such Note or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity due date thereof (oror to bring suit to enforce such payment, in the case or permitting Holders of redemption, on or after the Redemption Date); (ii) reduce the percentage a majority in principal amount of outstanding Notes the consent to waive Defaults or Events of whose Holders is required for any such supplemental indenture, for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this IndentureDefault; (iii6) waive after the Company’s obligation to purchase Notes arises thereunder, amend, change or modify in any material respect the obligation of the Company to make and consummate a Default Change of Control Offer in the payment event of principal ofa Change of Control or make and consummate a Net Proceeds Offer with respect to any Asset Sale that has been consummated or, premiumafter such Change of Control has occurred or such Asset Sale has been consummated, if any, or interest on, any Note; (iv) modify Section 4.20 in a manner adverse to the Holders; or (v) modify any of the provisions or definitions with respect thereto; (7) modify or change any provision of this Supplemental Indenture or the related definitions affecting the ranking of the Notes or the Guarantees in a manner which adversely affects the Holders; (8) release any Guarantor that is a Significant Subsidiary from any of its obligations under its Guarantee or this Supplemental Indenture otherwise than in accordance with the terms of this Supplemental Indenture; or (9) modify or change any provision of Section 9.01 or Section 9.02, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will shall mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. This Section 9.02 is subject to Section 9.05.

With Consent of Holders. Subject to Sections 6.04 and 6.07 and without prior notice to the HoldersThe Company, the Company, when authorized by its Board of Directors (as evidenced by a Board Resolution), Subsidiary Guarantors and the Trustee may amend this Indenture and or the Notes without notice to any Noteholder but with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding, and the Holders of a majority in aggregate principal amount of the Notes then outstanding by written notice to the Trustee may waive future compliance by the Company (including consents obtained in connection with any provision of this Indenture and the a tender offer or exchange for Notes). Notwithstanding the provisions of this Section 9.02However, without the consent of each Holder affectedNoteholder affected thereby, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (i) change the Stated Maturity of the principal of, or any installment of interest on, any Note, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or adversely affect any right of repayment at the option of any Holder of any Note, or change any place of payment where, or the currency in which, any Note or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage in principal amount of, or the rate of outstanding Notes the consent of whose Holders is required for interest on, any such supplemental indenture, for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this IndentureNotes; (iii) waive reduce any premium, if any, payable on the redemption of any Note or change the date on which any Note may or must be redeemed or repaid (for the avoidance of doubt, the provisions set forth in Section 4.8 (including the definitions related thereto) may be amended or modified at any time prior to the occurrence of a Default Change of Control Triggering Event with the consent of Holders of at least a majority in aggregate principal amount of the payment of Notes then outstanding); (iv) change the coin or currency in which the principal of, premium, if any, or interest on, on any NoteNote is payable; (ivv) modify Section 4.20 release the Guarantee of any Subsidiary Guarantor except as provided in this Indenture, or make any changes to such Guarantee in a manner adverse to the Holders; or; (vvi) impair the right of any Holder to institute suit for the enforcement of any payment on or after the Stated Maturity of any Note; (vii) reduce the percentage in principal amount of the outstanding Notes, the consent of whose Holders is required in order to take certain actions; (viii) reduce the requirements for quorum or voting by Holders in this Indenture or the Notes; (ix) modify any of the provisions of this Section 9.02, Indenture regarding the waiver of past defaults and the waiver of certain covenants by Holders except to increase any such percentage vote required or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the each Holder of each outstanding Note affected thereby; or (x) modify any of the above provisions of this Section 9.2. It shall not be necessary for the consent of the Holders under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver amendment under this Section 9.02 9.2 becomes effective, the Company shall mail or electronically deliver to the Holders affected thereby Noteholders a notice briefly describing the such amendment, supplement or waiver. The Company will mail supplemental indentures failure to Holders upon request. Any failure of the Company give such notice to mail such noticeall Noteholders, or any defect therein, shall not, however, in any way not impair or affect the validity of any such supplemental indenture or waiveran amendment under this Section 9.2.

With Consent of Holders. Subject to Sections 6.04 and 6.07 and without Without prior notice to the Holders, the Company, when authorized by its Board of Directors (as evidenced by a Board Resolution), and the Trustee may amend this Indenture and the Notes any Holder but with the written consent of the Holders of a majority in of the aggregate principal amount of the Notes then outstandingOutstanding Securities of each series adversely affected by such supplemental indenture (with the Securities of each series voting as a class), the Company and the Trustee may enter into an indenture or indentures supplemental hereto to add any provisions to or to change or eliminate any provisions of this Indenture or of any other indenture supplemental hereto or to modify the rights of the Holders of a majority in principal amount Securities of the Notes then outstanding by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture and the Notes. Notwithstanding the provisions of this Section 9.02each such series; provided, however, that without the consent of the Holder of each Holder affectedOutstanding Security adversely affected thereby, an amendment or waiver, including a waiver pursuant to supplemental indenture under this Section 6.04, may not: (i1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any NoteSecurity, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or adversely affect any right reduce the amount of repayment at the option principal of any Holder an Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of any Noteacceleration of the Maturity thereof pursuant to Section 5.2, or change any place Place of payment Payment where, or the coin or currency in which, which any Note Securities or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date); (ii2) reduce the percentage in principal amount of outstanding Notes the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain Defaults defaults hereunder and their consequences provided for in this Indenture; (iii3) waive a Default in the payment of principal of, premium, if any, or interest on, any Note; (iv) modify Section 4.20 in a manner adverse except to the Holders; or (v) modify extent provided in Section 8.1(11), make any of the provisions of change in Section 5.7 or this Section 9.02, 8.2 except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby. It shall not be necessary for except with the consent of the Holders of each Outstanding Security affected thereby, provided, however, that this clause shall not be deemed to require the consent of any Holders with respect to changes in the references to the “Trustee” and concomitant changes in this Section, in accordance with the requirements of Sections 6.10(b) and 8.1(11); or (4) modify the ranking or priority of the Securities. For the purposes of this Section 8.2, if the Securities of any series are issuable upon the exercise of warrants, any holder of an unexercised and unexpired warrant with respect to such series shall not be deemed to be a Holder of Outstanding Securities of such series in the amount issuable upon the exercise of such warrants. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It is not necessary under this Section 9.02 8.2 for the Holders to approve consent to the particular form of any proposed amendment, supplement or waiversupplemental indenture, but it shall be is sufficient if such they consent approves to the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07 and This Indenture or the Notes may be amended without prior notice to the Holders, the Company, when authorized by its Board of Directors (as evidenced by a Board Resolution), and the Trustee may amend this Indenture and the Notes any Noteholder but with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding, and the Holders of a majority in aggregate principal amount of the Notes then outstanding by written notice to the Trustee may waive future compliance (including consents obtained in connection with a tender offer or exchange for Notes) by the Company with any provision of this Indenture and the NotesTrustee. Notwithstanding the provisions of this Section 9.02However, without the consent of each Holder affectedNoteholder affected thereby, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (i) change the Stated Maturity of the principal of, or any installment of interest on, any Note, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or adversely affect any right of repayment at the option of any Holder of any Note, or change any place of payment where, or the currency in which, any Note or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage in principal amount of, or the rate of outstanding Notes the consent of whose Holders is required for interest on, any such supplemental indenture, for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this IndentureNotes; (iii) waive reduce any premium, if any, payable on the redemption of any Note or change the date on which any Note may or must be redeemed or repaid (for the avoidance of doubt, the provisions set forth in Section 4.8 (including the definitions related thereto) may be amended or modified at any time prior to the occurrence of a Default Change of Control Triggering Event with the consent of Holders of at least a majority in aggregate principal amount of the payment of Notes then outstanding); (iv) change the coin or currency in which the principal of, premium, if any, or interest on, on any NoteNote is payable; (ivv) modify Section 4.20 release the Guarantee of any Subsidiary Guarantor except as provided in this Indenture, or make any changes to such Guarantee in a manner adverse to the Holders; or; (vvi) impair the right of any Holder to institute suit for the enforcement of any payment on or after the Stated Maturity of any Note; (vii) reduce the percentage in principal amount of the outstanding Notes, the consent of whose Holders is required in order to take certain actions; (viii) reduce the requirements for quorum or voting by Holders in this Indenture or the Notes; (ix) modify any of the provisions of this Section 9.02, Indenture regarding the waiver of past defaults and the waiver of certain covenants by Holders except to increase any such percentage vote required or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the each Holder of each outstanding Note affected thereby; or (x) modify any of the above provisions of this Section 9.2. It shall not be necessary for the consent of the Holders under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver amendment under this Section 9.02 9.2 becomes effective, the Company shall mail or electronically deliver to the Holders affected thereby Noteholders a notice briefly describing the such amendment, supplement or waiver. The Company will mail supplemental indentures failure to Holders upon request. Any failure of the Company give such notice to mail such noticeall Noteholders, or any defect therein, shall not, however, in any way not impair or affect the validity of any such supplemental indenture or waiveran amendment under this Section 9.2.

With Consent of Holders. Subject to Sections 6.04 and 6.07 and without prior notice to the Holders, the Company, when authorized by its Board of Directors (as evidenced by a Board Resolution), a) The Company and the Trustee may amend or supplement this Indenture and or the Notes Securities with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding, and the Holders of a majority in principal amount of the Notes Securities then outstanding and affected by written notice such amendment or supplement (voting together as a single class). However, subject to the Trustee may waive future compliance by the Company with any provision of this Indenture and the Notes. Notwithstanding the provisions of this Section 9.0210.04, without the written consent of each Holder affected, an amendment amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may not: (i) change the Stated Maturity stated maturity of the principal of, or any installment of principal of, or interest (including Additional Interest, if any) on, any Note, or the Securities; (ii) reduce the principal amount thereof or of, the rate of interest thereon or any premium payable upon (including Additional Interest, if any) on the redemption thereof, or adversely affect any right of repayment at the option of any Holder of any NoteSecurities, or change any of the Company’s obligations to pay Additional Interest; (iii) change the timing or reduce the amount payable on the repurchase of the Securities; (iv) make any change that impairs or adversely affects the rights of a Holder to convert Securities in accordance herewith; (v) change the place of payment wherepayment, or the currency in whichcoin or currency, any Note or any premium or the interest thereon is payablefor payment of principal of, or interest (including Additional Interest, if any) on, the Securities; (vi) impair the right to institute suit for the enforcement of any such payment on or after with respect to Securities or the Stated Maturity thereof (or, in delivery of the case Conversion Value as required by this Indenture upon a conversion of redemption, on or after the Redemption Date)Securities; (iivii) reduce the above stated percentage in principal amount of outstanding Notes the consent of whose Holders is required for any such supplemental indentureOutstanding Securities necessary to modify or amend this Indenture, for any waiver of to waive compliance with certain specified provisions of this Indenture thereof or certain Defaults specified defaults and their consequences provided for thereunder or to reduce the quorum or voting requirements set forth in this Indenture; (iii) waive a Default in the payment of principal of, premium, if any, or interest on, any Note; (iv) modify Section 4.20 in a manner adverse to the Holders; or (vviii) modify any of the provisions of this Section 9.0210.02 or Section 7.02, 7.04, 7.05 or 8.08(a) of this Indenture, except to increase any the required percentage to effect such percentage action or to provide that certain specified other provisions of this Indenture canmay not be modified or waived without the consent of the Holders of each outstanding Security affected thereby. (b) Without limiting the provisions of Section 10.02(a) hereof, the Holders of a majority in principal amount of the Securities then outstanding may, on behalf of all the Holders of all Securities, (i) waive compliance by the Company with the restrictive provisions of this Indenture, and (ii) waive any past Default or Event of Default under this Indenture and its consequences, except an uncured failure to pay when due the principal amount, accrued and unpaid interest, accrued and unpaid Additional Interest, or in the obligation to deliver Conversion Shares or cash, if any and as applicable, or in respect of any provision which under this Indenture cannot be modified or amended without the consent of the Holder of each outstanding Note affected thereby. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. Security affected. (c) After an amendment, supplement or waiver under this Section 9.02 10.02 becomes effective, the Company shall promptly mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture amendment, supplement or waiver. (d) [reserved] (e) For purposes of this Indenture, Securities will be deemed Outstanding if they have been authenticated and delivered under this Indenture unless, among other things, the Securities have matured or been cancelled, converted or repurchased.

With Consent of Holders. Subject to Sections 6.04 and 6.07 and without prior notice to the Holders6.07, the Company, when authorized by its Board of Directors (as evidenced by a Board ResolutionResolution of the Company), and the Trustee may amend this Indenture and the Notes with the written consent of the Holders of a majority in principal amount of the Notes then outstanding, and the Holders of a majority in principal amount of the Notes then outstanding by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture and the NotesRequired Consent. Notwithstanding the provisions of this Section 9.0211.02, without the consent of each Holder affected, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (i1) change the Stated Maturity of the principal of, or any installment of interest on, any NoteNote or alter the redemption provisions with respect thereto; (2) reduce the Accreted Value of, or reduce premium, if any, or interest on, any Note; (3) change the principal amount thereof place or the rate currency of payment of Accreted Value of, or premium, if any, or interest thereon or on, any premium payable upon the redemption thereof, Note or adversely affect any right of repayment at the option of any Holder of any Note, or change any place of payment where, or the currency in which, any Note or any premium or the interest thereon is payable, or ; (4) impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of a redemption, on or after the Redemption Date)) of any Note; (ii5) reduce the above-stated percentage in principal amount of outstanding Notes the consent of whose Holders is required for any such supplemental indenture, for any waiver of compliance with certain provisions of this Indenture necessary to modify or certain Defaults and their consequences provided for in amend this Indenture; (iii6) waive a Default in the payment of principal Accreted Value of, premium, if any, or interest on, any Noteon the Notes; (iv) modify Section 4.20 in a manner adverse to the Holders; or (v7) modify any of the provisions of this Section 9.0211.02, Section 6.04 or Section 6.07, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby; (8) reduce the percentage or aggregate Accreted Value amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with provisions of this Indenture or for waiver of certain defaults; (9) amend, alter, change or modify the obligation of the Company to make and consummate an Offer to Purchase in the event of a Change of Control or Asset Sale or modify any of the provisions or definitions with respect thereto; (10) impair the right to institute suit for the enforcement of any payment on or with respect to the Notes; (11) release all or substantially all Guarantors and other guarantors, if any, from guarantees of the Indebtedness evidenced by the Notes; or (12) release all or substantially all Collateral. It shall not be necessary for the consent of the Holders under this Section 9.02 11.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 11.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07 and without prior notice to the Holders, the CompanyCompany and the Guarantor, when authorized by its Board their Boards of Directors (as evidenced by a Board Resolution), and the Trustee may amend this Indenture and the Notes Securities with the written consent of the Holders of a majority in principal amount of the Notes Securities then outstanding, and the Holders of a majority in principal amount of the Notes Securities then outstanding by written notice to the Trustee may waive future compliance by the Company or the Guarantor with any provision of this Indenture and or the NotesSecurities. Notwithstanding the provisions of this Section 9.02, without the consent of each Holder affected, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (i) change the Stated Maturity of Final Maturity, the principal Claimed Amount of, or any installment of interest on, any Note, or Security; (ii) reduce the principal amount thereof of, the Claimed Amount of, or the rate of premium, if any, or interest thereon or on, any premium payable upon the redemption thereofSecurity, or adversely affect any right of repayment at the option of any Holder of any NoteSecurity; (iii) change the place or currency of payment of principal of, or change any place of payment wherepremium, if any, or the currency in whichinterest on, any Note or any premium or the interest thereon is payable, or Security; (iv) impair the right to institute suit for the enforcement of any such payment on or after the Stated Final Maturity thereof (or, in the case of a redemption, on or after the Redemption Date)) of any Security; (iiv) make any change in a Subsidiary Guarantee that materially and adversely affects the rights of any Holder; (vi) reduce the above-stated percentage in principal amount of outstanding Notes Securities the consent of whose Holders is required for any such amendment of this Indenture, any supplemental indenture, for any waiver of compliance with certain provisions of this Indenture or for waiver of certain Defaults and their consequences provided for in this Indenture; (iiivii) waive a Default default in the payment of principal of, premium, if any, or interest on, any Noteon the Securities; (ivviii) modify Section 4.20 in a manner adverse to release the HoldersGuarantor from the Security Guarantee; or (vix) modify any of the provisions of this Section 9.0210.02, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note Security affected thereby. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07 and 6.07, without prior notice to the any Holders, the Company, when authorized by its Board of Directors (as evidenced by a Board Resolution), Company and the Trustee may amend this Indenture and the Notes Securities of any series with the written consent of the Holders of a majority in principal Principal amount of the Notes then outstandingoutstanding Securities of each series affected by such amendment, and the Holders of a majority in principal Principal amount of the Notes then outstanding Securities of each series affected thereby by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture and or the NotesSecurities of such series. Notwithstanding the provisions of this Section 9.02, without the consent of each Holder affectedaffected thereby, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (ia) change extend the Stated Maturity stated maturity date of the principal Principal of, or any installment of Principal of or interest on, any Notesuch Security, or reduce the principal amount thereof of or the rate (or extend the time for payment) of interest thereon on (including any amount in respect of original issue discount), or any premium payable upon the redemption of, any such Security; (b) reduce the amount of Principal payable upon acceleration of the maturity thereof; (c) change the place or currency of payment of Principal of, or adversely affect any right of repayment at the option of any Holder of any Notepremium, if any, or change any place of payment where, or the currency in whichinterest on, any Note or any premium or the interest thereon is payable, or such Security; (d) impair the right to institute suit for the enforcement of any payment on, or with respect to, any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date)Security; (iie) reduce the above stated percentage in principal amount of outstanding Notes Securities the consent of whose Holders holders is required for any such supplemental indenture, for any waiver necessary to modify or amend the Indenture with respect to the Securities of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this Indenturethe relevant series; (iii) waive a Default in the payment of principal of, premium, if any, or interest on, any Note; (iv) modify Section 4.20 in a manner adverse to the Holders; or (vf) modify any of the provisions of this Section 9.02waiver provision, except to increase any such required percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note Security of the series affected thereby; (g) cause any such Security to become subordinate in right of payment to any other debt, except to the extent provided in the terms of such Security; or (h) if such Security provides that the holder may require us to repurchase or convert such Security, impair such Holder’s right to require repurchase or conversion of such Security on the terms provided therein. (i) make any changes to this paragraph of Section 9.02. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of Holders of Securities of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series or of the coupons appertaining to such Securities. It shall not be necessary for the consent of the Holders any Holder under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 and (a) Except as otherwise provided in Section 6.07 and without prior notice to the Holdersor Section 9.02(b), the Company, when authorized by its Board of Directors (as evidenced by a Board Resolution), Company and the Trustee (including in its capacity as Second Lien Collateral Agent) may amend this Indenture Indenture, the Notes and, subject to the Intercreditor Agreement and the Notes Collateral Trust Agreement, the Security Agreements with the written consent of the Holders of a majority in principal amount of the Notes then outstandingOutstanding Notes, and the Holders of a majority in principal amount of the Outstanding Notes then outstanding by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture and Indenture, the Notes or the Security Agreements, in each case, including consents or waivers obtained in connection with a tender offer or exchange offer for the Notes. ; provided, that pursuant to the Collateral Trust Agreement, amendments to any of the Security Agreements shall also require the consent of the requisite holders of each other series of Second-Priority Lien Obligations then outstanding (if any), in accordance with the amendment provisions of the Second-Priority Documents governing such other Second-Priority Lien Obligations, except to the extent that any such amendment would only adversely affect the Second-Priority Lien Obligations of a particular series, in which case only the written consent of the requisite holders of such series shall be required. (b) Notwithstanding the provisions of this Section 9.029.02(a), without the consent of each Holder affected, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (i) reduce the principal amount of or change the Stated Maturity of the principal of, or any installment of interest on, principal of any Note, or ; (ii) reduce the principal amount thereof or the rate of or change the Stated Maturity of any interest thereon or payment on any premium Note; (iii) reduce the amount payable upon the redemption thereofof any Note or change the time of any mandatory redemption or, in respect of an optional redemption, the times at which any Note may be redeemed or, once notice of redemption has been given, the time at which it must thereupon be redeemed; (iv) after the time an Offer to Purchase is required to have been made, reduce the purchase amount or purchase price, or adversely affect extend the latest repurchase deadline or purchase date thereunder; (v) make any Note payable in money other than that stated in the Note; (vi) impair the right of repayment at the option of any Holder of Notes to receive any Noteprincipal payment or interest payment on such Holder’s Notes, on or after the Stated Maturity thereof, or change any place of payment where, or the currency in which, any Note or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date)payment; (iivii) reduce make any change in the percentage in of the principal amount of outstanding the Notes the consent of whose Holders is required for any such supplemental indenture, for any waiver of compliance with certain provisions of this Indenture amendments or certain Defaults and their consequences provided for in this Indenturewaivers; (iiiviii) waive a Default in subordinate any Notes to any other obligation of the payment Company or subordinate any Note Guaranty to any other obligation of principal of, premium, if any, or interest on, any Notethe applicable Guarantor; (ivix) modify Section 4.20 in a manner adverse to release all or substantially all of the HoldersCollateral, except as permitted by this Indenture; or (vx) modify make any of change in any Note Guaranty that would adversely affect the provisions of this Section 9.02, except to increase any such percentage or to provide that certain other provisions of this Indenture canHolders. (c) It is not be modified or waived without the consent of the Holder of each outstanding Note affected thereby. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be is sufficient if such their consent approves the substance thereof. (d) An amendment, supplement or waiver under this Section will become effective on receipt by the Trustee of written consents from the Holders of the requisite percentage in principal amount of the Outstanding Notes. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail will send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail send supplemental indentures to Holders upon request. Any failure of the Company to mail send such notice, or any defect therein, shall will not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07 and without prior notice to the Holders, the CompanyIssuer, when authorized by its Board of Directors (as evidenced by a Board ResolutionResolution delivered to the Trustee), and the Trustee may amend this Indenture Indenture, the Notes and the Notes Escrow Agreement with the written consent of the Holders of a majority in principal amount of the Notes then outstanding, and the Holders of a majority in principal amount of the Notes then outstanding by written notice to the Trustee may waive future compliance by the Company Issuer with any provision of this Indenture Indenture, the Notes and the NotesEscrow Agreement. Notwithstanding the provisions of this Section 9.02, without the consent of each Holder affected, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (i) change the Stated Maturity of the principal of, or any installment of interest on, any Note, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or adversely affect any right of repayment at the option of any Holder of any Note, or change any place of payment where, or the currency in which, any Note or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage in principal amount of outstanding Notes the consent of whose Holders is required for any such supplemental indenture, for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this Indenture; (iii) waive a Default default in the payment of principal of, premium, if any, or interest on, any Note; (iv) modify Section 4.20 Article Eleven or the Escrow Agreement in a manner adverse to that adversely affects the Holdersrights of any Holder in any material respect; or (v) modify any of the provisions of this Section 9.02, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby. Notwithstanding the foregoing and without affecting any restrictions on amendments to this Indenture under the Credit Facility, any amendment to the provisions of Article Eleven that is adverse to the holders of Senior Indebtedness shall require the consent of such holders. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company Issuer shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company Issuer will mail supplemental indentures to Holders upon request. Any failure of the Company Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07 and without prior notice to the Holders(a) Except as provided below in this Section 9.02, the Company, when authorized by its Board of Directors (as evidenced by a Board Resolution)each Guarantor, if any, any other obligor under the Notes and the Trustee may modify, amend or supplement this Indenture and or the Notes with the written consent of the Holders of a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and, subject to Section 6.04 and Section 6.07, any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the Notes then outstanding, and the Holders of a majority in principal amount of the Notes then outstanding by written notice to the Trustee may waive future compliance by the Company Notes (including Additional Notes, if any) (including consents obtained in connection with any provision of this Indenture and the a purchase of, or tender offer or exchange offer for, Notes). Notwithstanding the provisions of this Section 9.02However, without the consent of the Holder of each Holder affectedoutstanding Note affected thereby, an amendment a modification, amendment, supplement or waiver, including a waiver pursuant to under this Section 6.04, 9.02 may not: (i1) change the Stated Maturity of the principal of, or any installment of interest on, or change to an earlier date any Noteredemption date of, or waive a default in the payment of the principal of, premium, if any, or interest on, any such Note or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or adversely affect any right of repayment at change the option coin or currency in which the principal of any Holder of any Note, or change any place of payment where, or the currency in which, any such Note or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Dateredemption date), provided that this clause (1) shall not apply to (a) any amendment to or waiver of the covenants described under Section 4.11 or Section 4.17 or any related definitions, other than with respect to the amount of any principal, premium or interest owed with respect thereto or (b) any amendment or waiver of the minimum notice periods with respect to the redemption of the Notes; (ii2) reduce the percentage in principal amount of such outstanding Notes Notes, the consent of whose Holders is required for any such supplemental indentureamendment of this Indenture, or the consent of whose Holders is required for any waiver of or compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this Indenture; (iii) waive a Default in the payment of principal of, premium, if any, or interest on, any Note; (iv) modify Section 4.20 in a manner adverse to the Holders; or (v3) modify any of the provisions of this Section 9.02Indenture requiring the consent of Holders or relating to the waiver by Holders of past defaults or relating to the waiver by Holders of certain covenants, except to increase any the percentage of such percentage 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 outstanding such Note affected thereby. ; (4) voluntarily release, other than in accordance with this Indenture, the Guarantee of any Guarantor; or (5) amend or modify any of the provisions of this Indenture in any manner which subordinates the Notes issued hereunder in right of payment to any other Indebtedness of the Company or which subordinates any Guarantee in right of payment to any other Indebtedness of the Guarantor issuing any such Guarantee. (b) Upon the request of the Company, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.05 and Section 12.03, the Trustee shall join with the Company in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. (c) It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. . (d) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures However, the failure to Holders upon request. Any failure of the Company to mail give such notice, or any defect thereinin the notice, shall not, however, in any way will not impair or affect the validity of any such supplemental indenture the amendment, supplement or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07 and without prior notice to the Holders, the Company, when authorized by its Board of Directors (as evidenced by a Board Resolution), and the Trustee may amend this Indenture and the Notes with With the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then at the time outstanding, and including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes, or by the adoption of a resolution at a meeting of Holders of at which a quorum is present by at least a majority in aggregate principal amount of the Notes then outstanding by written notice to represented at the meeting, the Company and the Trustee may waive future compliance modify and amend this Indenture or the Notes and noncompliance by the Company with any provision of this Indenture and the Notesmay be waived. Notwithstanding the provisions of this Section 9.02However, without the consent of each Holder Noteholder affected, an amendment to this Indenture or waiver, including a waiver pursuant to Section 6.04, the Notes may not: (ia) change the Stated Maturity maturity of the principal of, of or any installment of interest onon any Note (including any payment of Registration Delay Payments (as that term is defined in the Registration Rights Agreement), any Note, or if any); (b) reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereofof, or adversely affect premium, if any, or interest on (including any right payment of repayment at the option of any Holder of Registration Delay Payments any Note, or change any place of payment where, or the currency in which, any Note or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date); (iic) reduce the percentage Interest Rate or interest (including Registration Delay Payments (as that term is defined in principal amount of outstanding Notes the consent of whose Holders is required for Registration Rights Agreement), if any)) on any such supplemental indenture, for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this IndentureNote; (iiid) waive a Default in change the currency of payment of principal of, premium, if any, or interest on, of any Note; (ive) modify Section 4.20 in a manner adverse impair the right to institute suit for the Holdersenforcement of any payment on or with respect to, or conversion of, any Note; or (vf) reduce the percentage in aggregate principal amount of Notes outstanding necessary to modify any of the provisions of or amend this Section 9.02, except to increase any such percentage Indenture or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected therebywaive any past default. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver amendment under this Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby each Holder a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07 and without prior notice to the Holders, the CompanyCompany and the Subsidiary Guarantors, when authorized by its Board their Boards of Directors (as evidenced by a Board Resolution), and the Trustee may amend this Indenture and the Notes with the written consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, and the Holders of not less than a majority in aggregate principal amount of the Notes then outstanding by written notice to the Trustee may waive future compliance by the Company and the Subsidiary Guarantors or any other Restricted Subsidiaries with any provision of this Indenture and or the Notes. Notwithstanding the provisions of this Section 9.02; provided, however, that no such modification, amendment or waiver may, without the consent of each affected Holder affected, an amendment or waiver, including (with respect to any Notes held by a waiver pursuant to Section 6.04, may not:non-consenting Holder): (i1) change the Stated Maturity of the principal of, or any installment of interest on, any Note, or ; (2) reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereofof, or adversely affect any right of repayment at the option of any Holder of interest or premium, if any, on any Note; (3) change the place or currency of payment of principal of, or change interest or premium, if any, on any place of payment where, or the currency in which, any Note or any premium or the interest thereon is payable, or Note; (4) impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of a redemption, on or after the Redemption Date)) on any Note or any Subsidiary Guarantee; (ii5) reduce the percentage in principal amount of outstanding Notes Notes, the consent of whose Holders is required for any such supplemental indenturenecessary to modify or amend this Indenture or the Notes, for any waiver of waive future compliance with certain provisions any provision of this Indenture or certain Defaults and their consequences provided for in this Indenturethe Notes or waive past Defaults; (iii6) waive a Default default in the payment of principal of, or interest or premium, if any, or interest on, any Note; (iv) modify Section 4.20 in a manner adverse to on the HoldersNotes; or (v7) modify release any of Subsidiary Guarantee other than pursuant to the provisions terms of this Section 9.02, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected therebyIndenture. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 The Company and 6.07 and without prior notice to the Holders, the Company, any Guarantors (when authorized by its Board of Directors (as evidenced by a Board Resolution), Resolutions) and the Trustee may amend this Indenture and the Notes Trustee, together, with the written consent of the Holder or Holders of at least a majority in aggregate principal amount of the then outstanding Notes, may amend or supplement this Supplemental Indenture, the Notes and any Guarantees without notice to any other Holders. The Holder or Holders of a majority in aggregate principal amount of the Notes then outstanding, and the Holders of a majority in principal amount of the Notes then outstanding by written notice to the Trustee Notes may waive future compliance by the Company with any provision of this Supplemental Indenture and or the Notes. Notwithstanding Notes without notice to any other Holder (including, without limitation, the provisions of this Section 9.02, without 409). Without the consent of each Holder affected, an amendment however, no amendment, supplement or waiver, including a waiver pursuant to Section 6.04613, may notmay: (i1) reduce the principal amount of the Notes whose Holders must consent to an amendment, supplement or waiver of any provision of this Supplemental Indenture, the Notes or any Guarantees; (2) reduce the rate of or change or have the effect of changing the time for payment of interest, including defaulted interest, on any Notes; (3) reduce the principal of or change or have the effect of changing the Stated Maturity of any Notes; or change the principal of, or date on which any installment of interest on, any NoteNotes may be subject to redemption, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or adversely affect any right of repayment at the option of any Holder of any Note, or change any place of payment where, or the currency in which, any Note or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date)price therefor; (ii4) reduce make any Notes payable in money other than that stated in the percentage Notes; (5) make any change in principal amount of outstanding Notes the consent of whose Holders is required for any such supplemental indenture, for any waiver of compliance with certain provisions of this Supplemental Indenture or certain Defaults and their consequences provided for in this Indenture; (iii) waive a Default in protecting the right of each Holder to receive payment of principal of, premium, if any, and interest on such Notes on or interest onafter the stated due date thereof or to bring suit to enforce such payment, any Note; (iv) modify Section 4.20 or permitting Holders of a majority in a manner adverse principal amount of the then outstanding Notes to the Holderswaive Defaults or Events of Default; or (v6) modify make any of change in the amendment or waiver provisions of this Section 9.02, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected therebydescribed herein. It shall not be necessary for the consent of the Holders under this Section 9.02 902 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 902 becomes effective, the Company shall mail to the Holders affected thereby thereby, with a copy to the Trustee, a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiverindenture.

With Consent of Holders. Subject to Sections 6.04 Except as provided in Section 9.01 and 6.07 and without prior notice to the Holdersthis Section 9.02, the Company, when authorized by its Board of Directors (as evidenced by a Board Resolution), and the Trustee may amend this Indenture and the Notes may be amended with the written consent of the Holders holders of a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange for the Notes) and any past default or compliance with any provisions may also be waived with the consent of the holders of a majority in principal amount of the Notes then outstanding, and the Holders of a majority in principal amount of the Notes then outstanding by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture and the Notes. Notwithstanding the provisions of this Section 9.02However, without the consent of each Holder affectedholder of an outstanding Note affected thereby, an amendment or waiver, including a waiver pursuant to Section 6.04, may not, among other things: (i1) change reduce the amount of Notes whose holders must consent to an amendment; (2) reduce the rate of or extend the time for payment of interest on any Note; (3) reduce the principal of or extend the Stated Maturity of the principal of, or any installment of interest on, any Note, ; (4) change the optional redemption dates or reduce prices or calculations from those described in Section 3.07 or 3.08; (5) make any Note payable in money other than that stated in the principal amount thereof Note; (6) amend the contractual right expressly set forth in this Indenture or the rate of interest thereon or any premium payable upon the redemption thereof, or adversely affect any right of repayment at the option Notes of any Holder holder of any Note, or change any place of payment where, or the currency in which, any Note or any premium or the interest thereon is payable, or impair the right Notes to institute suit for the enforcement of any such payment on or with respect to such holder’s Notes after the any Interest Payment Date, Stated Maturity thereof (oror any redemption date, in the case of redemption, on or after the Redemption Date)as applicable; (ii7) reduce make any change in the percentage amendment provisions which require each holder’s consent or in principal amount the waiver provisions; (8) make any change in the ranking or priority of outstanding Notes any Note or Guarantee that would adversely affect the consent of whose Holders is required for noteholders; or (9) release any such supplemental indentureGuarantor from its Guarantee, for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences except as provided for in this Indenture; (iii) waive a Default in the payment of principal of, premium, if any, or interest on, any Note; (iv) modify Section 4.20 in a manner adverse to the Holders; or (v) modify any of the provisions of this Section 9.02, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07 and without prior notice to the Holders, the Company, when authorized by its Board of Directors (as evidenced by a Board Resolution), and the Trustee may amend this Indenture and the Notes with the written consent of the Holders of a majority in aggregate principal amount at maturity of the Notes then outstanding, and the Holders of a majority in principal amount at maturity of the Notes then outstanding by written notice to the Trustee may waive future aggregate compliance by the Company with any provision of this Indenture and or the Notes. Notwithstanding the provisions of this Section 9.02, without the consent of each Holder affectedaffected thereby, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (i) change the Stated Maturity of the principal of, or any installment of interest on, any Note, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or adversely affect any right of repayment at the option of any Holder of any Note, or change any place of payment where, or the currency in which, any Note or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage in principal amount of outstanding Notes the consent of whose Holders is required for of, or premium, if any, or interest on, any such supplemental indenture, for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this IndentureNote; (iii) waive a Default in change the place or currency of payment of principal of, or premium, if any, or interest on, any Note; (iv) 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; (v) reduce the above-stated percentage of outstanding Notes, the consent of whose Holders is necessary to modify Section 4.20 or amend this Indenture; (vi) waive a default in a manner adverse to the Holderspayment of principal of, premium, if any, or interest on the Notes; or (vvii) modify any of reduce the provisions of this Section 9.02, except to increase any such percentage or to provide that aggregate principal amount at maturity of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with certain other provisions of this Indenture cannot be modified or waived without the consent for waiver of the Holder of each outstanding Note affected therebycertain defaults. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company Trustee shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07 ----------------------- 6.08 and without prior notice to the Holders, the Company, when authorized by its Board of Directors (as evidenced by a Board ResolutionResolution delivered to the Trustee), and the Trustee may amend this Indenture and the Notes with the written consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, and the Holders of a majority in aggregate principal amount of the Notes then outstanding by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture and or the Notes. Notwithstanding the provisions of this Section 9.02, without the consent of each Holder affected, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (i) change the Stated Maturity of the principal of, or any installment of interest on, any Note, or ; (ii) reduce the principal amount thereof of or the rate of interest thereon or on any premium payable upon the redemption thereof, or adversely affect any right of repayment at the option of any Holder of any Note, or Note except as provided in this Indenture; (iii) change any place or currency of payment where, of principal of or the currency in which, interest on any Note or any premium or the interest thereon is payable, or Note; (iv) impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date)any Note; (iiv) reduce the percentage in or principal amount of outstanding Notes the consent of whose Holders is required for any such supplemental indenture, for any waiver of necessary to modify or amend this Indenture or to waive compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in under this Indenture; (iiivi) waive a Default default in the payment of principal of, premium, if any, of or interest on, on any Note; (iv) modify Section 4.20 in a manner adverse to the Holders; or (vvii) modify any of the provisions of this Section 9.02, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 5.04 and 6.07 5.07 of this Indenture and without prior notice to the Holders, the Company, when authorized by its Board of Directors (as evidenced by a Board Resolution), and the Trustee may amend this Indenture Indenture, the Securities and the Notes Security Documents with the written consent of the Holders of a majority in principal amount of the Notes Securities then outstanding, and the Holders of a majority in principal amount of the Notes Securities then outstanding by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture and Indenture, the NotesSecurities or the Security Documents. Notwithstanding the provisions of this Section 9.028.02, without the consent of each Holder affected, an amendment or waiver, including a waiver pursuant to Section 6.045.04, may not: (i) change the Stated Maturity of the principal of, or any installment of interest on, any NoteSecurity, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereofthereon, or adversely affect any right of repayment at the option of any Holder of any NoteSecurity, or change any place of payment where, or the currency in which, any Note or any premium Security or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage in principal amount of the outstanding Notes the consent of whose Holders is Securities required for any such supplemental indenture, for any waiver of compliance with certain provisions of this Indenture or certain Defaults defaults and their consequences provided for in this Indenture; (iii) waive a Default default in the payment of principal of, premium, if any, of or interest on, any Note; (iv) modify Section 4.20 in a manner adverse to the HoldersSecurity; or (viv) modify any of the provisions of this Section 9.028.02, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note Security affected thereby. It shall not be necessary for the consent of the Holders under this Section 9.02 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 8.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures and Security Documents to Holders upon their written request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. (a) Subject to Sections 6.04 and 6.07 and without prior notice to the HoldersSection 6.07, the Company, when authorized by its Board of Directors (as evidenced by a Board Resolution), the Guarantors and the Trustee may amend this Indenture and the Notes Trustee, together, with the written consent of the Holders holder or holders of a majority in aggregate principal amount of the outstanding Notes then outstandingof (including without limitation, and consents obtained in connection with a purchase of, or tender offer or exchange offer for, such Notes), may amend or supplement this Indenture, the Holders Notes or the Note Guarantees, without notice to any other noteholders. Subject to Section 6.07, the holder or holders of a majority in aggregate principal amount of the outstanding Notes then outstanding by written notice to the Trustee may waive future any past default or compliance by the Company with any provision of this Indenture and Indenture, the Notes. Notes or the Note Guarantees without notice to any other noteholders. (b) Notwithstanding the provisions of this Section 9.029.02(a), without the consent of each Holder holder of an outstanding Note affected, an amendment no amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may notmay: (i1) change reduce the amount of Notes whose holders must consent to an amendment; (2) reduce the stated rate of or extend the stated time for payment of interest on any Note; (3) reduce the principal of or extend the Stated Maturity of the principal of, or any installment of interest on, any Note, ; (4) change the optional redemption dates or reduce prices or calculations of Notes from those described under Section 5 of the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or adversely affect any right of repayment at the option of any Holder of any Note, or change any place of payment where, or the currency in which, Notes; (5) make any Note or any premium or the interest thereon is payable, or impair the right to payable in money other than that stated in such Note; (6) institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date)with respect to such holder’s Notes; (ii7) reduce make any change in the percentage amendment provisions which require each holder’s consent or in principal amount of outstanding Notes the consent of whose Holders is required for any such supplemental indenture, for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this Indentureprovisions; (iii) waive a Default 8) make any change in the payment ranking or priority of principal of, premium, if any, any Note or interest on, any Note; (iv) modify Section 4.20 in a manner adverse to Guarantee thereof that would adversely affect the Holdersnoteholders; or (v9) modify release any Guarantor from its Guarantee of the provisions of this Section 9.02such Notes, except as provided for in herein. A consent to increase any such percentage amendment, supplement or to provide that certain other provisions of waiver under this Indenture canby any holder of Notes given in connection with a tender of such holder’s Notes will not be modified or waived without the consent of the Holder of each outstanding Note affected thereby. rendered invalid by such tender. (c) It shall not be necessary for the consent of the Holders holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, waiver but it shall be sufficient if such consent approves the substance thereof. . (d) After an amendment, supplement or waiver under this Section 9.02 9.02(b) becomes effective, the Company shall mail send to the Holders holders affected thereby with a copy to the Trustee a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture amendment, supplement or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07 and With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture (including, without prior notice limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, such series of Securities), by Act of said Holders delivered to the HoldersCompany and the Trustee, the Company, when authorized by its Board of Directors (as evidenced by a Board Resolution), the Subsidiary Guarantors and the Trustee may amend enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture and or of modifying in any manner the Notes with the written consent rights of the Holders of Securities of such series under this Indenture. The Company and the Subsidiary Guarantors may omit in any particular instance to comply with any term, provision, covenant or condition of the Indenture, the Subsidiary Guarantees or the Securities of any series if before or after the time for such compliance the Holders of at least a majority in principal amount of the Notes then outstandingOutstanding Securities of such series shall, by Act of such Holders either waive (including, without limitation, by consent obtained in connection with a purchase of, or tender offer or exchange offer for, such series of Securities) such compliance in such instance or generally waive compliance with such term, provision, covenant or condition, but no such waiver shall extend to or affect such term, provision, covenant or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company, the Subsidiary Guarantors and the Holders of a majority in principal amount duties of the Notes then outstanding by written notice to the Trustee may waive future compliance by the Company with in respect of any provision of this Indenture such term, provision, covenant or condition shall remain in full force and the Noteseffect. Notwithstanding the provisions of this Section 9.02However, no such supplemental indenture or waiver shall, without the consent of the Holder of each Holder affected, an amendment or waiver, including a waiver pursuant to Section 6.04, may notOutstanding Security affected thereby: (i1) change the Stated Maturity of the principal of, or any installment of interest payable on, any NoteOutstanding Security, or reduce the principal amount thereof of or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of principal of an Original Issue Discount Security that would be due and payable upon redemption or acceleration or would be provable in bankruptcy, or adversely affect any right of repayment at of the option of any Holder of any Note, Outstanding Security or change any place the Place of payment where, Payment or the coin or currency in which, any Note Outstanding Security or any premium principal (and premium, if any) or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date);; or (ii2) reduce the premium payable upon the repurchase of any Security or change the time at which any Security may be repurchased as described under Article 12, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise (except amendments to the definition of “Change of Control”); or (3) modify the Subsidiary Guarantees in any manner adverse to the Holders; or (4) reduce the percentage in principal amount of outstanding Notes the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions any term, provision, covenant or condition of this Indenture or certain Defaults defaults hereunder and their consequences or reduce the quorum or voting requirements provided for in this Indenture; (iii) waive a Default in the payment of principal of, premium, if any, or interest on, any Note; (iv) modify Section 4.20 in a manner adverse to the Holders; or (v5) modify any of the provisions of this Section 9.02or Section 513, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 513, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(9). A supplemental indenture or waiver which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for the consent any Act of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement supplemental indenture or waiver, but it shall be sufficient if such consent approves Act shall approve the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07 and without prior notice to the HoldersExcept as provided below in this Section 9.2, (i) the Company, when authorized by its Board of Directors (as evidenced by a Board Resolution), the Guarantors and the Trustee may amend this Indenture amend, supplement or otherwise modify the Note Documents with the consent of the Required Holders (including consents obtained before or after a Change of Control or in connection with a purchase of, or tender offer or exchange offer for, the Notes) and (ii) subject to Section 6.4 and 6.7 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes (which shall be considered waived only with respect to Notes held by consenting Holders), except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of the Note Documents may be waived with the written consent of the Required Holders (including consents obtained before or after a Change of Control or in connection with a purchase of or tender offer or exchange offer for, the Notes). Notwithstanding anything in this Section 9.2 or the definition of “Required Holders” to the contrary, for purposes of determining whether the Required Holders have (i) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of the terms of the Note Documents or any departure by the Company or any Guarantor therefrom, unless the action in question affects any Affiliated Holder in its capacity as a Holder in a disproportionately adverse manner relative to its effect on the other Holders, or any plan of reorganization pursuant to any applicable bankruptcy, insolvency or similar proceeding, (ii) otherwise acted on any matter related to the Note Documents or (iii) directed or required the Trustee, or any Holder to undertake any action (or refrain from taking any action) with respect to or under the Note Documents, no Affiliated Holder shall have any right to consent (or not consent), otherwise act or direct or require the Trustee or any Holder to take (or refrain from taking) any such action and: (A) all Notes held by any Affiliated Holders shall be deemed to be not outstanding for all purposes of calculating whether the Required Holders have taken any actions; and (B) all Notes held by Affiliated Holders shall be deemed to be not outstanding for all purposes of calculating whether all Holders have taken any action unless the action in question affects such Affiliated Holder in its capacity as a Holder in a disproportionately adverse manner relative to its effect on other Holders. Notwithstanding anything to the contrary in this Article IX or the definition of “Required Holders” or otherwise in this Indenture, for purposes of determining whether the Required Holders have (i) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of the terms of the Note Documents or any departure by the Company or any Guarantor therefrom, (ii) otherwise acted on any matter related to the Note Documents or (iii) directed or required the Trustee or any Holder to undertake any action (or refrain from taking any action) with respect to or under the Note Documents, all Notes held or beneficially owned by Debt Fund Affiliates may not account for more than 49.9% (pro rata among such Debt Fund Affiliates) of the Notes of consenting Holders included in determining whether the Required Holders have consented to any action pursuant to this Article IX or otherwise in this Indenture. In connection with any action under the Note Documents that requires a determination of whether the Required Holders or any of the Holders, as applicable, have consented to such action or otherwise acted on any matter or directed the Trustee to undertake any action (or refrain from taking any action), the Company shall identify the amount of Notes held or beneficially owned by an Affiliated Holder or a Debt Fund Affiliate in an Officer’s Certificate delivered to the Trustee, upon which the Trustee shall be entitled to conclusively rely without investigation. For purposes of determining whether the Trustee is entitled to rely on consents, actions or directions of Holders, only those Notes which have been identified to the Trustee in an Officer’s Certificate as being held or beneficially owned by an Affiliated Holder or Debt Fund Affiliate shall be disregarded. In the absence of such Officer’s Certificate, the Trustee shall treat the definitions of Affiliated Holder and Debt Fund Affiliate provisions as being inapplicable. Upon the request of the Company, and upon the delivery to the Trustee of evidence of the consent of the Holders of a majority in principal amount Notes as aforesaid, and upon receipt by the Trustee of the Notes then outstandingdocuments described in Sections 9.6 and 13.2 hereof, the Trustee shall join with the Company and the Holders Guarantors in the execution of a majority such amended or supplemental indenture or other amendment to the Note Documents unless such amended or supplemental indenture or other amendment to the Note Documents affects the Trustee’s own rights, duties, liabilities or immunities under this Indenture or otherwise, in principal amount of the Notes then outstanding by written notice to which case the Trustee may waive future compliance by in its discretion, but will not be obligated to, enter into such amended or supplemental indenture or other amendment to the Company with any provision of this Indenture and the NotesNote Documents. Notwithstanding the provisions of this Section 9.02, without Without the consent of each directly and adversely affected Holder affectedof Notes, an amendment amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may not, with respect to any Notes issued thereunder and held by a nonconsenting Holder: (i1) change reduce the principal amount of such Notes whose Holders must consent to an amendment; (2) reduce the stated rate of or extend the stated time for payment of interest on any such Note (other than provisions relating to Section 3.5 and Section 3.9 hereof); (3) reduce the principal of or extend the Stated Maturity of the principal of, or any installment of interest on, any Note, or such Note (other than provisions relating to Section 3.5 and Section 3.9 hereof); (4) reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereofof any such Note or change the time at which any such Note may be redeemed, or adversely affect in each case as set forth in Section 5.6 hereof; (5) make any such Note payable in currency other than that stated in such Note; (6) impair the contractual right of repayment at the option of any Holder to receive payment of any Note, principal and interest on such Holder’s Notes on or change any place of payment where, after the due dates therefor or the currency in which, any Note or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after with respect to such Holder’s Notes (and, for the Stated Maturity thereof avoidance of doubt, the amendment, supplement or modification in accordance with the terms of this Indenture of Articles III and IV and clauses (or3), in (4), (5) and (6) of Section 6.1(a) hereof and the case related definitions shall be deemed not to impair the contractual right of redemption, any Holder to receive payment of principal of and interest on such Holder’s Notes on or after the Redemption Datedue dates therefor or to institute suit for the enforcement of any such payment on or with respect to such Holder’s Note); (ii) reduce the percentage in principal amount of outstanding Notes the consent of whose Holders is required for any such supplemental indenture, for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this Indenture; (iii7) waive a Default in or Event of Default with respect to the nonpayment of principal, premium or interest (except pursuant to a rescission of acceleration of the Notes outstanding by the Required Holders and a waiver of the payment of principal of, premium, if any, or interest on, any Notedefault that resulted from such acceleration); (iv8) make any change in the amendment or waiver provisions which require the Holders’ consent described in this Section 9.2; or (9) except as not prohibited by this Indenture, modify Section 4.20 the Note Guarantees of any Significant Subsidiary in a any manner materially adverse to the Holders; or (v) modify any of the provisions of this Section 9.02, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby. It shall not be necessary for the The consent of the Holders is not necessary under this Section 9.02 Indenture to approve the particular form of any proposed amendment, amendment or supplement or waiver, but it shall be of any Note Document. It is sufficient if such consent approves the substance thereofof the proposed amendment or supplement. After an A consent to any amendment, supplement or waiver under the Indenture by any Holder of Notes given in connection with a tender of such Holder’s Notes will not be rendered invalid by such tender. After an amendment or supplement under this Section 9.02 9.2 becomes effective, the Company shall mail send to the Holders affected thereby a notice briefly describing the amendment, supplement such amendment or waiversupplement. The Company will mail supplemental indentures failure to Holders upon request. Any failure of the Company give such notice to mail such noticeall Holders, or any defect therein, shall not, however, in any way not impair or affect the validity of any such supplemental indenture an amendment or waiversupplement.

With Consent of Holders. Subject to Sections 6.04 and 6.07 and without prior notice to With the Holders, the Company, when authorized by its Board of Directors (as evidenced by a Board Resolution), and the Trustee may amend this Indenture and the Notes with the written consent of the Holders of not less than a majority in aggregate principal amount of the Notes then at the time outstanding, the Company, the Guarantor and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture with respect to the Notes or any supplemental indenture or modifying in any manner the rights of the Holders of a majority in principal amount of the Notes then outstanding by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture and the Notes. Notwithstanding the provisions of this Section 9.02; provided that no such supplemental indenture shall, without the consent of each Holder so affected, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (ia) change the Stated Maturity of the principal of, or premium, if any, or any installment of interest interest, if any, on, any Notethe Notes, or reduce the principal amount thereof or the premium, if any, thereon or the rate (or modify the calculation of such rate) of interest thereon thereon, or any premium reduce the amount payable upon redemption thereof at the redemption thereofoption of the Company, or adversely affect any the right of repayment at of the option of any Holder of any NoteHolder, or change any the place of payment where, where or the coin or currency in whichwhich the principal of, any Note or any premium or interest on the interest thereon Notes is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date)) in each case as such Stated Maturity, Redemption Date or date for repayment may, if applicable, be extended in accordance with the terms of the Notes, or release the Guarantor from any of the obligations under the Guarantee; (iib) reduce the percentage in aggregate principal amount of outstanding Notes the Notes, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain Defaults hereunder and their consequences consequences) provided for in this Section 6.13 of the Base Indenture, or reduce the requirements of Section 14.4 for quorum or voting; (iii) waive a Default in the payment of principal of, premium, if any, or interest on, any Note; (iv) modify Section 4.20 in a manner adverse to the Holders; or (vc) modify any of the provisions of this Section 9.02, or Section 6.13 of the Base Indenture except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby; (d) modify or affect in any manner adverse to the Holders the terms and conditions of the Company’s obligations in respect of the payment of principal and interest on the Notes; or (e) release the Guarantor from its Note Guarantee other than as provided in the Indenture or modify the Note Guarantee in any manner adverse to the Holders. Upon the written request of the Company, accompanied by a copy of the resolutions of the Board of Directors certified by the Guarantor’s Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under the Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Holders under this Section 9.02 12.2 to approve the particular form of any proposed amendment, supplement or waiversupplemental indenture, but it shall be sufficient if such consent approves shall approve the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07 and without prior notice to the Holders, the Company, when authorized by its Board of Directors (as evidenced by a Board Resolution), The Company and the Trustee may amend this Indenture and or the Notes Securities without notice to any Securityholder but with the written consent of the Holders of at least a majority in aggregate principal amount at maturity of the Notes then outstanding, and the Holders of a majority in principal amount of the Notes Securities then outstanding by written notice to (including consents obtained in connection with a tender offer or exchange offer for the Trustee may waive future compliance by the Company with any provision of this Indenture and the NotesSecurities). Notwithstanding the provisions of this Section 9.02However, without the consent of each Holder affectedSecurityholder affected thereby, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (ia) change the Stated Maturity of the principal of, or Accreted Value of, or any installment of interest (including Additional Interest) on, any NoteSecurity, or reduce the principal amount at maturity or Accreted Value thereof or the rate of interest (including Additional Interest, if any) thereon or any premium payable upon the redemption thereof, or adversely affect any right of repayment at change the option coin or currency in which the principal of any Holder of any Note, or change any place of payment where, or the currency in which, any Note Security or any premium or the interest (including Additional Interest) thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Dateredemption date);; or (iib) reduce the amount of, or change the coin or currency of, or impair the right to institute suit for the enforcement of, the Change of Control Purchase Price; or (c) reduce the percentage in principal amount at maturity of the outstanding Notes Securities, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain Defaults defaults hereunder and their consequences consequences) provided for in this Indenture; (iii) waive a Default in the payment of principal of, premium, if any, or interest on, any Note; (iv) modify Section 4.20 in a manner adverse to the Holders; or (vd) modify any of the provisions of this Section 9.02or Sections 6.04, 6.07 and 4.13, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note Security affected thereby. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver amendment under this Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby Securityholders a notice briefly describing the such amendment, supplement or waiver. The Company will mail supplemental indentures failure to Holders upon request. Any failure of the Company give such notice to mail such noticeall Securityholders, or any defect therein, shall not, however, in any way not impair or affect the validity of any such supplemental indenture or waiveran amendment under this Section.

With Consent of Holders. Subject to Sections 6.04 and 6.07 and without prior notice to the Holders, the Company, when authorized by its Board of Directors (as evidenced by a Board ResolutionResolution delivered to the Trustee), and the Trustee may amend this Indenture Indenture, the Pledge Agreement and the Notes with the written consent of the Holders of not less than a majority in aggregate principal amount of the Notes then outstanding, and the Holders of a majority in aggregate principal amount of the Notes then outstanding by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture and Indenture, the Pledge Agreement or the Notes. Notwithstanding the provisions of this Section 9.02, without the consent of each Holder affected, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (i) change the Stated Maturity of the principal of, or any installment of interest on, any Note, or ; (ii) reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereofof, premium, if any, or adversely affect any right of repayment at the option of any Holder of interest on any Note, or ; (iii) change any place or currency of payment whereof principal of, premium, if any, or the currency in whichinterest on, any Note or any premium or the interest thereon is payable, or Note; (iv) impair the right of such Holder to institute suit for the enforcement of any such payment of principal, premium or interest on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date)) of any Note; (iiv) reduce the percentage in or principal amount of outstanding Notes the consent of whose Holders is required for any such supplemental indenture, for any waiver of necessary to modify or amend this Indenture or to waive compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in under this Indenture; (iiivi) waive a Default default in the payment of principal of, premium, if any, or interest on, any Note; (ivvii) modify Section 4.20 in a manner adverse the Pledge Agreement to release any collateral subject to the HoldersPledge Agreement (other than as contemplated thereby); or (vviii) modify any of the provisions of this Section 9.02, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07 and without prior notice to the Holders, the Company, when authorized by its Board of Directors (as evidenced by a Board ResolutionResolution delivered to the Trustee), the Subsidiary Guarantors (in their capacity as Guarantors) and the Trustee may amend this Indenture and the Notes with the written consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, and the Holders of a majority in aggregate principal amount of the Notes then outstanding by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture and or the Notes. Notwithstanding the provisions of this Section 9.02, without the consent of each Holder affected, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (i) change the Stated Maturity of the principal of, or any installment of interest on, any Note, or ; (ii) reduce the principal amount thereof of, or premium, if any, or interest on, (including any amount in respect of original issue discount), any Note; (iii) change the rate optional redemption dates or optional redemption prices of the Notes from that stated in Section 3.01; (iv) change the place or currency of payment of principal of, or premium, if any, or installment of interest thereon or any premium payable upon the redemption thereofon, or adversely affect any right of repayment at the option of any Holder of any Note, or change any place of payment where, or the currency in which, any Note or any premium or the interest thereon is payable, or ; (v) impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date)) of any Note; (ii) reduce the percentage in principal amount of outstanding Notes the consent of whose Holders is required for any such supplemental indenture, for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this Indenture; (iiivi) waive a Default in the payment of principal of, premium, if any, or interest on, any Noteon the Notes; (ivvii) release any Subsidiary Guarantor from its Note Guarantee, except as provided in this Indenture; (viii) amend, change or modify the obligation of the Company to make and consummate an Offer to Purchase under Section 4.20 4.05 after a Change of Control has occurred, including, in each case, amending, changing or modifying any definition relating thereto after a manner adverse to the HoldersChange of Control has occurred; or (vix) modify any of reduce the provisions of this Section 9.02, except to increase any such percentage or to provide that aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for any supplemental indenture or for waiver of compliance with certain other provisions of this Indenture cannot be modified or waived without the consent for waiver of the Holder of each outstanding Note affected therebycertain Defaults and their consequences provided for in this Indenture. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 7.05 and 6.07 and 7.08, without prior notice to the any Holders, the Company, when authorized by its Board of Directors (as evidenced by a Board Resolution), the Guarantor and the Trustee may amend this Indenture Indenture, the Guarantee and the Notes Convertible Securities of any series with the written consent of the Holders of a majority in principal amount of the Notes then outstandingoutstanding Convertible Securities of all series affected by such amendment (all such series voting as one class), and the Holders of a majority in principal amount of the Notes then outstanding Convertible Securities of all series affected thereby (all such series voting as one class) by written notice to the Trustee may waive future compliance by the Company and the Guarantor with any provision of this Indenture and Indenture, the NotesGuarantee or the Convertible Securities of such series. Notwithstanding the provisions of this Section 9.0210.02, without the consent of each Holder affectedaffected thereby, an amendment or waiver, including a waiver pursuant to Section 6.047.05, may not: (ia) change extend the Stated Maturity stated maturity of the principal of, Principal of or any installment of interest on, any Notesuch Holder’s Convertible Security, or reduce the principal amount Principal thereof or the rate of interest thereon or any premium payable upon the redemption thereofthereon, or adversely affect the rights of such Holder under any mandatory redemption, repurchase, exchange or conversion provision or any right of repayment redemption or repurchase at the option of any such Holder of any Noteor the amount thereof provable in bankruptcy, insolvency or similar proceeding, or change any place of payment where, or the currency in which, any Note or any premium Principal or the interest thereon is payable, modify any right, as defined in any applicable indenture supplemental hereto, to convert or exchange such Holder’s Convertible Security for another security to the detriment of the Holder, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date)due date therefor; (iib) reduce the percentage in principal amount of outstanding Notes Convertible Securities of the relevant series the consent of whose Holders is required for any such supplemental indenture, or for any waiver of compliance with certain provisions of this Indenture or certain Defaults Defaults, Events of Default, other defaults or Covenant Enforcement Events and their consequences provided for in this Indenture; (iiic) waive a Default in the payment of principal of, premium, if any, Principal of or interest on, on any Note; (iv) modify Section 4.20 in a manner adverse Convertible Security of such Holder by the Company or the Guarantor pursuant to the Holdersterms of the Guarantee endorsed thereon; or (vd) modify any of the provisions of this Section 9.0210.02, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note Convertible Security affected thereby. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Convertible Securities, or which modifies the rights of Holders of Convertible Securities of such series with respect to such covenant or provision, including provisions relating to the conversion of the Convertible Securities, shall be deemed not to affect the rights under this Indenture of the Holders of Convertible Securities of any other series or of the Coupons appertaining to such Convertible Securities. It shall not be necessary for the consent of the Holders any Holder under this Section 9.02 10.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 10.02 becomes effective, the Company shall mail give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. Notwithstanding anything in this Section 10.02 to the contrary, on or after a Substitution Date, if Swiss law then so requires, the mandatory provisions of Swiss law in relation to meetings of Holders shall apply and prevail, where necessary in order to comply with mandatory Swiss law, in the case of any conflict with the provisions of this Section 10.02.

With Consent of Holders. Subject to Sections 6.04 and 6.07 and without prior notice to the HoldersThe Company, the Company, when authorized by its Board of Directors (as evidenced by a Board Resolution), Guarantors and the Trustee may modify or amend this Indenture and or the Notes Securities or the Guarantees without notice to any Holder but with the written consent of the Holders of not less than a majority in aggregate principal amount of the Notes then outstanding, and the Holders of a majority in principal amount of the Notes Securities then outstanding by written notice to (including consents obtained in connection with a tender offer or exchange offer for the Trustee may waive future compliance by the Company with any provision of this Indenture and the NotesSecurities). Notwithstanding the provisions of this Section 9.02However, without the consent of each Holder affectedaffected thereby, an a modification or amendment or waiver, including a waiver pursuant to Section 6.04, may not: (ia) change the Stated Maturity of the principal of, or any installment of interest (including Additional Interest) on, any NoteSecurity, or reduce the principal amount thereof or the rate of interest (including Additional Interest, if any) thereon or any premium payable upon the redemption thereof, or adversely affect any right of repayment at change the option coin or currency in which the principal of any Holder of any Note, or change any place of payment where, or the currency in which, any Note Security or any premium or the interest (including Additional Interest) thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Dateredemption date); (iib) reduce the amount of, or change the coin or currency of, or impair the right to institute suit for the enforcement of, the Change of Control Purchase Price; (c) reduce the percentage in principal amount of the outstanding Notes Securities, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain Defaults defaults hereunder and their consequences consequences) provided for in this Indenture; (iii) waive a Default in the payment of principal of, premium, if any, or interest on, any Note; (iv) modify Section 4.20 in a manner adverse to the Holders; or (vd) modify any of the provisions of this Section 9.02or Sections 6.04, 6.07 and 4.14, except to increase any the percentage of outstanding Securities the consent of whose Holders is required for such percentage actions or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note Security affected thereby. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver amendment under this Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the such amendment, supplement or waiver. The Company will mail supplemental indentures failure to Holders upon request. Any failure of the Company give such notice to mail such noticeall Holders, or any defect therein, shall not, however, in any way not impair or affect the validity of any such supplemental indenture or waiveran amendment under this Section.

With Consent of Holders. Subject to Sections 6.04 and 6.07 and without Without prior notice to the Holders, the Company, when authorized by its Board of Directors (as evidenced by a Board Resolution), and the Trustee may amend this Indenture and the Notes any Holder but with the written consent of the Holders of a majority in of the aggregate principal amount of the Notes then outstandingOutstanding Securities of each series adversely affected by such supplemental indenture (with the Securities of each series voting as a class), the Company and the Trustee may enter into an indenture or indentures supplemental hereto to add any provisions to or to change or eliminate any provisions of this Indenture or of any other indenture supplemental hereto or to modify the rights of the Holders of a majority in principal amount Securities of the Notes then outstanding by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture and the Notes. Notwithstanding the provisions of this Section 9.02each such series; provided, however, that without the consent of the Holder of each Holder affectedOutstanding Security adversely affected thereby, an amendment or waiver, including a waiver pursuant to supplemental indenture under this Section 6.04, may not: (i1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any NoteSecurity, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or adversely affect any right reduce the amount of repayment at the option principal of any Holder an Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of any Noteacceleration of the Maturity thereof pursuant to Section 5.2, or change any place Place of payment Payment where, or the coin or currency in which, which any Note Securities or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date); (ii2) reduce the percentage in principal amount of outstanding Notes the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain Defaults defaults hereunder and their consequences provided for in this Indenture; (iii3) waive a Default in the payment of principal of, premium, if any, or interest on, any Note; (iv) modify Section 4.20 in a manner adverse except to the Holders; or (v) modify extent provided in Section 8.1(11), make any of the provisions of change in Section 5.7 or this Section 9.02, 8.2 except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby. It shall not be necessary for except with the consent of the Holders of each Outstanding Security affected thereby, provided, however, that this clause shall not be deemed to require the consent of any Holders with respect to changes in the references to the "Trustee" and concomitant changes in this Section, in accordance with the requirements of Sections 6.10(b) and 8.1(11); (4) release any guarantors from their guarantees of the Securities, or, except as contemplated in any supplemental indenture, make any change in a guarantee of a Security that would adversely affect the interests of the Holders; or (5) modify the ranking or priority of the Securities. For the purposes of this Section 8.2, if the Securities of any series are issuable upon the exercise of warrants, any holder of an unexercised and unexpired warrant with respect to such series shall not be deemed to be a Holder of Outstanding Securities of such series in the amount issuable upon the exercise of such warrants. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It is not necessary under this Section 9.02 8.2 for the Holders to approve consent to the particular form of any proposed amendment, supplement or waiversupplemental indenture, but it shall be is sufficient if such they consent approves to the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07 and without prior notice to the Holders, the Company, when authorized by its Board of Directors (as evidenced by a Board Resolution), and the Trustee may amend this Indenture and the Notes with the written consent of the Holders of not less than a majority in principal amount of the Notes then outstanding, and the Holders of not less than a majority in principal amount of the Notes then outstanding by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture and or the Notes. Notwithstanding the provisions of this Section 9.02, without the consent of each Holder affected, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (i) change the Stated Maturity stated maturity of the principal of, or any installment of interest on, any Note, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or adversely affect any right of repayment at the option of any Holder of any Note, or change any place of payment where, or the currency in which, any Note or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage in principal amount of outstanding Notes the consent of whose Holders is required for of, or premium, if any, or interest on, any such supplemental indenture, for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this IndentureNote; (iii) waive a Default in change the place or currency of payment of principal of, or premium, if any, or interest on, any Note; (iv) impair the right to institute suit for the enforcement of any payment on a Note on or after the stated maturity thereof (or, in the case of a redemption, on or after the redemption date) of any Note; (v) reduce the above-stated percentage of outstanding Notes the consent of whose Holders is necessary to modify Section 4.20 or amend this Indenture; (vi) waive a default in a manner adverse to the Holderspayment of principal of, premium, if any, or interest on the Notes; (vii) reduce the percentage of aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with certain provisions of the Indenture or for waiver of certain defaults; or (vviii) modify any of the provisions of this Section 9.02, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture amendment, supplement or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07 and without prior notice to the Holders(a) The Issuer may amend, the Company, when authorized by its Board of Directors (as evidenced by a Board Resolution), and the Trustee may amend this Indenture and supplement or otherwise modify the Notes Documents with the written consent of the Holders of a majority in principal amount of the Notes then outstandingoutstanding (including consents obtained in connection with a purchase of, and or tender offer or exchange offer for, Notes) and, unless otherwise provided for in this Indenture, any default or compliance with any provisions thereof may be waived with the consent of the Holders of a majority in principal amount of the Notes then outstanding by written notice to (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes); provided, however, that if any amendment, supplement or waiver will only affect the Trustee 2023 Notes or the 2026 Notes, only the consent of the Holders of a majority in principal amount of the then outstanding 2023 Notes or 2026 Notes (and not the consent of Holders of a majority in principal amount of all Notes then outstanding), as the case may waive future compliance by the Company with any provision of this Indenture and the Notesbe, shall be required. Notwithstanding the provisions of this Section 9.02However, without the consent of each Holder affectedof Notes affected (provided, however, that if any amendment, supplement or waiver will only affect the 2023 Notes or 2026 Notes, only the consent of each Holder of the outstanding 2023 Notes or 2026 Notes (and not the consent of each Holder of Notes then outstanding), as the case may be, shall be required) (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), an amendment amendment, supplement or waiver may not, with respect to any Notes held by a non-consenting Holder: (1) reduce the principal amount of such Notes whose Holders must consent to an amendment, waiver, including supplement or modification; (2) reduce the stated rate of or extend the stated time for payment of interest on any such Note (other than, for the avoidance of doubt, any payment pursuant to a waiver Change of Control Offer or pursuant to Section 6.04, may not:4.08); (i3) change the Stated Maturity of reduce the principal of, or any installment of interest onextend the Stated Maturity of, any such Note, or ; (4) reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereofof any such Note or change the time at which any such Note may be redeemed, in each case under Section 3.07 (other than, for the avoidance of doubt, any payment pursuant to a Change of Control Offer or adversely affect pursuant to Section 4.08); (5) make any such Note payable in money other than that stated in such Note (except to the extent the currency stated in such Notes has been succeeded or replaced pursuant to applicable law); (6) impair the right of repayment at the option of any Holder to receive payment of any Note, principal of and interest on such Holder’s Notes on or change any place of payment where, after the due dates therefor or the currency in which, any Note or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after with respect to such Holder’s Notes (it being understood that this Section 9.02(a)(6) will not apply to Section 4.03 or Section 4.08 except to the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Dateextent payments thereunder are at such time due and payable); (ii7) reduce [Reserved]; (8) waive a Default or Event of Default with respect to the percentage nonpayment of principal, premium or interest on such Notes (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of outstanding such Notes the consent of whose Holders is required for any such supplemental indenture, for any and a waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this Indenture; (iii) waive a Default in the payment of principal of, premium, if any, or interest on, any Note; (iv) modify Section 4.20 in a manner adverse to the Holdersdefault that resulted from such acceleration); or (v9) modify make any of change in the amendment or waiver provisions of which require the Holders’ consent described in this Section 9.029.02(a). (b) In addition, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder at least 75% in aggregate principal amount of each outstanding Note affected thereby. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendmentNotes then outstanding, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an no amendment, supplement or waiver may release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture. (c) In formulating its decision on the matters described in Section 9.02 becomes effective9.02(a), the Company Trustee shall mail be entitled to the Holders affected thereby a notice briefly describing the amendmentrequire and rely absolutely on such evidence as it deems necessary, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure including Officer’s Certificates and Opinions of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiverCounsel.

With Consent of Holders. Subject to Sections (a) Except as provided in Section 9.02(b) below and Section 6.04 and 6.07 and without prior notice prejudice to the HoldersSection 9.01, the CompanyIssuers, when authorized by its Board of Directors (as evidenced by a Board Resolution), the Guarantors and the Trustee may may: (i) modify, amend or supplement this Indenture and Indenture, the Notes Security Documents or the Notes; or (ii) waive compliance by the Issuers with any provision of this Indenture, the Security Documents or the Notes, with the written consent of the Holders of not less than a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or in exchange 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 not less than a majority in principal amount of the then outstanding Notes of such series shall be required. (b) Without the consent of the Holders of 90% of the outstanding Notes (provided, however, that if any amendment, waiver or other modification will only affect one series of the Notes, only the consent of the holders of at least 90% of the aggregate principal amount of such series shall be required (and not the consent of at least 90% of the aggregate principal amount of all Notes then outstanding)), and the Holders of with respect to any such Notes held by a majority in principal amount of the Notes then outstanding by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture and the Notes. Notwithstanding the provisions of this Section 9.02non-consenting Holder, without the consent of each Holder affectedno amendment, an amendment modification, supplement or waiver, including a waiver pursuant to Section 6.046.04 and an amendment, may notmodification or supplement pursuant to Section 9.01, may: (i) change the Stated Maturity of the principal of, or any installment of any Additional Amounts or interest on, any Note, or ; (ii) reduce the principal amount thereof of any Note (or Additional Amounts or premium, if any) or the rate of or change the time for payment of interest thereon or any premium payable upon the redemption thereof, or adversely affect any right of repayment at the option of any Holder of on any Note, ; (iii) change the coin or change any place of payment where, or the currency in which, which the principal of any Note or any premium or any Additional Amounts or the interest thereon is payable, or ; (iv) impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date); (iiv) reduce the percentage in principal amount of the outstanding Notes Notes, the consent of whose Holders is required for any such supplemental indentureamendment or supplement to, for any or waiver of or compliance with with, certain provisions of this Indenture or certain Defaults and their consequences provided for in this Indenture; (iii) waive a Default in the payment of principal of, premium, if any, or interest on, any Note; (iv) modify Section 4.20 in a manner adverse to the Holders; or (vvi) modify any of the provisions of this Section 9.02Article Nine or any provisions herein relating to the waiver of past defaults or relating to the waiver of certain covenants, except to increase any the percentage of outstanding Notes required for such percentage actions or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby. It shall not be necessary for ; (vii) make any change to the Intercreditor Agreement (or any Additional Intercreditor Agreement) or any provisions of this Indenture affecting the ranking of the Notes or the Guarantees, in each case in a manner that adversely affects the rights of the Holders or directly or indirectly release the Liens on the Collateral except as permitted by this Indenture, the Intercreditor Agreement (or any Additional Intercreditor Agreement) and the Security Documents; or (viii) make any change in Section 4.12 that adversely affects the rights of any Holder or amend the terms of the Notes or this Indenture in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the Issuers or the Guarantors agree to pay Additional Amounts (if any) in respect thereof in the supplemental indenture. (c) The consent of the Holders will not be necessary under this Section 9.02 Indenture to approve the particular form of any proposed amendment, supplement modification, supplement, waiver or waiver, but it shall be consent. It is sufficient if such consent approves the substance thereof. After an of the proposed amendment, supplement modification, supplement, waiver or consent. A consent to any amendment or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby Indenture by any Holder given in connection with a notice briefly describing the amendment, supplement or waiver. The Company tender of such Holder’s Notes will mail supplemental indentures to Holders upon request. Any failure of the Company to mail not be rendered invalid by such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waivertender.

With Consent of Holders. Subject to Sections 6.04 and 6.07 and without prior notice to the HoldersExcept as provided below in this Section 11.2, this Indenture, the CompanySecurities and the Subsidiary Guarantees may be amended, when authorized by its Board of Directors (as evidenced by a Board Resolution)modified or supplemented, and noncompliance in any particular instance with any provision of this 57 Indenture, the Trustee Securities or Subsidiary Guarantees may amend this Indenture and the Notes be waived, in each case with the written consent of the Holders of a majority in principal amount of Majority Holders. Without the Notes then outstanding, and written consent or the Holders of a majority in principal amount of the Notes then outstanding by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture and the Notes. Notwithstanding the provisions of this Section 9.02, without the consent affirmative vote of each Holder affectedof Securities affected thereby, an amendment or waiver, including a waiver pursuant to under this Section 6.04, 11.2 may not: (ia) change the Stated Maturity of the principal amount of, or the date any installment of interest interest, or the payment of Liquidated Damages, is due on, any Note, or Security; (b) reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereofof, or adversely affect any right of repayment at the option of any Holder of any Note, or change any place of payment whereinterest, or the currency in whichpayment of Liquidated Damages payable on, any Note Security; (c) make any change that impairs the conversion rights of any Securities under Article XIII; (d) reduce the Repurchase Price, the Fundamental Change Repurchase Price, the Optional Redemption Price, the Redemption Premium or the Make-Whole Premium of any Security or amend or modify in any manner adverse to the Holders of Securities the Company's obligation to make such payments; (e) modify the provisions of Section 4.1 in any manner adverse to the Holders of Securities; (f) reduce the quorum or voting requirements under this Indenture; (g) change the currency of any amount owed or owing under the Security or any premium or the interest thereon is payable, or from U.S. Dollars; (h) impair the right of any Holder, or the percentage of Holders required hereunder, to institute suit or give instructions or directions to the Trustee for the enforcement of any such payment on or after the Stated Maturity thereof (orwith respect to, in the case of redemptionor conversion of, on or after the Redemption Date)any Security; (ii) reduce the percentage in principal amount of outstanding Notes the consent of whose Holders is required for any such supplemental indenture, for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this Indenture; (iii) waive a Default in the payment of principal of, premium, if any, or interest on, any Note; (iv) modify Section 4.20 in a manner adverse to the Holders; or (vi) modify any of the provisions of this Section 9.0211.2 or Section 8.4 (Waiver of Past Defaults), except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note Security affected thereby; or (j) reduce the percentage of the principal amount of the outstanding Securities the consent of whose Holders is required for any such supplemental indenture or the consent of whose Holders is required for any waiver provided for in this Indenture. It 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 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 shall mail to the Holders affected thereby each Holder a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07 and without prior notice to the Holders, the Company, when authorized by its Board of Directors (as evidenced by a Board ResolutionResolution delivered to the Trustee), the Subsidiary Guarantors and the Trustee may amend this Indenture and the Notes with the written consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, and the Holders of a majority in aggregate principal amount of the Notes then outstanding by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture and or the Notes. Notwithstanding the provisions of this Section 9.02, without the consent of each Holder affected, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (i) change the Stated Maturity of the principal of, or any installment of interest on, any Note, or ; (ii) reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereofof, or adversely affect any right of repayment at the option of any Holder of premium, if any, or interest on, any Note; (iii) change the optional redemption dates or optional redemption prices of the Notes from that stated in Section 3.01; (iv) change the place or currency of payment of principal of, or change any place of payment wherepremium, if any, or the currency in whichinterest on, any Note or any premium or the interest thereon is payable, or Note; (v) impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date)) of any Note; (ii) reduce the percentage in principal amount of outstanding Notes the consent of whose Holders is required for any such supplemental indenture, for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this Indenture; (iiivi) waive a Default in the payment of principal of, premium, if any, or interest on, any Noteon the Notes; (iv) modify Section 4.20 in a manner adverse to the Holders; or (vvii) modify any of the provisions of this Section 9.02, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby; (viii) release any Subsidiary Guarantor from its Note Guarantee, except as provided in this Indenture; (ix) amend, change or modify the obligation of the Company to make and consummate an Offer to Purchase under Section 4.05 after a Change of Control has occurred, including, in each case, amending, changing or modifying any definition relating thereto; or (x) 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. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 7.04 and 6.07 and 7.07, without prior notice to the any Holders, the Company, when authorized by its Board of Directors (as evidenced by a Board Resolution), Company and the Trustee may amend this Indenture and the Notes Securities of any series with the written consent of the Holders of a majority in principal Principal amount of the Notes then outstandingoutstanding Securities of each series affected by such amendment, and the Holders of a majority in principal Principal amount of the Notes then outstanding Securities of each series affected thereby by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture and or the NotesSecurities of such series. Notwithstanding the provisions of this Section 9.0211.02, without the consent of each Holder affectedaffected thereby, an amendment or waiver, including a waiver pursuant to Section 6.047.04, may not: (ia) change the Stated Maturity stated maturity of the principal Principal of, or any installment of interest on, any Note, or such Holder’s Security, (b) reduce the principal Principal amount thereof of, or the rate of interest thereon on (including any amount in respect of original issue discount), such Holder’s Security; (c) change the place or currency of payment of the Principal of, premium, if any, or any premium payable upon the redemption thereofinstallment of interest on, or adversely affect any right of repayment at the option of any Holder of any Note, or change any place of payment where, or the currency in which, any Note or any premium or the interest thereon is payable, or such Holder’s Security; (d) impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof stated maturity (or, or in the case of a redemption, on or after the Redemption Date)redemption date) of such Holder’s Security; (ii) reduce the percentage in principal amount of outstanding Notes the consent of whose Holders is required for any such supplemental indenture, for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this Indenture; (iiie) waive a Default default in the payment of principal the Principal of, premium, if any, or interest on, any Notesuch Holder’s Security; (iv) modify Section 4.20 in a manner adverse to the Holders; or (vf) modify any of the provisions of this Section 9.0211.02 requiring the consent of a requisite number of holders, except to increase any such percentage requiring consent or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected therebySecurities; and (g) release any Person who Guarantees the Securities from its Security Guarantee, except as provided herein; or (h) reduce the percentage or aggregate Principal amount of outstanding Securities of the relevant series the consent of whose Holders is required for any supplemental indenture or for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this Indenture. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of Holders of Securities of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series or of the coupons appertaining to such Securities. It shall not be necessary for the consent of the Holders any Holder under this Section 9.02 11.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 11.02 becomes effective, the Company shall mail give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07 and without prior notice to With the Holders, the Company, when authorized by its Board of Directors (as evidenced by a Board Resolution), and the Trustee may amend this Indenture and the Notes with the written consent of the Holders of ----------------------- not less than a majority in principal amount of the Notes then outstandingoutstanding Notes, by Act of said Holders delivered to the Company and the Holders of a majority in principal amount of Trustee, the Notes then outstanding by written notice to Company and the Trustee may waive future compliance by enter into one or more indentures supplemental hereto for the Company with purpose of adding any provision provisions to or changing in any manner or eliminating any of this Indenture and the Notes. Notwithstanding the provisions of this Section 9.02Indenture or of modifying in any manner the rights of the Holders; provided that no such supplemental indenture shall, without the consent of the Holder of each Holder affected, an amendment or waiver, including a waiver pursuant to Section 6.04, may not:outstanding Note, (ia) change the Stated Maturity of the principal of, or any installment of interest on, any Note, or alter the redemption provisions thereof, or reduce the principal amount thereof (or any premium, if any), or the rate of interest thereon or any premium thereon, that would be due and payable upon the redemption Maturity thereof, or adversely affect any right of repayment at change the option of any Holder of any Note, or change any place of payment where, or the coin or currency in which, any Note or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (thereof; or, in the case of redemption, on or after the Redemption Date); (iib) reduce the percentage in principal amount of the outstanding Notes Notes, the consent of whose Holders is required for any such supplemental indenture; or (c) modify any of the provisions of Section 6.04 hereof, for except to increase any waiver of compliance with percentage set forth therein or to provide that certain other provisions of this Indenture cannot be modified or certain Defaults and their consequences provided for in this Indenture; (iii) waive a Default in waived without the payment consent of principal of, premium, if any, or interest on, any Note; (iv) modify Section 4.20 in a manner adverse to the HoldersHolder of each outstanding Note affected thereby; or (vd) subordinate in right of payment, or otherwise subordinate, the Notes to any other Indebtedness; or (e) modify any of the provisions of this Section 9.02, except to increase any such percentage set forth herein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby. It shall not be necessary for the consent any Act of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiversupplemental indenture, but it shall be sufficient if such consent approves Act shall approve the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject to Sections (a) Except as provided in Section 9.02(b) and Section 6.04 and 6.07 and without prior notice prejudice to the HoldersSection 9.01, the CompanyIssuers, when authorized by its Board of Directors (as evidenced by a Board Resolution), the Guarantors and the Trustee may may: (i) modify, amend or supplement this Indenture and Indenture, the Notes Security Documents or the Notes; or (ii) waive compliance by the Issuers with any provision of this Indenture, the Security Documents or the Notes, with the written consent of the Holders of not less than a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or in exchange 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 not less than a majority in principal amount of the then outstanding Notes of such series shall be required. (b) Without the consent of the Holders of 90% of the outstanding Notes (provided, however, that if any amendment, waiver or other modification will only affect one series of the Notes, only the consent of the Holders of at least 90% of the aggregate principal amount of such series shall be required (and not the consent of at least 90% of the aggregate principal amount of all Notes then outstanding)), and the Holders of with respect to any such Notes held by a majority in principal amount of the Notes then outstanding by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture and the Notes. Notwithstanding the provisions of this Section 9.02non-consenting Holder, without the consent of each Holder affectedno amendment, an amendment modification, supplement or waiver, including a waiver pursuant to Section 6.046.04 and an amendment, may notmodification or supplement pursuant to Section 9.01, may: (i) change the Stated Maturity of the principal of, or any installment of any Additional Amounts or interest on, any Note, or ; (ii) reduce the principal amount thereof of any Note (or Additional Amounts or premium, if any) or the rate of or change the time for payment of interest thereon or any premium payable upon the redemption thereof, or adversely affect any right of repayment at the option of any Holder of on any Note, ; (iii) change the coin or change any place of payment where, or the currency in which, which the principal of any Note or any premium or any Additional Amounts or the interest thereon is payable, or ; (iv) impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date); (iiv) reduce the percentage in principal amount of the outstanding Notes Notes, the consent of whose Holders is required for any such supplemental indentureamendment or supplement to, for any or waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this Indenture; (iii) waive a Default in the payment of principal of, premium, if any, or interest on, any Note; (iv) modify Section 4.20 in a manner adverse to the Holders; or (vvi) modify any of the provisions of this Section 9.02Article Nine or any provisions herein relating to the waiver of past defaults or relating to the waiver of certain covenants, except to increase any the percentage of outstanding Notes required for such percentage actions or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby. It shall not be necessary for ; (vii) make any change to the Intercreditor Agreement (and/or any Additional Intercreditor Agreement) or any provisions of this Indenture affecting the ranking of the Notes or the Guarantees, in each case in a manner that adversely affects the rights of the Holders or directly or indirectly release the Liens on the Collateral except as permitted by this Indenture, the Intercreditor Agreement (or any Additional Intercreditor Agreement) and the Security Documents; or (viii) make any change in Section 4.12 that adversely affects the rights of any Holder or amend the terms of the Notes or this Indenture in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the Issuers or the Guarantors agree to pay Additional Amounts (if any) in respect thereof in the supplemental indenture. (c) The consent of the Holders will not be necessary under this Section 9.02 Indenture to approve the particular form of any proposed amendment, supplement modification, supplement, waiver or waiver, but it shall be consent. It is sufficient if such consent approves the substance thereof. After an of the proposed amendment, supplement modification, supplement, waiver or consent. A consent to any amendment or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby Indenture by any Holder given in connection with a notice briefly describing the amendment, supplement or waiver. The Company tender of such Holder’s Notes will mail supplemental indentures to Holders upon request. Any failure of the Company to mail not be rendered invalid by such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waivertender.

With Consent of Holders. (a) Subject to Sections 6.04 and Section 6.07 and without prior notice to the Holdershereof, the CompanyIssuer and the Guarantors, when each is authorized by its Board of Directors (as evidenced by a Board Resolution)Resolution of their respective Boards of Directors, and the Trustee may amend or supplement this Indenture and or the Notes or the Note Guarantees with the written consent (which may include consents obtained in connection with a tender offer or exchange offer for the Notes) of the Holders of a majority in principal amount of the Notes then outstandingoutstanding Notes. Subject to Sections 6.04 and 6.07 hereof, and the Holders of a majority in principal amount of the outstanding Notes then outstanding by written notice to the Trustee may waive future past Defaults and compliance by the Company Issuer, or any Guarantor with any provision of this Indenture and Indenture, the Notes, or the Note Guarantees. Notwithstanding the provisions of this Section 9.02However, without the consent of each Holder affected, an amendment amendment, supplement or waiver, including a waiver pursuant to Section 6.046.04 hereof, may not: (i1) reduce, or change the Stated Maturity of maturity of, the principal of, or any installment of interest on, any Note, or ; (2) reduce the principal amount thereof or the rate of or extend the time for payment of interest thereon or on any Note; (3) reduce any premium payable upon redemption of the Notes or change the date on which any Notes are subject to redemption or waive any payment with respect to the redemption thereofof the Notes; provided, however, that solely for the avoidance of doubt, and without any other implication, any purchase or adversely affect repurchase of Notes (including pursuant to Section 4.12 and Section 4.15) shall not be deemed a redemption of the Notes; (4) make any right of repayment at Note payable in money or currency other than that stated in the option of any Holder of any Note, Notes; (5) modify or change any place provision of payment where, this Indenture or the currency in which, related definitions to affect the ranking of the Notes or any Note Guarantee in a manner that adversely affects the Holders; (6) reduce the percentage of Holders necessary to consent to an amendment or any waiver to this Indenture or the Notes; (7) waive a default in the payment of principal of or premium or interest or Liquidated Damages, if any, on any Notes (except a rescission of acceleration of the interest thereon is payable, or Notes by the Holders thereof as provided in this Indenture and a waiver of the payment default that resulted from such acceleration); (8) impair the right rights of Holders to receive payments of principal of or interest or Liquidated Damages, if any, on the Notes on or after the due date therefor or to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date)Notes; (ii9) reduce the percentage in principal amount release any Guarantor that is a Significant Subsidiary from any of outstanding Notes the consent of whose Holders is required for any such supplemental indenture, for any waiver of compliance with certain provisions of this Indenture its obligations under its Note Guarantee or certain Defaults and their consequences provided for in this Indenture; (iii) waive a Default in the payment of principal of, premium, if any, or interest on, any Note; (iv) modify Section 4.20 in a manner adverse to the Holdersexcept as permitted by this Indenture; or (v10) modify make any of the provisions of this Section 9.02, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected therebychange in these amendment and waiver provisions. It shall not be necessary for the The consent of the Holders of the Notes is not necessary under this Section 9.02 Indenture to approve the particular form of any proposed amendment, supplement or waiver, but it shall be . It is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, of the Company shall mail to the Holders affected thereby a notice briefly describing the proposed amendment, supplement or waiver. The Company will After an amendment or supplement under this Section 8.02 becomes effective, the Issuer shall mail supplemental indentures to Holders upon request. Any failure of the Company Notes a notice briefly describing such amendment or supplement. However, the failure to mail give such noticenotice to all Holders of the Notes, or any defect therein, shall not, however, in any way will not impair or affect the validity of any such supplemental indenture the amendment or waiversupplement.

With Consent of Holders. Subject to Sections 6.04 and 6.07 and without prior notice to the Holders(a) The Issuer, the Company, when authorized by its Board of Directors (as evidenced by a Board Resolution), Guarantors and the Trustee may amend this Indenture and or the Notes without notice to any Noteholder but with the written consent of the Holders of a majority in principal amount of the Notes then outstanding, and the Holders of at least a majority in principal amount of the Notes then outstanding by written notice to the Trustee may waive future compliance by the Company (including consents obtained in connection with any provision of this Indenture and the a tender offer or exchange for Notes). Notwithstanding the provisions of this Section 9.02However, without the consent of each Holder affectedNoteholder affected thereby, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (i1) reduce the amount of Notes whose Holders must consent to an amendment or waiver; (2) change the Stated Maturity of the principal of, or any installment of interest on, any Note, or ; (3) reduce the principal amount thereof of, or the rate of interest thereon or on, any premium payable upon Notes; (4) change the provisions applicable to the redemption thereof, of any Note under Article III of this Indenture or adversely affect paragraph 5 of the Notes (other than with respect to the minimum notice period with respect to any redemption thereunder); (5) make any Note payable in any currency other than that stated in the Note; (6) impair the right of repayment at the option of any Holder to receive payment of any Note, principal of and interest on such Holder’s Notes on or change any place of payment where, after the Stated Maturity therefor or the currency in which, any Note or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage in principal amount of outstanding Notes the consent of whose Holders is required for any such supplemental indenture, for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this Indenture; (iii) waive a Default in the payment of principal of, premium, if any, or interest on, any Note; (iv7) modify Section 4.20 make any change in a manner adverse to the Holdersamendment provisions which require each Holder’s consent or in the waiver provisions; (8) make any change in the ranking or priority of any Note that would adversely affect the Holders of the Notes; or (v9) modify any of the above provisions of this Section 9.02, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby. 9.2. (b) It shall not be necessary for the consent of the Holders under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. . (c) After an amendment, supplement or waiver amendment under this Section 9.02 9.2 becomes effective, the Company Issuer shall mail or electronically deliver or cause to the Holders affected thereby be mailed or electronically delivered to Noteholders a notice briefly describing the such amendment, supplement or waiver. The Company will mail supplemental indentures failure to Holders upon request. Any failure of the Company give such notice to mail such noticeall Noteholders, or any defect therein, shall not, however, in any way not impair or affect the validity of any such supplemental indenture or waiveran amendment under this Section 9.2.

With Consent of Holders. Subject to Sections 6.04 and 6.07 and without prior notice to the Holders, the CompanyCompany and the Guarantors, when authorized by its Board their respective Boards of Directors (as evidenced by a Board Resolution), and the Trustee may amend this Indenture and the Notes with the written consent of the Holders of a majority in principal amount of the Notes then outstanding, and the Holders of a majority in principal amount of the Notes then outstanding by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture and or the Notes. Notwithstanding the provisions of this Section 9.02, without the consent of each Holder affected, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (i) change the Stated Maturity of the principal of, or any installment of interest on, any Note, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or adversely affect any right of repayment at the option of any Holder of any Note, or change any place of payment where, or the currency in which, any Note or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage in principal amount of outstanding Notes the consent of whose Holders is required for any such supplemental indenture, for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this Indenture; (iii) waive a Default in the payment of principal of, premium, if any, or interest on, any Note; (iv) modify Section 4.20 in a manner adverse to the Holders; or (viv) modify any of the provisions of this Section 9.02, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect defect, therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.02, 6.04 and 6.07 and without prior notice to the Holders, the Company, when authorized by its Board of Directors (as evidenced by a Board Resolution), and the Trustee may amend this Indenture Indenture, the Notes and the Notes Pledge Agreement with the written consent of the Holders of not less than a majority in aggregate principal amount of the Notes then outstanding, and the Holders of not less than a majority in aggregate principal amount of the Notes then outstanding by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture and Indenture, the NotesNotes or the Pledge Agreement. Notwithstanding the provisions of this Section 9.02, without the consent of each Holder affected, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (i) change the Stated Maturity of the principal of, or any installment of interest on, any Note, or ; (ii) reduce the principal amount thereof of, or premium, if any, or interest on, any Note; (iii) change the rate [place or] currency of payment of principal of, or premium, if any, or interest thereon or on, any premium payable upon the redemption thereof, Note or adversely affect any right of repayment at the option of any Holder of any Note, or change any place of payment where, or the currency in which, any Note or any premium or the interest thereon is payable, or ; (iv) impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of a redemption, on or after the Redemption Date)) of any Note; (iiv) reduce the above-stated percentage in principal amount of outstanding Notes the consent of whose Holders is required for any such supplemental indenture, for any waiver of compliance with certain provisions of this Indenture necessary to modify or certain Defaults and their consequences provided for in amend this Indenture; (iiivi) waive a Default default in the payment of principal of, premium, if any, or interest on, any Noteon the Notes; (ivvii) modify Section 4.20 in a manner adverse to reduce the Holders; orpercentage 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; (vviii) modify any of the provisions of this Section 9.02, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby; or (ix) modify Article Ten or the Pledge Agreement in a manner that adversely affects the rights of any Holder in any material respect. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail or cause to be mailed supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. (a) Subject to Sections 6.04 and 6.07 and without prior notice to Section 10.01, except as provided in the Holdersnext succeeding paragraphs, the Company, when authorized by its Board of Directors (as evidenced by a Board Resolution)the Security Guarantors, if any, and the Trustee may amend or supplement this Indenture and or the Notes Securities of any series without notice to any Holder but with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes Securities of such series then outstanding, and the Holders of a majority in principal amount of the Notes then outstanding Outstanding affected by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture and the Notes. Notwithstanding the provisions of this Section 9.02such modification or amendment (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, such Securities). Without the consent of each Holder affectedaffected hereby, however, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (i) reduce the principal amount of Securities of any series whose Holders must consent to an amendment, supplement or waiver; (ii) reduce the rate of or change or have the Stated Maturity effect of changing the time for payment of interest, including Defaulted Interest, on any Securities; (iii) reduce the principal amount of or change or have the effect of changing the stated maturity of the principal of, or any installment of interest onprincipal of, any NoteSecurities, or change the date on which any Securities may be subject to redemption, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or adversely affect any right of repayment at the option of any Holder of any Note, or change any place of payment where, thereof or the Redemption Price therefor; (iv) make any Securities payable in currency other than that stated in whichthe Securities; (v) make any change in the provisions of this Indenture entitling each Holder to receive payment of principal of, any Note or any premium or the and interest thereon is payable, or impair the right to institute suit for the enforcement of any on such payment Securities on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date); (iiredemption date) reduce the percentage or to bring suit to enforce such payment, or permitting Holders of a majority in principal amount of outstanding Notes Outstanding Securities to waive Defaults or Events of Default; (vi) amend, change or modify in any material respect any obligation of the consent Company to make and consummate a Change of whose Holders is required for Control Offer in respect of a Change of Control Event that has occurred, to the extent any such supplemental indentureChange of Control Offer may be required under the terms of any series of Securities; (vii) eliminate or modify in any manner the obligations of a Security Guarantor with respect to its Security Guarantee which adversely affects Holders in any material respect, for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences except as expressly otherwise provided for in this Indenture; (iii) waive a Default in the payment of principal of, premium, if any, or interest on, any Note; (iv) modify Section 4.20 in a manner adverse to the Holders; or (vviii) modify change any obligation of the provisions Company to maintain an office or agency in the place and for the purposes specified in Section 3.02. Subject to Section 6.04, the Holder or Holders of this Section 9.02, except to increase a majority in aggregate principal amount of the Securities of such series then Outstanding may waive any such percentage existing Default or to provide that certain other provisions compliance by the Company with any provision of this Indenture cannot be modified or waived without the consent Securities of the Holder of each outstanding Note any series affected thereby. by such default or compliance. (b) It shall not be necessary for the consent of the Holders under this Section 9.02 10.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. . (c) After an amendment, supplement or waiver under this Section 9.02 10.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture amendment, supplement o waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Securities then Outstanding affected may waive compliance in a particular instance by the Company with any provision of this Indenture or waiversuch Securities.

With Consent of Holders. Subject to Sections 6.04 and 6.07 and Except as provided below in this Section 7.02, with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities of each series then outstanding affected by such supplemental indenture voting as one class (including, without prior notice to limitation, consents obtained in connection with purchase of, or tender or exchange offers for, the HoldersSecurities of such series), the Company, when authorized by its Board of Directors (as evidenced by a Board ResolutionResolution (which resolution may provide general terms or parameters for such action and may provide that the specific terms of such action may be determined in accordance with or pursuant to an Officer’s Certificate), the Subsidiary Guarantors and the Trustee may may, from time to time and at any time, amend this Indenture or enter into one or more supplemental indentures (which shall conform to the provisions of the Trust Indenture Act as in force at the date of execution thereof) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of such series; and, subject to Sections 5.04 and 5.07, any existing Default or Event of Default (other than an uncured Default or Event of Default in the Notes payment of principal, premium or interest on the Securities of any series, except a payment default resulting from an acceleration that has been rescinded) and compliance with any provision of the Indenture or the Securities of any series may be waived as to such series of Securities with the written consent of the Holders of not less than a majority in principal amount of the Notes then outstandingoutstanding Securities of such series affected by such waiver, and voting as one class (including, without limitation, consents obtained in connection with a purchase of, or tender or exchange offer for, the Holders Securities of a majority in principal amount of the Notes then outstanding by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture and the Notes. Notwithstanding the provisions of this Section 9.02such series); provided, however, that without the consent of each Holder affected, an amendment or waiver, including waiver under this Section 7.02 may not (but only with respect to any Securities of any series held by a waiver pursuant to Section 6.04, may not:non-consenting Holder): (ia) change the Stated Maturity of Securities of any series; (b) reduce the aggregate principal amount of Securities of any series; (c) reduce the rate or amend or modify the calculation, or time of payment, of interest, including defaulted interest on the Securities of any series; (d) reduce or alter the method of computation of any amount payable on redemption, prepayment or purchase of Securities of any series (or the time at which any such redemption, prepayment or purchase may be made) or otherwise alter or waive any of the provisions with respect to the redemption of Securities of any series, or waive a redemption payment with respect to any Securities of any series; (e) make the principal of, or any installment of interest on, any Note, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or adversely affect interest, thereon payable in any right of repayment at coin or currency other than provided in the option Securities of any Holder series or in accordance with the terms of the Securities of any Noteseries, or change this Indenture and any place of payment where, or the currency in which, any Note or any premium or the interest thereon is payable, or supplemental indenture; (f) impair the right to institute suit for the enforcement of any such payment on Securities of any series when due, or after the Stated Maturity thereof (or, otherwise make any change in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage in principal amount of outstanding Notes the consent of whose Holders is required for any such supplemental indenture, for any waiver of compliance with certain provisions of this Indenture or certain any supplemental indenture relating to waivers of past Defaults and their consequences provided for in this Indenture; (iii) waive a Default in or the payment rights of Holders of Securities of any series to receive payments of principal of, or premium, if any, or interest on, on the Securities of any Noteseries; (iv) modify Section 4.20 in a manner adverse to the Holders; or (vg) modify any of the provisions of this Section 9.027.02, Section 5.04 or Section 4.08, except to increase the percentage in principal amount of Holders required under any such percentage Section or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note Security affected thereby, provided, however, that this clause (g) will not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 7.02, Section 5.04 and Section 4.08, or the deletion of this proviso, in accordance with the requirements of Section 6.08; (h) reduce the percentage of principal amount of Securities of any series whose Holders must consent to an amendment, supplement or waiver; (i) impair the rights of Holders of the Securities of any series that are exchangeable or convertible to receive payment or delivery of any consideration due upon the conversion or exchange of the Securities of that series; or (j) modify or amend any of the provisions of the Indenture or Securities of any series as may be set forth in the supplemental indenture with respect to the Securities of that series as requiring the consent of each Holder affected thereby. The Holders of the Securities of any series affected thereby shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such amendment, waiver or supplemental indenture shall be and shall be deemed to be part of the terms and conditions of this Indenture for any and all purposes. Upon the request of the Company, accompanied by a copy of a resolution of the Board of Directors (which resolution may provide general terms or parameters for such action and may provide that the specific terms of such action may be determined in accordance with or pursuant to an Officer’s Certificate) certified by the secretary or an assistant secretary of the Company authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of the Holders of the Securities of any series as aforesaid, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may at its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Holders of Securities of any series under this Section 9.02 7.02 to approve the particular form of any proposed amendment, supplement or waiversupplemental indenture, but it shall be sufficient if such consent approves shall approve the substance thereof. After an amendmentPromptly after the execution by the Company, supplement or waiver under the Subsidiary Guarantors and the Trustee of any supplemental indenture pursuant to the provisions of this Section 9.02 becomes effective7.02, the Company (or the Trustee at the request and expense of the Company) shall mail give notice thereof to the Holders of the then outstanding Securities of any series affected thereby a notice briefly describing the amendmentthereby, supplement or waiver. The Company will mail supplemental indentures to Holders upon requestas provided in Section 14.02. Any failure of the Company to mail give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiverindenture.

With Consent of Holders. Subject to Sections 6.04 and 6.07 and without prior notice to the Holders(a) This Indenture, the Company, when authorized by its Board of Directors (as evidenced by a Board Resolution), Notes and the Trustee Guarantees may amend this Indenture and be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and any existing or past Default or compliance with any provisions of such documents may be waived with the written consent of the Holders of a majority in principal amount of the Notes then outstandingoutstanding (including, and without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, 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 Holders consent of the holders of a majority in principal amount of the Notes of such series then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) shall be required and (y) if any such amendment or waiver by written notice its terms will affect a series of Notes in a manner different from and materially adverse relative to the Trustee may waive future compliance by manner in which such amendment or waiver affects other series of Notes, then the Company consent of the holders of a majority in principal amount of the Notes of such series then outstanding (including, without limitation, consents obtained in connection with any provision of this Indenture and the a purchase of, or tender offer or exchange offer for, Notes) shall be required. Notwithstanding the provisions of this Section 9.02However, without the consent of each Holder affectedof a Note affected (including, an amendment for the avoidance of doubt, any Notes held by Affiliates), no amendment, supplement or waiver, including waiver may (with respect to any Notes held by a waiver pursuant to Section 6.04, may not:non-consenting Holder): (i) change reduce the Stated Maturity percentage of the principal of, or any installment of interest on, any Note, or reduce the aggregate principal amount thereof of Notes whose Holders must consent to an amendment, supplement or the rate of interest thereon or any premium payable upon the redemption thereof, or adversely affect any right of repayment at the option of any Holder of any Note, or change any place of payment where, or the currency in which, any Note or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date)waiver; (ii) reduce the percentage in principal amount rate of outstanding Notes or extend the consent time for payment of whose Holders is required for interest on any such supplemental indenture, for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this IndentureNote; (iii) reduce the principal of or change the Stated Maturity of any Note; (iv) waive a Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration; (v) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed as described under Section 5.1; (vi) make any Note payable in money other than that stated in such Note; (vii) impair the right of any Holder to receive payment of principal of, premium, if any, or interest on, on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any Notepayment on or with respect to such Holder’s Notes; (ivviii) modify Section 4.20 make any change in a manner adverse the amendment or waiver provisions of this Indenture that require each Holder’s consent, as described in clauses (i) through (vii) above; (ix) make any change in the provisions of this Indenture relating to waivers of past Defaults or the Holdersrights of Holders to receive payments of principal or premium, if any, or interest on the Notes; or (vx) modify make the Notes or any Guarantee subordinated in right of the provisions of this Section 9.02, except payment to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby. obligations. (b) It shall not be necessary for the consent of the Holders under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. . (c) After an amendment, supplement or waiver amendment under this Section 9.02 9.2 becomes effective, the Company Issuer shall (or shall cause the Trustee, at the expense of and at the written request of the Issuer, to) mail to the Holders of Notes affected thereby a notice briefly describing the such amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company Issuer to mail such notice, or any defect therein, shall not, however, not in any way impair or affect the validity of any such supplemental indenture or waiveran amendment under this Section 9.2.

With Consent of Holders. (a) Subject to Sections 6.04 and 6.07 and without prior notice to the HoldersSection 6.07, the Company, when authorized by its Board of Directors (as evidenced by a Board Resolution), and the Trustee and (if applicable) any Subsidiary Guarantor may amend or supplement this Indenture and or the Notes with the written consent of the Holders of not less than a majority in aggregate principal amount of the Notes then outstandingOutstanding Notes, and any past Default or compliance with any provisions may also be waived with the written consent of the Holders of not less than a majority in aggregate principal amount of the Notes then outstanding by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture and the Outstanding Notes. . (b) Notwithstanding the provisions of this Section 9.02, without the consent of each Holder affected, an amendment or waiver, including a waiver pursuant to Section 6.04, may not:not (with respect to any Notes held by a non-consenting Holder): (i) change the Stated Maturity of the principal of, or any installment of interest on, any Note, or , (ii) reduce the principal amount thereof of or premium, if any, or interest on any Note, (iii) reduce any amount payable on redemption of the Notes or upon the occurrence of an Event of Default or reduce the Change of Control Payment or the rate amount to be paid in connection with an Asset Sale Offer, (iv) change the place or currency of interest thereon payment of principal of or any premium payable upon the redemption thereofpremium, if any, or adversely affect any right of repayment at the option of any Holder of interest on any Note, or change any place of payment where, or the currency in which, any Note or any premium or the interest thereon is payable, or , (v) impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of a redemption, on or after the Redemption Date);) of any Note, (iivi) reduce the above-stated percentage in principal amount of outstanding Notes the consent of whose Holders is required for any such supplemental indenture, for any waiver of compliance with certain provisions of this Indenture necessary to modify or certain Defaults and their consequences provided for in this amend the Indenture;, (iiivii) waive a Default default in the payment of principal of, of or premium, if any, or interest on, any Note;on the Notes (except as set forth in Section 6.04), (ivviii) reduce the percentage or aggregate principal amount of Outstanding Notes the consent of whose Holders is necessary for waiver of compliance with provisions of the Indenture or for waiver of Defaults, (ix) modify Section 4.20 or change any provision of the Indenture affecting the ranking of the Notes or the Subsidiary Guarantees in a manner adverse to the Holders; Holders of the Notes, or (vx) modify release any Subsidiary Guarantor from any of its obligations under its Subsidiary Guarantee or the Indenture other than in accordance with the provisions of this Section 9.02the Indenture, except or amend or modify any provision relating to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby. release. (c) It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. . (d) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders of each Note affected thereby thereby, with a copy to the Trustee, a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or the effectiveness of any such amendment, supplement or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07 and without prior notice to the HoldersExcept as specified in Section 9.1, the CompanyGrupo Aval Limited, when authorized by its Board of Directors (as evidenced by a Board Resolution), and the Trustee Trustee, together, may amend or supplement this Indenture and Indenture, the Notes or the Guarantees with the written consent of the Holders of at least a majority in principal amount of the Outstanding Notes then outstanding, and for the Holders purpose of a majority adding any provisions to or changing in principal amount any manner or eliminating any of the Notes then outstanding by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture and the Notes. Notwithstanding the provisions of this Section 9.02Indenture or modifying in any manner the rights of the Holders under this Indenture, provided that, without the consent of each Holder affectedaffected thereby, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (i) reduce the rate of or extend the time for payment of interest on any Note; (ii) reduce the principal of or change the Stated Maturity of the principal of, or any installment of interest on, any Note, or ; (iii) reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or adversely affect any right of repayment at the option of any Holder of any Note, or change any place of payment where, or the currency in which, any Note or change the time at which any premium Note may be redeemed; (iv) change the currency for payment of principal of or the interest thereon is payablepremium, if any, or interest on any Note; (v) impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date)with respect to any Note; (ii) reduce the percentage in principal amount of outstanding Notes the consent of whose Holders is required for any such supplemental indenture, for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this Indenture; (iiivi) waive a Default or Event of Default in the payment of principal of, premium, if any, or and interest on, any Noteon the Notes; (ivvii) amend or modify Section 4.20 any provisions of the Guarantees in a manner adverse to that would materially and adversely affect the Holders; (viii) reduce the principal amount of Notes whose Holders must consent to any amendment, supplement or waiver; or (vix) modify make any of the provisions change in this first paragraph of this Section 9.029.2. Upon the written request of Grupo Aval Limited, except to increase accompanied by a copy of a Board Resolution authorizing the execution of any such percentage or to provide that certain other provisions supplemental indenture, and upon the filing with the Trustee of this Indenture cannot be modified or waived without evidence of the consent of the Holder Holders as aforesaid, and upon receipt by the Trustee of each outstanding Note affected therebythe documents described in Section 9.6 hereof, the Trustee shall join with Grupo Aval Limited in the execution of such supplemental indenture but the Trustee shall not be obligated to enter into any such supplemental indenture which affects its own rights, duties or immunities under this Indenture or otherwise. It shall not be necessary for the consent of the Holders under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver amendment under this Section 9.02 9.2 becomes effective, the Company Grupo Aval Limited or Grupo Aval shall mail to the Holders affected thereby a notice briefly describing the such amendment, supplement or waiver. The Company will mail supplemental indentures failure to Holders upon request. Any failure of the Company give such notice to mail such noticeall Holders, or any defect therein, shall not, however, in any way not impair or affect the validity of any such supplemental indenture or waiveran amendment under this Section 9.2.

With Consent of Holders. Subject to Sections 6.04 and 6.07 and without prior notice to the Holders, the Company, the Parent Guarantor and the Subsidiary Guarantors, when authorized by its their Board of Directors (as evidenced by a Board Resolution), and the Trustee may amend this Indenture and the Notes with the written consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, and the Holders of a majority in aggregate principal amount of the Notes then outstanding by written notice to the Trustee may waive future compliance by the Company Company, the Parent Guarantor or the Subsidiary Guarantors with any provision of this Indenture and or the Notes. Notwithstanding the provisions of this Section 9.02, without the consent of each Holder affected, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (i) change the Stated Maturity of the principal of, or any installment of interest on, any Note, or ; (ii) reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereofof, premium, if any, or adversely affect any right of repayment at the option of any Holder of interest or liquidated damages, if any, on any Note; (iii) change the place or currency of payment of principal of, premium, if any, or change interest or liquidated damages, if any, on any place of payment where, or the currency in which, any Note or any premium or the interest thereon is payable, or Note; (iv) impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date)) on any Note or the Parent Guarantee or any Subsidiary Guarantee; (iiv) reduce the percentage in or principal amount of outstanding Notes the consent of whose Holders is required for any such supplemental indenture, for any waiver of necessary to modify or amend this Indenture or to waive compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in under this Indenture; (iiivi) waive a Default default in the payment of principal of, premium, if any, or interest onor liquidated damages, if any, on any Note; (iv) modify Section 4.20 in a manner adverse to the Holders; or (vvii) modify any of the provisions of this Section 9.02, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby; or (viii) release the Parent Guarantee or any Subsidiary Guarantee other than pursuant to the terms of this Indenture. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. (a) Subject to Sections 6.04 and 6.07 and without prior notice to the HoldersSection 6.07, the Company, when authorized by its Board of Directors (as evidenced by a Board Resolution), and the Trustee and (if applicable) any Subsidiary Guarantor may amend or supplement this Indenture and or the Notes with the written consent of the Holders of not less than a majority in aggregate principal amount of the Notes then outstandingOutstanding Notes, and any past Default or compliance with any provisions may also be waived with the written consent of the Holders of not less than a majority in aggregate principal amount of the Notes then outstanding by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture and the Outstanding Notes. . (b) Notwithstanding the provisions of this Section 9.02, without the consent of each Holder affected, an amendment or waiver, including a waiver pursuant to Section 6.04, may not:not (with respect to any Notes held by a non-consenting Holder): (i) change the Stated Maturity of the principal of, or any installment of interest on, any Note, or , (ii) reduce the principal amount thereof of or premium, if any, or interest on any Note, (iii) reduce any amount payable on redemption of the Notes or upon the occurrence of an Event of Default or reduce the Change of Control Payment or the rate amount to be paid in connection with an Asset Sale Offer, (iv) change the place or currency of interest thereon payment of principal of or any premium payable upon the redemption thereofpremium, if any, or adversely affect any right of repayment at the option of any Holder of interest on any Note, or change any place of payment where, or the currency in which, any Note or any premium or the interest thereon is payable, or , (v) impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of a redemption, on or after the Redemption Date);) of any Note, (iivi) reduce the above-stated percentage of outstanding Notes the consent of whose Holders is necessary to modify or amend the Indenture, (vii) waive a default in the payment of principal of or premium, if any, or interest on the Notes (except as set forth in Section 6.04), (viii) reduce the percentage in or aggregate principal amount of outstanding Notes the consent of whose Holders is required necessary for any such supplemental indenture, for any waiver of compliance with certain provisions of this the Indenture or certain Defaults and their consequences provided for in this Indenture;waiver of Defaults, (iii) waive a Default in the payment of principal of, premium, if any, or interest on, any Note; (ivix) modify Section 4.20 or change any provision of the Indenture affecting the ranking of the Notes or the Subsidiary Guarantees in a manner adverse to the Holders; Holders of the Notes, (x) release any Subsidiary Guarantor from any of its obligations under its Subsidiary Guarantee or the Indenture other than in accordance with the provisions of the Indenture, or amend or modify any provision relating to such release, or (vxi) modify any directly or indirectly release the Liens created by the Security Documents on all or substantially all the Collateral (other than in accordance with the terms of the provisions of this Section 9.02, except to increase any such percentage Existing Credit Facility or to provide that certain other provisions of this Indenture cannot be modified the Security Documents or waived without with the consent of the Holder of each outstanding Note affected thereby. requisite lenders under the Existing Credit Facility if, after such consent, the Company is in compliance with Section 4.12). (c) It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. . (d) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders of each Note affected thereby thereby, with a copy to the Trustee, a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or the effectiveness of any such amendment, supplement or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07 and without prior notice to the Holders, the Company, when authorized by its Board of Directors (as evidenced by a Board Resolution), The Company and the Trustee may amend enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture and or of modifying in any manner the Notes rights of the Holders under this Indenture with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding, and the Holders of a majority in principal amount of the Notes then outstanding by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture and the Notes. Notwithstanding the provisions of this Section 9.02, without the consent of each Holder affected, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (i) change the Stated Maturity of the principal of, or any installment of interest on, any Note, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or adversely affect any right of repayment at the option of any Holder of any Note, or change any place of payment where, or the currency in which, any Note or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage in aggregate principal amount of outstanding Notes the consent of whose Holders is required for any affected by such supplemental indenture; provided, for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this Indenture; (iii) waive a Default in the payment of principal ofhowever, premiumthat, if anyno such supplemental indenture shall, or interest on, any Note; (iv) modify Section 4.20 in a manner adverse to the Holders; or (v) modify any of the provisions of this Section 9.02, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby. It shall not be necessary , (a) reduce the rates of or changes the time for payment of interest on any Notes; (b) reduce the principal amount of, or change the Stated Maturity of, any Notes; (c) reduce the Redemption Price, including upon a Change of Control Triggering Event, of any Notes or amend or modify in any manner adverse to the Holders thereof the Company’s obligation to make such payments; (d) change the currency of payment of principal, premium, if any, or interest; (e) reduce the quorum requirements under this Indenture; (f) reduce the percentage in principal amount of outstanding Notes, the consent of whose Holders is required for modification of this Indenture, for waiver of compliance with certain provisions of this Indenture, for waiver of certain defaults or consent to take any action; (g) adversely affect the Holders under this Section 9.02 ranking of the Notes; (h) waive any default in the payment of principal, premium, if any, or interest; or (i) impair the right to approve institute suit for the particular form enforcement of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves payment on the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiverNotes.

With Consent of Holders. Subject to Sections 6.04 and 6.07 and without prior notice to the Holders, the Company, when authorized by its Board of Directors (as evidenced by a Board Resolution), and the Trustee may amend this Indenture and the Notes Securities with the written consent of the Holders of a majority in principal amount of the Notes Securities then outstanding, and the Holders of a majority in principal amount of the Notes Securities then outstanding by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture and or the NotesSecurities. Notwithstanding the provisions of this Section 9.02, without the consent of each Holder affected, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (i) change the Stated Maturity of the principal of, or any installment of interest on, any NoteSecurity, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or adversely affect any right of repayment at the option of any Holder of any Note, or change any place of payment whereSecurity, or the currency in which, any Note Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage in principal amount of outstanding Notes Securities the consent of whose Holders is required for any such supplemental indenture, for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this Indenture; (iii) waive a Default in the payment of principal of, premium, if any, or interest on, any NoteSecurity; (iv) modify Section 4.20 in a manner adverse to the Holders; or (v) modify any of the provisions of this Section 9.02, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note Security affected thereby; or (v) amend the Equipment Note Guarantee or the Security Documents or otherwise affect the interests of any Holder in the Collateral, in each case in any manner that adversely affects the rights of any Holder or the Trustee. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07 and without prior notice to the HoldersSection 6.7, the Company, when authorized Company (by resolution of its Board of Directors (as evidenced by a Board Resolution), if required) and the Trustee Trustee, the Collateral Agent or the Slot Trustee, as the case may be, may amend or supplement this Indenture and Indenture, the Notes Securities or the Operative Documents without notice to any Securityholder but with the written consent of the Required Holders. Subject to Sections 6.4, 6.5 and 6.7, the Required Holders of a majority in principal amount of may authorize the Notes then outstandingTrustee to, and the Holders of a majority in principal amount of the Notes then outstanding by written notice Trustee, subject to the Trustee may Section 9.6, upon such authorization shall, waive future compliance by the Company with any provision of this Indenture and Indenture, the NotesSecurities or the Operative Documents. Notwithstanding the provisions of this Section 9.02, without the consent of each Holder affectedHowever, an amendment amendment, supplement or waiver, including a waiver pursuant to any provision of Section 6.046.4, may notnot without the consent of each Securityholder affected: (ia) reduce the amount of Securities whose Holders must consent to an amendment, supplement or waiver (or, without limiting the generality of the foregoing, consent to any Senior Security Interest); (b) reduce the rate or change the Stated Maturity time for payment of interest on, or Liquidated Damages, if any, with respect to any Security; (c) reduce the principal of, or any installment the amount of interest onLiquidated Damages, any Noteif any, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or adversely affect any right of repayment at the option of any Holder of any Notewith respect to, or change the fixed maturity of any Security; (d) change the place of payment where, or the coin or currency in which, any Note or any premium Security (or the Repurchase Price thereof) interest thereon thereon, or Liquidated Damages, if any, with respect thereto is payable; (e) waive a default in the payment of the principal of, or interest on, or Liquidated Damages with respect to any Security; (f) make any changes in Sections 2.8, 6.4, 6.7 or 6.10 or the third sentence of this Section 9.2; or (g) reduce any amount payable upon exercise of the Repurchase Right thereof or otherwise change the Repurchase Right provision or impair the right to institute suit for the enforcement of any such payment on any Security when due or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage in principal amount of outstanding Notes the consent of whose Holders is required for adversely effect any such supplemental indenture, for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this Indenture; (iii) waive a Default in the payment of principal of, premium, if any, or interest on, any Note; (iv) modify Section 4.20 in a manner adverse to the Holders; or (v) modify any of the provisions of this Section 9.02, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected therebyRepurchase Rights. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 9.2 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, however in any way impair or affect the validity of any such supplemental indenture amendment, supplement or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07 and without prior notice to With the Holders, the Company, when authorized by its Board of Directors (as evidenced by a Board Resolution), and the Trustee may amend this Indenture and the Notes with the written consent of the Holders of not less than a majority in principal amount of the Notes then outstandingoutstanding Notes, by Act of said Holders delivered to the Company and the Holders of a majority in principal amount of Trustee, the Notes then outstanding by written notice to Company and the Trustee may waive future compliance by enter into one or more indentures supplemental hereto for the Company with purpose of adding any provision provisions to or changing in any manner or eliminating any of this Indenture and the Notes. Notwithstanding the provisions of this Section 9.02Indenture or of modifying in any manner the rights of the Holders; PROVIDED that no such supplemental indenture shall, without the consent of the Holder of each Holder affected, an amendment or waiver, including a waiver pursuant to Section 6.04, may not:outstanding Note, (ia) change the Stated Maturity of the principal of, or any installment of interest on, any Note, or alter the redemption provisions thereof, or reduce the principal amount thereof (or any premium, if any), or the rate of interest thereon or any premium thereon, that would be due and payable upon the redemption Maturity thereof, or adversely affect any right of repayment at change the option of any Holder of any Note, or change any place of payment where, or the coin or currency in which, any Note or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (thereof; or, in the case of redemption, on or after the Redemption Date); (iib) reduce the percentage in principal amount of the outstanding Notes Notes, the consent of whose Holders is required for any such supplemental indenture; or (c) modify any of the provisions of Section 6.04 hereof, for except to increase any waiver of compliance with percentage set forth therein or to provide that certain other provisions of this Indenture cannot be modified or certain Defaults and their consequences provided for in this Indenture; (iii) waive a Default in waived without the payment consent of principal of, premium, if any, or interest on, any Note; (iv) modify Section 4.20 in a manner adverse to the HoldersHolder of each outstanding Note affected thereby; or (vd) subordinate in right of payment, or otherwise subordinate, the Notes to any other Indebtedness; or (e) modify any of the provisions of this Section 9.02, except to increase any such percentage set forth herein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby. It shall not be necessary for the consent any Act of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiversupplemental indenture, but it shall be sufficient if such consent approves Act shall approve the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07 and without prior notice to (a) With the Holders, the Company, when authorized by its Board of Directors (as evidenced by a Board Resolution), and the Trustee may amend this Indenture and the Notes with the written consent of the Holders of not less than a majority in aggregate principal amount of the Notes then outstandingoutstanding Notes, the Company, the Guarantors and the Holders of a majority in principal amount of the Notes then outstanding by written notice to the Trustee may waive future compliance by the Company with any provision of enter into an indenture or indentures supplemental to this Indenture and for the Notes. Notwithstanding purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Section 9.02Indenture or the Notes or of modifying in any manner the rights of the Holders of the Notes under this Indenture, including the definitions therein; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Holder affected, an amendment or waiver, including a waiver pursuant to Section 6.04, may notoutstanding Note affected thereby: (i1) change the Stated Maturity of the principal of, any Note or of any installment of interest on, on any Note, or reduce the amount payable in respect of the principal amount thereof or the rate of interest thereon or any premium payable upon thereon, or reduce the redemption amount that would be due and payable on acceleration of the maturity thereof, or adversely affect any right change the Place of repayment at the option of any Holder of any Note, or change any place of payment Payment where, or the coin or currency in which, any Note or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (orthereof, in or change the case of redemption, date on which any Notes may be subject to redemption or after reduce the Redemption Date)Price therefor; (ii2) reduce the percentage in aggregate principal amount of the outstanding Notes Notes, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or of certain Defaults defaults hereunder and their consequences consequences) provided for in this Indenture; (iii) waive a Default in the payment of principal of, premium, if any, or interest on, any Note; (iv3) modify Section 4.20 or change any provision of this Indenture affecting the ranking of the Notes or any Note Guarantee in a manner adverse to the Holders; orHolders of the Notes; (v4) modify any of the provisions of this Indenture described in this Section 9.028.02 (a) or provisions relating to waiver of defaults or certain covenants, except to increase any such percentage required for such actions or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby. It shall ; or (5) release any Note Guarantees required to be maintained under this Indenture (other than in accordance with the terms of this Indenture). (b) The Holders of not less than a majority in aggregate principal amount of the outstanding Notes may, on behalf of the Holders of all the Notes, waive any past Default under this Indenture and its consequences, except a Default: (1) in any payment in respect of the principal of (or premium, if any) or interest on any Notes (including any Note that is required to have been purchased pursuant to a Change of Control Offer or Asset Sale Offer that has been made by the Company); or (2) in respect of a covenant or provision of this Indenture that under this Indenture cannot be modified or amended without the consent of the Holder of each outstanding Note affected. (c) It is not necessary for the consent of the Holders under this Section 9.02 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be is sufficient if such consent approves the substance thereof. . (d) After an amendment, supplement or waiver under this Section 9.02 amendment that requires the consent of the Holders becomes effective, the Company shall mail (or send electronically to DTC in the case of Global Notes) to each registered Holder at such Holder’s address appearing in the security register (with a copy to the Holders affected thereby Trustee) a notice briefly describing such amendment. However, the amendment, supplement or waiver. The Company will mail supplemental indentures failure to Holders upon request. Any failure of the Company give such notice to mail such noticeall Holders, or any defect therein, shall not, however, in any way not impair or affect the validity of the amendment. (e) Upon the written request of the Company accompanied by a board resolution of the Board of Directors of the Company authorizing the execution of any such supplemental indenture, and upon the receipt by the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders as aforesaid and upon receipt by the Trustee of the documents described in Section 8.05 hereof, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or waiverimmunities under this Indenture, in which case the Trustee may, but shall not be obligated to, enter into such supplemental indenture.

With Consent of Holders. (a) Subject to Sections 6.04 Section 6.7 and 6.07 and without prior notice to the Holdersexcept as otherwise expressly provided below in this Section 9.2, the CompanyIssuer, when authorized by its Board of Directors (as evidenced by a Board Resolution), the Guarantors and the Trustee may amend this Indenture and or the Notes without notice to any Noteholder but with the written consent of the Holders of a majority in principal amount of the Notes then outstanding, and the Holders of at least a majority in principal amount of the Notes then outstanding by written notice to the Trustee may waive future compliance by the Company (including consents obtained in connection with any provision of this Indenture and the a tender offer or exchange for Notes). Notwithstanding the provisions of this Section 9.02However, without the consent of each Holder affectedNoteholder affected thereby, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (i1) reduce the amount of Notes whose Holders must consent to an amendment or waiver; (2) change the Stated Maturity of the principal of, or any installment of interest on, any Note, or ; (3) reduce the principal amount thereof of, or the rate of interest thereon or on, any premium payable upon Notes; (4) change the provisions applicable to the redemption thereof, of any Note under Article III of this Indenture or adversely affect paragraph 5 of the Notes (other than with respect to the minimum notice period with respect to any redemption thereunder); (5) make any Note payable in any currency other than that stated in the Note; (6) impair the right of repayment at the option of any Holder to receive payment of any Note, principal of and interest on such ▇▇▇▇▇▇’s Notes on or change any place of payment where, after the Stated Maturity therefor or the currency in which, any Note or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage in principal amount of outstanding Notes the consent of whose Holders is required for any such supplemental indenture, for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this Indenture; (iii) waive a Default in the payment of principal of, premium, if any, or interest on, any Note; (iv7) modify Section 4.20 make any change in a manner adverse to the Holdersamendment provisions which require each Holder’s consent or in the waiver provisions; (8) make any change in the ranking or priority of any Note that would adversely affect the Holders of the Notes; or (v9) modify any of the above provisions of this Section 9.02, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby. 9.2. (b) It shall not be necessary for the consent of the Holders under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. . (c) After an amendment, supplement or waiver amendment under this Section 9.02 9.2 becomes effective, the Company Issuer shall mail or electronically deliver or cause to the Holders affected thereby be mailed or electronically delivered to Noteholders a notice briefly describing the such amendment, supplement or waiver. The Company will mail supplemental indentures failure to Holders upon request. Any failure of the Company give such notice to mail such noticeall Noteholders, or any defect therein, shall not, however, in any way not impair or affect the validity of an amendment under this Section 9.2. (d) For the avoidance of doubt, no amendment, waiver, modification or deletion of the provisions described in Section 4.13, the definition of “Change of Control,” the definition of “Change of Control Triggering Event,” the definition of “Ratings Decline,” or any of the covenants described under Article IV (for the avoidance of doubt, not including amendments, waivers, modifications or deletions (1) to the covenant to pay the principal of, premium, if any, and interest on the Notes on the dates and in the manner provided in the indenture and the Notes or (2) that provide for the subordination in right of payment of the Notes to other Indebtedness of the Issuer or Guarantors) shall be deemed to impair or affect any rights of holders of the notes impair the right of any holder of the Notes (i) to receive payment of principal of and interest on such supplemental indenture holder’s notes on or waiverafter the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s notes or (ii) make any change in the ranking or priority of any note that would adversely affect the holders of the Notes.

With Consent of Holders. Subject to Sections 6.04 and 6.07 and without prior notice to the HoldersExcept as provided below in this Section 10.02, the Company, when authorized by its Board of Directors (as evidenced by a Board Resolution), and the Trustee Indenture Documents may amend this Indenture and the Notes be amended or supplemented with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding, and the Holders of a majority in aggregate principal amount of the Notes then outstanding by written notice to the Trustee may waive future (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and any existing Default or Event of Default or compliance by the Company with any provision of this the Indenture and the Notes. Notwithstanding the provisions of this Section 9.02, without the consent of each Holder affected, an amendment or waiver, including a waiver pursuant to Section 6.04, Documents may not: (i) change the Stated Maturity of the principal of, or any installment of interest on, any Note, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or adversely affect any right of repayment at the option of any Holder of any Note, or change any place of payment where, or the currency in which, any Note or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage in principal amount of outstanding Notes the consent of whose Holders is required for any such supplemental indenture, for any waiver of compliance be waived with certain provisions of this Indenture or certain Defaults and their consequences provided for in this Indenture; (iii) waive a Default in the payment of principal of, premium, if any, or interest on, any Note; (iv) modify Section 4.20 in a manner adverse to the Holders; or (v) modify any of the provisions of this Section 9.02, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including consents obtained in connection with purchase of, or tender offer or exchange offer for, the Notes), in each outstanding Note affected therebycase without notice to any other Holder, but subject to Section 5.20. It shall not be necessary for the consent of the Holders under this Section 9.02 10.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 10.02 becomes effective, the Company shall will mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 7.04 and 7.07, the Holders of at least a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company and the Company’s Subsidiaries with any provision of any Indenture Document. However, without the consent (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) of each Holder affected, an amendment, supplement or waiver may not (with respect to any Notes held by a non-consenting Holder): (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of, premium, if any, or extend the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes (other than the provisions of Sections 3.09, 3.10, 5.10, 5.14 and 5.16 prior to the time at which an obligation to make such an offer has arisen); (c) reduce the rate of or extend the time for payment of interest, including default interest, on any Note; (d) waive a Default in the payment of principal of, premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (e) make any Note payable in money other than that stated in the Notes; (f) 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, premium, if any, or interest on the Notes; (g) release any Guarantor from any of its obligations under its Notes Guarantee or this Indenture, except in accordance with the terms of this Indenture; or (h) make any change to Sections 10.01 or 10.

With Consent of Holders. Subject to Sections 6.04 and 6.07 and without prior notice to the Holders, the Company, when authorized by its Board of Directors (as evidenced by a Board ResolutionResolution delivered to the Trustee), and the Trustee may amend this Indenture and the Notes with the written consent of the Holders of a majority in aggregate principal amount at maturity of the Notes then outstanding, and the Holders of a majority in aggregate principal amount at maturity of the Notes then outstanding by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture and or the Notes. Notwithstanding the provisions of this Section 9.02, without the consent of each Holder affected, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (i) change the Stated Maturity of the principal of, or any installment of interest on, any Note, or ; (ii) reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereofAccreted Value of, premium, if any, or adversely affect any right of repayment at the option of any Holder of interest, on any Note; (iii) change the place or currency of payment of principal of, or change any place of payment wherepremium, if any, or the currency in whichinterest on, any Note or any premium or the interest thereon is payable, or Note; (iv) impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date)) on any Note; (iiv) reduce the above-stated percentage in principal amount of outstanding Notes the consent of whose Holders is required for any such supplemental indenture, for any waiver of compliance with certain provisions of this Indenture necessary to modify or certain Defaults and their consequences provided for in amend this Indenture; (iiivi) waive a Default default in the payment of principal of, premium, if any, or interest on, any Notethe Notes; (ivvii) modify Section 4.20 in a manner adverse to reduce the Holderspercentage 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; or (vviii) modify any of the provisions of this Section 9.02, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07 and without prior notice to the Holders, the Company, when authorized by its Board of Directors (as evidenced by a Board Resolution), and the Trustee may amend this Indenture and the Notes with the written consent of the Holders of a majority in principal amount of the Notes then outstanding, and the Holders of a majority in principal amount of the Notes then outstanding by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture and the Notes. Notwithstanding the provisions of this Section 9.02, without the consent of each Holder affected, an amendment or waiver, including a waiver pursuant to Section 6.04, may not:; (i) change the Stated Maturity of the principal of, or any installment of interest on, any Note, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or adversely affect any right of repayment at the option of any Holder of any Note, or change any place of payment where, or the currency in which, any Note or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage in principal amount of outstanding Notes the consent of whose Holders is required for any such supplemental indenture, for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this Indenture; (iii) waive a Default in the payment of principal of, premium, if any, or interest on, any Note; (iv) modify Section 4.20 in a manner adverse to the Holders; or; (v) modify any of the provisions of this Section 9.02, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject Except as provided below in this Section 9.02, the Issuer, the Guarantors, the Trustee and the Security Agent may amend or supplement this Indenture (including, without limitation, Section 3.10, Section 4.10 and Section 4.14 hereof), the Notes, the Guarantees, the Security Documents, the Intercreditor Agreement or any Additional Intercreditor Agreement with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections Section 6.04 and Section 6.07 and without prior notice to hereof, any existing Default or Event of Default (other than a Default or Event of Default in the Holderspayment of the principal of, premium on, if any, interest or Additional Amounts, if any, on, the CompanyNotes, when authorized by its Board except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of Directors (as evidenced by a Board Resolution)this Indenture, and the Trustee Notes, the Guarantees, the Security Documents, the Intercreditor Agreement or any Additional Intercreditor Agreement may amend this Indenture and the Notes be waived with the written consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes then outstanding(including, and without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes); 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 Notes then outstanding Notes of such series will be required. Upon the request of the Issuer accompanied by written notice 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 may waive future compliance by the Company with any provision of this Indenture and the Notes. Notwithstanding the provisions of this Section 9.02, without the consent of each Holder affected, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (i) change the Stated Maturity of the principal of, or any installment of interest on, any Note, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or adversely affect any right of repayment at the option of any Holder of any Note, or change any place of payment where, or the currency in which, any Note or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage in principal amount of outstanding Notes the consent of whose Holders is required for any such supplemental indenture, for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this Indenture; (iii) waive a Default in the payment of principal of, premium, if any, or interest on, any Note; (iv) modify Section 4.20 in a manner adverse to the Holders; or (v) modify any of the provisions of this Section 9.02, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder Holders as aforesaid, and upon receipt by the Trustee of each outstanding Note affected therebythe documents described in Section 7.02 hereof, the Trustee and the Security Agent will join with the Issuer and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture. It shall is not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall Issuer will mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company Issuer to mail such notice, or any defect therein, shall will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 6.04 and Section 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Issuer with any provision of this Indenture, the Notes, the Guarantees, the Security Documents, the Intercreditor Agreement or any Additional Intercreditor Agreement. However, unless consented to by the Holders of at least 90% of the aggregate principal amount of then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), an amendment, supplement or waiver under this Section 9.02 may not: (1) change the Stated Maturity of the principal of, or any installment of or Additional Amounts or interest on, any Note (or change any Default or Event of Default under clause (a) of the definition thereof related thereto); (2) 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 Default or Event of Default under clause (b) of the definition thereof related thereto); (3) 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; (4) impair the right to institute suit for the enforcement of any payment of any Note in accordance with the provisions of such Note, this Indenture and the Intercreditor Agreement; (5) reduce the principal amount of Notes whose Holders must consent to any amendment, supplement or waiver of provisions of this Indenture requiring the consent of 90% of Holders of the Notes; (6) modify any of the provisions relating to supplemental indentures requiring the consent of 90% of Holders of the Notes; (7) release any Guarantee except in compliance with the terms of this Indenture and the Intercreditor Agreement; (8) release any Lien on the Collateral granted for the benefit of the Holders of the Notes, except in compliance with the terms of the Security Documents, Indenture and the Intercreditor Agreement; or (9) make any change in the preceding amendment and waiver provisions. Any amendment, supplement or waiver consented to by at least 90% of the aggregate principal amount of the then outstanding Notes will be binding against any non-consenting Holders.

With Consent of Holders. Subject to Sections 6.04 and 6.07 and without prior notice to With the Holders, the Company, when authorized by its Board of Directors (as evidenced by a Board Resolution), and the Trustee may amend this Indenture and the Notes with the written consent of the Holders of at least a majority in of the principal amount at Stated Maturity of the Notes then outstandingoutstanding Securities (including consents obtained in connection with a tender offer or an exchange offer for the Securities), by Act delivered to the Company, the Guarantors and the Holders of a majority in principal amount of Trustee, the Notes then outstanding by written notice to Company, the Guarantors and the Trustee may waive future compliance by enter into one or more indentures supplemental hereto for the Company with purpose of adding any provision provisions to or changing or eliminating any of this Indenture and the Notes. Notwithstanding the provisions of this Section 9.02Indenture or modifying the rights of the Holders of the Securities, provided that no such supplemental indenture, without the consent of the holder of each Holder affectedoutstanding security affected thereby, an amendment or waiver, including a waiver pursuant to Section 6.04, may notwill: (ia) change the Stated Maturity of the principal of, or any installment of interest on, any NoteSecurity, or reduce the principal amount thereof (or any premium, if any), or the rate of interest thereon or any premium thereon, that would be due and payable upon the redemption Maturity thereof, or adversely affect any right of repayment at change the option of any Holder of any Note, or change any place of payment where, or in the coin or currency in which, any Note Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (thereof; or, in the case of redemption, on or after the Redemption Date); (iib) reduce the percentage in principal amount of the outstanding Notes Securities, the consent of whose Holders is required for any such supplemental indenture, indenture or required for any waiver of compliance with the provisions of this Indenture; or (c) modify any of the provisions of Section 6.04 hereof, except to increase the percentage set forth therein or to provide that certain other provisions of this Indenture cannot be amended or certain Defaults and their consequences provided for in this Indenture; (iii) waive a Default in waived without the payment consent of principal of, premium, if any, or interest on, any Note; (iv) modify Section 4.20 in a manner adverse to the HoldersHolder of each outstanding Security affected thereby; or (vd) subordinate in right of payment, or otherwise subordinate, the Securities or the Guarantees to any other Indebtedness; or (e) modify any provision of this Indenture relating to the obligations of the Company to make offers to purchase Securities upon a Change of Control or from the proceeds of an Asset Sale; or (f) modify any of the provisions of this Section 9.02, 10.02 except to increase any such percentage set forth herein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder Holders of each outstanding Note Security affected thereby; or (g) amend, supplement or otherwise modify the provisions of the Indenture relating to the Guarantees. It shall not be necessary for the consent any Act of the Holders under this Section 9.02 10.02 to approve the particular form of any proposed amendment, supplement or waiversupplemental indenture, but it shall be sufficient if such consent approves Act shall approve the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

With Consent of Holders. Subject to Sections 6.04 and 6.07 and without prior notice to the HoldersExcept as provided below in this Section 9.02, the Company, when authorized by its Board of Directors (as evidenced by a Board Resolution)each Guarantor party thereto, if any, and the Trustee may amend or supplement this Indenture Indenture, the Notes or the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding (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, any existing or past Default or Event of Default or compliance with any provision of this Indenture, the Notes and the Notes Note Guarantees may be waived with the written consent of the Holders of a majority in aggregate principal amount of the Notes then outstandingthen-outstanding Notes(including Additional Notes, and if any) (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Holders of a majority in principal amount of Notes), other than the Notes then outstanding by written notice to the Trustee may waive future compliance beneficially owned by the Company with any provision of this Indenture or its Affiliates. Section 2.08 and Section 2.09 shall determine which Notes are considered to be “outstanding” for the Notes. Notwithstanding the provisions purposes of this Section 9.02. A Note does not cease to be outstanding because the Company or any Affiliate of the Company holds the Note; provided that, without in determining whether the Holders of the requisite majority of outstanding Notes have given any request, demand, authorization, direction, notice, consent or waiver under this Indenture, Notes owned by the Company or any Affiliate of the Company shall be disregarded and deemed not to be outstanding. Without the consent of each Holder affectedof an outstanding Note affected (including Notes beneficially owned by the Company or its Affiliates), an amendment or waiver, including waiver under this Section 9.02 may not (with respect to any Notes held by a waiver pursuant to Section 6.04, may not:non-consenting Holder): (i1) reduce the percentage or amount of the aggregate principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) change the Stated Maturity of the principal of, or any installment of interest on, any Note, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or adversely affect any right of repayment at the option of any Holder of any Note, or change the date on which any place installment of payment where, interest is due or the currency in whichscheduled to be paid on, any Note or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date)Note; (ii3) reduce the percentage in principal amount of outstanding Notes the consent of whose Holders is required for any such supplemental indenture, for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this Indenture; (iii) waive a Default in the payment of principal of, or premium, if any, or interest on, any Note; (iv4) modify change the optional redemption dates or optional redemption prices of the Notes from those stated under Section 4.20 in a manner adverse 3.07 (other than any change to the Holders; ornotice periods with respect to such redemption); (v5) modify any waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, on the Notes (except, upon a rescission of acceleration of the provisions Notes by the Holders of this Section 9.02at least a majority in aggregate principal amount of the Notes, except to increase a waiver of a nonpayment default and a waiver of the payment default that resulted from such acceleration); (6) make any such percentage or to provide that certain Note payable in money other than U.S. dollars; (7) make any change in the amendment and waiver provisions of this Indenture cannot be modified that requires each Holder’s consent; (8) release any Guarantor from any of its obligations under its Note Guarantee or waived without this Indenture, except in accordance with the consent terms of this Indenture; (9) impair the right to institute suit for the enforcement of any payment on or with respect to the Notes or the Note Guarantees; and (10) amend, change or modify the obligation of the Holder Company to make and consummate an Offer to Purchase with respect to any Asset Sale in accordance with Section 4.07 after the obligation to make such Offer to Purchase has arisen, or the obligation of the Company to make and consummate an Offer to Purchase in the event of a Change of Control in accordance with Section 4.09 after such Change of Control has occurred, including, in each outstanding Note affected therebycase, amending, changing or modifying any definition relating thereto. It shall is not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture amendment, supplement or waiver. For the avoidance of doubt, the provisions hereunder with respect to the Company’s obligation to make an offer to repurchase the Notes as a result of a Change of Control Triggering Event, including the definition of “Change of Control,” or an Asset Sale may be waived or modified at any time (including after a Change of Control) with the written consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding.

With Consent of Holders. Subject to Sections 6.04 and 6.07 and without prior notice to Unless the HoldersSecurities Resolution otherwise provides, the Company, when authorized by its Board of Directors (as evidenced by a Board Resolution), Company and the Trustee may amend this Indenture Indenture, the Securities and the Notes any coupons with the written consent of the Holders of a majority in principal amount of the Notes then Securities of all series affected by the amendment voting as one class; provided that, in the case of a series issued to a WEC Trust, so long as any of the related preferred securities of such WEC Trust remains outstanding, no such amendment shall be made that adversely affects the holders of such preferred securities in any material respect, and no termination of this Indenture shall occur, without the Holders prior consent of the holders of not less than a majority in principal aggregate liquidation amount of the Notes such preferred securities then outstanding by written notice unless and until the principal (and premium, if any) of the Securities of such series and all accrued and unpaid interest thereon have been paid in full; and provided further that, in the case a series issued to a WEC Trust, so long as any of the related preferred securities of such WEC Trust remain outstanding, no amendment shall be made to the Trustee may waive future compliance by the Company with any provision third paragraph of Section 6.06 of this Indenture without the prior written consent of the holders of each such preferred security then outstanding unless and until the Notesprincipal (and premium, if any) of the Securities of such series and all accrued and unpaid interest thereon have been paid in full. Notwithstanding the provisions of this Section 9.02However, without the consent of each Holder Securityholder affected, an amendment or waiver, including a waiver pursuant to under this Section 6.04, may not: (i1) reduce the amount of Securities whose Holders must consent to an amendment; (2) reduce the interest on or change the Stated Maturity of the principal of, or any installment time for payment of interest on, on any Note, or reduce Security (except an election to defer interest in accordance with the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or adversely affect any right of repayment at the option of any Holder of any Note, or change any place of payment where, or the currency in which, any Note or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Dateapplicable Securities Resolutions and Section 2.01(30) hereof); (ii3) change the fixed maturity of any Security; (4) reduce the percentage in principal of any non-Discounted Debt Security or reduce the amount of outstanding Notes the consent principal of whose Holders is required for any such supplemental indenture, for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this IndentureDiscounted Debt Security that would be due upon an acceleration thereof; (iii5) waive a Default change the currency in the payment of which principal of, premium, if any, or interest on, any Noteon a Security is payable; (iv6) modify Section 4.20 in a manner adverse make any change that materially adversely affects the right to the Holdersconvert or exchange any Security; or (v7) modify make any of the provisions of this change in Section 9.026.04 or 10.02, except to increase any such percentage the amount of Securities whose Holders must consent to an amendment or waiver or to provide that certain other provisions of this Indenture cannot be modified amended or waived without the consent of the Holder of each outstanding Note Securityholder affected thereby. It shall not be necessary An amendment of a provision included solely for the consent benefit of the Holders under this Section 9.02 to approve the particular form one or more series does not affect Securityholders of any other series. Securityholders need not consent to the exact text of a proposed amendment, supplement amendment or waiver, but ; it shall be is sufficient if such they consent approves to the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.